


                                   ADDENDUM 2

                       TO THE SHARE AND PURCHASE AGREEMENT

                                     BETWEEN

       ASW  International  I,  BV a  company  organized  under  the  laws of The
       Netherlands,   with  outstanding  capital  of  18.151,21  Euros  and  its
       registered   office  in  (1083  HK)  Amsterdam,   The   Netherlands,   at
       Drentestraat 24 BG, with BV number  604.699,  registered with the Chamber
       of  Commerce  for  Amsterdam   under  number   33294385  (the  "Seller"),
       represented  herein by Mr. Joseph R. Grewe, duly authorized in accordance
       with  board  of  directors  resolution  of AS  International  Inc  in its
       capacity as managing  director of the Seller,  dated  February 5, 2003, a
       copy of which is attached as Annex A hereto.

                                                             - on the one side -

                                       AND

       Maberfin  S.p.A.  a  company  organized  under  the laws of  Italy,  with
       outstanding  capital of 1,238,400 Euro and its registered office in Ponte
       San  Pietro  (BG)  at  Via  Ciro  Menotti  4  (the  "Former  Purchaser"),
       represented  herein  by  Mr.  Michele  Mazzucconi,   duly  authorized  in
       accordance with board of directors  resolution of Maberfin S.p.A.,  dated
       February 3, 2003, a copy of which is attached as Annex B hereto and CROWN
       EXECUTIVE AVIATION LIMITED, a private limited company organized under the
       laws of the  United  Kingdom  with its  registered  office  located at 15
       Northfields   Prospect,   Northfields,   London,   SW181PE  England  (the
       "Purchaser")  represented  by Mr. Marco  Acquistapace,  duly empowered to
       execute this Agreement  pursuant the by-laws of Crown Executive  Aviation
       Limited, a copy of which is attached hereto as Annex C hereto and.

                                                           - on the other side -
       (hereinafter, collectively, referred to as the "Parties")

                                     Whereas

       On February 11, 2003, the Seller and Former Purchaser have signed a Share
and Purchaser  Agreement (the "SPA") for the purchase of ASW  International  II,
BV, a company  organized  under the laws of The  Netherlands,  with  outstanding
capital of 22.689,01 Euros and its registered office in (1083 HK) Amsterdam, The
Netherlands,  at Drentestraat 24 BG, with BV number 604.778, registered with the
Chamber of Commerce for Amsterdam under number 33294386 ("ASW-II)");

       On February 17, 2003,  the Seller and the Former  Purchaser have signed a
first Addendum to the SPA;

       The  parties  hereto  desire to  further  amend  the  Share and  Purchase
Agreement to provide for the substitution of Purchaser for Former Purchaser;

       Unless otherwise indicated herein,  capitalized terms shall have the same
meaning attributed to them in the SPA

       NOW, therefore, the Parties hereto agree as follows:

                                    Article 1
                 Substitution of Purchaser for Former Purchaser

       The Parties  hereby  agree that the SPA shall be amended to provide  that
all rights and duties of Former  Purchaser  shall be assigned  and  delegated to
Purchaser as if it were the original  Purchaser in the SPA and Former  Purchaser
releases and discharges the Seller from any duties, obligations, representations
                                       1

<PAGE>

or  warranties  to it as contained in the SPA.  Additionally,  Former  Purchaser
represents that it has provided to Purchaser all  information  gathered by it to
date as a result of its due  diligence.  The  obligation  to provide the Advance
Payment pursuant to Paragraph 2.3(i) of the SPA has been  accomplished by Former
Purchaser and is assigned to Purchaser.  The Special  Withdrawal Right contained
in  Paragraph  3.2 has lapsed  without  being  exercised.  Purchaser  and Former
Purchaser have already agreed with a separate contract the consideration for the
assignment of the Agreement.

                                    Article 2
                        Substantive Amendments to the SPA

       The  parties  hereby  further  agree  that  the SPA  will be  amended  or
partially amended in the following respects:

       "1.6   Definitions.
          "Purchaser's    Representative"    means   Mr.   Franco   Mondino,   a
       representative selected by Purchaser to be kept informed of Speedline's
       and Subsidiaries' day-to-day and ordinary management, as set forth in
       Article 5;"

       "7.2   Due Incorporation of Purchaser.
       The  Purchaser  is  a  limited  corporation  duly  incorporated,  validly
       existing and in good standing under the laws of England."

       "8.2 Antitrust  Filing.  The Purchaser shall make, with the assistance of
       the Seller,  any antitrust filing under applicable Laws in respect of the
       purchase of ASW-II, Speedline and the Subsidiaries as well as any and all
       transactions contemplated in this Agreement and shall assume any risk and
       indemnify  and hold Seller  harmless for any loss,  cost or liability for
       Purchaser's failure to do so prior to the Closing."

       "11.1      Expenses of Sale.
       The Seller on one hand, and the Purchaser on the other,  shall bear their
       own  direct  and  indirect   costs  and  expenses,   including,   without
       limitation,  any  filing  fee  or  expenses,  fees  and  expenses  of all
       attorneys,  accountants and other  professionals,  incurred in connection
       with  the  negotiation  and  preparation  of  this  Agreement,   and  the
       completion and performance of the transactions  contemplated  herein. All
       reasonable  and  customary  costs and  expenses  of sale and  closing the
       transactions  contemplated  by  this  Agreement  shall  be  paid  by  the
       Purchaser  including,  without limitation,  any and all notarial fees and
       expenses and stamp duties,  excluding,  however,  any fees or expenses of
       the Seller's  attorneys,  accountants and advisors (the "Closing Costs"),
       only as long as the size of costs and  expenses  and stamp  duties of the
       sale and closing in The Netherlands is equivalent to the costs,  expenses
       and duties it would  involve in case sale and closing took place in Italy
       or  England.  Any costs,  expenses  and  duties in excess  should be born
       entirely by the Seller. "

       "12.1  Notices.
       Any notice,  notification or other communication required or permitted to
       be given  hereunder  shall be, in  writing,  and  shall be  delivered  in
       person,  transmitted  by courier,  or  registered  mail  receipt  return,
       telegram, telefax with receipt confirmation, and addressed as follows:

       (b)    if to the Purchaser to:
              Mr. Marco Acquistapace
              Crown Executive Aviation Ltd.
              15 Northfields Prospect
              Northfields, London
              SW18 1PE
              Fax no.: +44.2088746619
              Tel no.: +44.2088740927
                                        2

<PAGE>

              CC: Mr. Stefano Zonca
              Zonca Briolini Felli
              Via Verdi 7
              24121 Bergamo Italy
              Fax no. 035-232833
              Tel no.: 035-221023

                                     * * *"

                                    Article 3
                               No Other Amendment

       The Parties  acknowledge  that all the other provisions of the SPA remain
valid  and  enforceable  and  that  this  Amendment  shall  not  give  rise to a
"novation"  or  amendment  of any  other  provisions  of the  SPA  or  used  for
interpretation or construction of any term or conditions contained in the of the
SPA.

                                    Article 4
                              Counterpart Execution

       The  Parties   acknowledge   that  this  Amendment  may  be  executed  in
counterpart  and shall be deemed fully  executed when each party has executed at
least  one  counterpart.  Additionally,  this  Amendment  may be signed by faxed
signatures  and  shall  be  deemed  signed  when  a fax  signed  copy  has  been
transmitted to the other party.

                                    * * * * *






       IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by officers duly authorized hereunto as of the date first above written.

       For the Seller:

       ASW International I, BV
       By:  AS International, Inc


       By: /S/ Joseph R. Grewe
          -----------------------------
       Name: Joseph R. Grewe
       Title: Vice President


       For the Former Purchaser:

       Maberfin S.p.A.



       By: /S/ Michele Mazzucconi
          -----------------------------
       Name: Michele Mazzucconi
       Title: Member of the Board and Authorized Representative

       For the Purchaser
       Crown Executive Aviation Limited



       By:
          -----------------------------
       Name: Marco Acquistapace
       Title: Sole Director



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