ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this " Agreement" ) is entered into as of November 14, 2005 (the " Execution Date ") by and between Grueninger Cruises and Tours, Inc. , an Indiana corporation ("" Buyer "), Ambassadair Travel Club, Inc., an Indiana corporation (" Ambassadair "), Amber Travel, Inc. , an Indiana corporation (" Amber " and collectively with Ambassadair, " Sellers "), and ATA Airlines, Inc. , an Indiana corporation (" ATA ").

WHEREAS, Ambassadair, Amber and ATA each are wholly owned subsidiaries of Holdings, and

WHEREAS, Holdings, Ambassadair, Amber and ATA are each Debtors in Chapter 11 proceedings pending in the United States Bankruptcy Court for the Southern District of Indiana; and

WHEREAS, Ambassadair is a membership- based travel club that provides trips, tours and other travel services to its members; and

WHEREAS, Amber is a travel agency that provides travel agency services in conjunction with the businesses of Ambassadair and ATA; and

WHEREAS, Buyer is an experienced and financially capable, Indianapolis, Indiana based provider of tours, trips and other travel services which will pursuant to this Agreement purchase certain of the assets of Ambassadair, Amber and ATA and, as a manager acting on behalf of Ambassadair, will operate and complete certain Ambassadair tours and trips which have been sold by Ambassadair to Ambassadair members, and as the purchaser of Ambassadair assets, will offer benefits and travel opportunities to current and former members of Ambassadair.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, Buyer, Ambassadair, Amber and ATA hereby agree as follows:

ARTICLE I   

1.1.    Purchase and Sale of Assets .

1.2.    Assumption of Liabilities .

Except as provided in Section 1.4 of this Agreement, Buyer shall not, directly or indirectly, assume or otherwise pay or perform any obligations, liabilities, claims or other responsibilities of either of Sellers or ATA, including any relating to the ownership, operation or use of the Excluded Assets or the Businesses, and Buyer shall not assume any other liabilities of Sellers or ATA, of any character or description, including environmental liabilities, liabilities relating to current or former employees or any liabilities for any and all taxes (sales, property, income, corporate or otherwise).

1.3.    Purchase Price . 

In consideration of the assignment, transfer and conveyance to Buyer of all right, title, interest in and to the Assets and the other rights assigned, granted or transferred to Buyer pursuant hereto, and subject to the conditions and in accordance with the terms hereof, Buyer shall pay to the Sellers and ATA an aggregate Purchase Price of Three Hundred Thousand Dollars ($300,000.00) for the Assets, being allocated as follows: $50,000 to ATA for the Purchased ATA Equipment; and $250,000 to the Sellers for the Purchased Assets, with $25,000 of this amount being allocated to Amber Travel for its part of the Purchased Assets, and the balance to Ambassadair for its part of the Purchased Assets.

The Purchase Price will be paid as follows: (i) the sum of One Hundred Fifty Thousand Dollars ($150,000.00) cash at Closing, and (ii) the additional sum of One Hundred Fifty Thousand Dollars ($150,000.00) cash payable on January 2, 2006.

1.4.    Contracted Trips . 

Buyer shall have until November 23, 2005, to notify Ambassadair of its decision to cancel any Contracted Trips which have a departure date in January, 2006. Buyer shall have until December 12, 2005, to notify Ambassadair of Buyer's decision to cancel any Contracted Trips which have a departure date in February, 2006. Buyer shall have until December 27, 2005, to notify Ambassadair of Buyer's decision to cancel any Contracted Trips which has a departure date in March, 2006. If Buyer, as manager, does not provide Ambassadair a notice of its election to cancel a Contracted Trip by the cancellation notification deadline for that particular Contracted Trip as stated in this paragraph (any such Contracted Trip for which there has not been a timely notice of an election to cancel from the Buyer to Ambassadair being called an "Accepted Trip"), then even if that Accepted Trip is an Underfunded Trip, Buyer shall be responsible for and shall pay any costs for the providing, operating and completion of that Accepted Trip to the extent such costs are not covered by or reimbursed from the Prepaid Expenses and Other Deposits, Customer Accounts Receivable and Restricted Cash for that Accepted Trip. Buyer may elect to cancel an Accepted Trip, but Buyer shall be liable to pay to Ambassadair all additional losses suffered by Ambassadair as the result of any increase in penalties, forfeitures, reductions in refund percentages and other losses of Prepaid Expenses and Other Deposits for that particular Accepted Trip which result from Ambassadair not being able to cancel contractual commitments with the providers who have the Prepaid Expenses and Other Deposits within two days of the date when Buyer could have last given a notice of its election to cancel in order to keep the Accepted Trip from becoming an Accepted Trip.

It is understood that Buyer, as manager, will be required to advance funds to pay costs of providing and completing Contracted Trips which are to be reimbursed from Restricted Cash and Customer Accounts Receivable related to that Contracted Trip. Buyer shall not be entitled to any interest on these advances, but shall be entitled to reimbursement from Ambassadair for all such advances from such Restricted Cash, when released from restriction, and such Customer Accounts Receivable, when proceeds thereof are received, such reimbursement not to exceed the amount of such Restricted Cash and Customer Accounts Receivable.

In the event, as respects any Accepted Trip which is completed, there is a residual balance, after full reimbursement of Buyer's advances as provided above, of proceeds from the release of the Restricted Cash for that Accepted Trip and the proceeds received from Customer Accounts Receivable, such residual balance shall be paid to Buyer as its compensation for management of the Contracted Trips.

1.5.    The Closing .

1.6.    Allocation . Unless extended by agreement of the Parties, Buyer shall, within sixty (60) days after the Closing Date, prepare and deliver to Sellers for their consent (which consent shall not be unreasonably withheld, conditioned or delayed) a schedule allocating to Sellers the Purchase Price (less the Fifty Thousand Dollars ($50,000.00) paid to ATA) among the Purchased Assets, all in accordance with Treasury Regulation 1.1060-1T (or any comparable provisions of state or local tax law) or any successor provision. If Sellers do not give their consent, Buyer and Sellers will negotiate in good faith to resolve such objections. Buyer and Sellers shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the allocation, if any, consented to, or required to be consented to, by Sellers , and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any taxing authority or any other proceedings). Buyer and Sellers shall cooperate in the filing of any forms (including Form 8594) with respect to such allocation. If and to the extent the Parties are unable to agree on such allocation, each shall be free to make its own allocation for tax purposes. Notwithstanding any other provisions of this Agreement, the foregoing shall survive the Closing Date without limitation. 

1.7.    Further Assurances . At any time and from time to time after the Closing without further consideration, the Parties shall each execute and deliver such other instruments of sale, transfer, conveyance and assignment and take such actions as the other Parties reasonably may request to accomplish the Transactions contemplated hereby.

1.8.    Acknowledgment . Buyer acknowledges and agrees that it is acquiring the Assets "As Is" and "Where is", WITHOUT WARRANTY, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH EXPRESSLY IN THIS AGREEMENT. SELLERS AND ATA DISCLAIM ALL OTHER EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

1.9.      Executory Contracts . Buyer shall have forty-five (45) days following the Closing Date to designate those executory contracts to which either of Sellers is a party ("Contracts") that it desires to assume by providing written notice thereof to Sellers. Buyer shall not assume any Contracts for the purchase of services to be provided on any Remaining 2005 Trips, or any cancelled Contracted trip, unless buyer pays to Ambassadair the Prepaid Expenses and Other deposits made by Ambassadair with respect to that assumed Contract. Buyer will be responsible to pay any and all amounts required to cure any defaults to allow for the assumption of the Contracts which Buyer elects to assume. Sellers shall, at Seller's expense, obtain an appropriate court order authorizing the assumption and assignment of those Contracts being so assumed by Buyer, provided that it shall be Buyer's responsibility to demonstrate "adequate assurance of future performance" under the applicable Contracts. Sellers shall cooperate reasonably with Buyer in its election to assume or renegotiate any of the Contracts. Buyer shall be unconditionally liable and responsible for the payment, satisfaction, performance and discharge of all Contracts assumed by Buyer.

1.10.    From the Closing Date until April 30, 2006, Buyer may be present in and perform its management services from the office space currently occupied by Ambassadair (the "Ambassadair Office Space"); provided that the occupied space may be reduced at ATA's option from time to time to adjust to the reduced number of employees of Buyer who will be working in the Ambassadair Office Space, and provided further that Buyer shall reimburse ATA monthly within 15 days of receipt of invoice from ATA for a pro-rata portion of actual cash costs incurred by ATA associated with the occupancy and use of the Ambassadair Office Space, other than rent. Buyer shall be entitled to leave the Purchased ATA Equipment in the Ambassadair Office Space during this period. In addition, until the Contracted Trips are completed, Sellers and/or ATA will cause all telephonic, electronic, and other inquiries regarding Contracted Trips to be forwarded to personnel designated by Buyer.

ARTICLE II   

Sellers and ATA represent and warrant to Buyer that the statements contained in this Article II are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). Sellers and ATA's representations and warranties shall survive the Closing.

2.1.    Organization, Qualification and Corporate Power . Amber is a corporation duly organized and validly existing under the laws of the State of Indiana. Ambassadair is a corporation duly organized and validly existing under the laws of the State of Indiana. ATA is a corporation duly organized and validly existing under the laws of the State of Indiana. Sellers and ATA are each duly qualified to conduct business under the laws of each jurisdiction where the nature of the business conducted by it or the properties owned or leased by it require qualification, except for those jurisdictions in which the failure to be so qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Seller Material Adverse Effect. Sellers and ATA each have all requisite corporate power and authority to carry on the businesses in which they are engaged, and to own and use the Assets.

2.2.    Authorization of Transaction . Sellers and ATA each has the requisite corporate power and authority to execute this Agreement and the Ancillary Agreements, and pursuant to the Approval Order, Sellers and ATA each have the requisite power and authority to perform its respective obligations under this Agreement and the Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements have been (or will be at the time of execution thereof) duly authorized by all necessary corporate or other organizational action on the part of Sellers and ATA. This Agreement has been duly and validly executed and delivered by Sellers and ATA and constitutes, and each of the Ancillary Agreements, upon its execution and delivery by Sellers or ATA, will constitute, a valid and binding obligation of Sellers and ATA, enforceable against the Sellers and ATA in accordance with its terms.

2.3.    Non-contravention . Neither the execution and delivery by Sellers and ATA of this Agreement or the Ancillary Agreements, nor the consummation by Sellers and ATA of the Transactions will (a) conflict with or violate any provision of the Certificate of Incorporation   or Bylaws of Sellers and ATA, (b) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Sellers or ATA is a party or by which Sellers or ATA is bound or to which any of its respective assets is subject, except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not have a Seller Material Adverse Effect and would not adversely affect the consummation of the Transactions, or (ii) any notice, consent or waiver, the absence of which, individually or in the aggregate, would not have a Seller Material Adverse Effect and would not adversely affect the consummation of the Transactions, (c) result in the imposition of any security interest upon the Assets, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Sellers or ATA or any of the Assets.

2.4.    Ownership and Condition of Assets . One of the Sellers as the true and lawful owner, has good marketable title to, all of the Purchased Assets and ATA, as the true and lawful owner has good and marketable title to all of the Purchased ATA Assets. Sellers and ATA each have the authority to transfer the Purchased Assets to Buyer free and clear of all claims, liens, restrictions, encumbrances or security interests of any nature as provided in the Approval Order. Schedule 2.4(ii) sets forth a complete identification of the Purchased ATA Equipment.

2.5.    Disclosure . No representation or warranty by Sellers or ATA contained in this Agreement or any other document, certificate or other instrument delivered or to be delivered by or on behalf of Sellers or ATA pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

ARTICLE III   

Buyer represents and warrants to Sellers, ATA and Holdings that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as to the Closing as though made as of the Closing. Buyers' representations and warranties shall survive the Closing.

3.1.    Organization and Corporate Power . Buyer is a corporation duly organized and validly existing under the laws of the State of Indiana. Buyer is duly qualified to conduct business under the laws of each jurisdiction where the nature of the business to be conducted by it after the Closing or the properties to be owned or leased by it after the Closing require qualification. Buyer has all requisite corporate power and authority to carry on the businesses in which it