For and in consideration of the commitments set forth herein, MARC ANDERSON, ("Employee") and
AeroCentury Corp. (the"Company") agree as follows:
1. Position and Duties
(a) The Company agrees to employ the Employee and Employee agrees to be employed by the Company in the
capacity of Chief Operating Officer and Senior Vice President in the event any of the following occur:
(1) the Company terminates the Management Agreement currently in effect between the Company and JetFleet
Management Corp. ("JMC") (hereinafter "the Management Agreement"); or
(2) there is a "Change in Control" (as defined below) in the Company.
Employee's employment with the Company shall begin on the date of the termination of the Management
Agreement, or the date that the Change in Control is completed (hereinafter "Effective Date of Employment").
Employee shall be given such duties, responsibilities and authorities as are appropriate to his position. Employee
shall have the option, at his sole discretion, to decline employment if (i) there is a Change in Control or (ii) the
termination of the Management Agreement described in clause (1) above is not in connection with the acquisition
of JMC by the Company. However, if Employee declines employment following a given Change in Control, he
shall not forfeit his employment rights with respect to any subsequent Change in Control. "Change in Control"
shall mean the occurrence of any of the following events, after the date on which this Agreement is executed:
(i) Any person or entity other than Employee or Neal D. Crispin is or becomes the beneficial owner, directly or
indirectly, of securities of the company representing 25% or more of the combined voting power of the
Company's then-outstanding securities other than in connection with the issuance of additional securities by the
Company for capital-raising purposes;
(ii) There occurs a merger or consolidation of the Company with any other corporation or entity, other than 1) a
merger or c