Exhibit 10.22
**TRANSPORTATION DRY LEASE AGREEMENT**
     ThisTRANSPORTATION DRY LEASE AGREEMENT (the “Agreement”) is made andentered into effective as of this 1st day of June 2004, by and between GlobalAviation Delaware LLC, a Delaware limited liability company (“Owner”), andMediCor Ltd., a Delaware corporation (“Operator”).
     In consideration of the mutual promises, agreements, covenants,warranties, representations and provisions contained herein, the parties agreeas follows:
     1. *TransportationEquipment*. Subject to the terms and conditionscontained herein, during the Term (as defined hereafter) Owner herebyagrees to lease to Operator Owner’s transportation equipment in connection with Operator’sbusiness travel. Owner’s transportation equipment is hereby identified as aBombardier Challenger Model CL-604 aircraft, serial number 5304, engine serialnumbers GE-E 872011 and GE-E 872012, Federal Aviation Administration (“FAA”)registration number N604VM (the “Aircraft”).
     2. *Term*. The term of this Agreement (the “Term”) shall commence on June1, 2004 (the “Commencement Date”) and end on June 30, 2005 (the “Initial TermExpiration Date”). Notwithstanding the foregoing, and unless this Agreementhas earlier been terminated in accordance with its terms, the Term shallcontinue after the Initial Term Expiration Date on an annual basis. Eitherparty may terminate this Agreement at any time during the Term upon not less thanninety (90) days written notice to the other. This Agreementsupersedes allother agreements between Owner and Operator in regards to the Aircraft and isapplicable only to the hours that the Aircraft is under the Operator’s controlfor the Operator’s use.
     3. *Base of the Aircraft*. Operator acknowledges that Owner currentlybases the Aircraft at Las Vegas McCarran Airport, Clark County, Nevada (the“Base”), and that Operator’s use of the Aircraft for Operator’s business travelshall include ferry flights to and from the Base at the beginning and end ofsuch business travel.
     4. *Consideration*.
            (a) Operator shall pay Owner in connection with use of the Aircraft duringthe Term for Operator’s business travel an amount equal to Three Thousand OneHundred Dollars ($3,100.00) per flight hour, as billed by Owner to Operator andpaid by Operator within 30 days of receipt of an invoice from Owner.
            (b) Operator agrees to pay directly all operating expenses for theAircraft for the hours used by the Operator, including but not limited to crewcharges and expenses, fuel, power by the hour charges, per hour enginemaintenance charges, per day maintenance charges, hangar charges other than theBase, landing fees, per hour avionics maintenance charges, parking fees,tie-down, handling, customs, use of airways, permission for overflight, flightplanning services, all communications charges, including in-flight telephone asbilled to Operator.
            (c) Operator agrees to pay directly all fees and charges, includinggasoline sales taxes or any other taxes or fees assessed or charged by anyairport or other entity for the operation of the aircraft, including anyfederal excise taxes.
 

 

            (d) Owner’s invoices shall include the date, departure point, arrivalpoint, and number of flight hours for each flight by Operator.
            (e) In no event shall the amount paid to Owner under this Agreement on anannual basis exceed $1 million without the further writtenconsent of Operator’s Board of Directors.
     5. *Delivery of Aircraft.*Owner shall deliver the Aircraft and allapplicable airframe and engine logs and any other records or documents in theOwner’s possession to Operator at the Base upon twenty four (24) hour writtennotice by Operator.
     6. *Acceptance and Warranty.*Owner represents to Operator that theAircraft is in good operating and mechanical condition and that Owner isunaware of any facts or information which would prohibit or restrict theOperator’s use of the Aircraft. Owner shall notify Operator of any and allairworthiness directives and compliance with service bulletins, serviceinstructions and any other maintenance or operational publications of themanufacturer of the Aircraft, engines or accessories.
     7. *Title and Insurance*. Title and ownership of the Aircraft shallremain with the Owner throughout the Term and the Operator shall do nothingwhich shall encumber, interfere with or otherwise dilute the Owner’sunrestricted title to and ownership of the Aircraft.
     8. *Return of Aircraft.*Operator agrees to return the Aircraft to theOwner at the Base in as good a condition as when it was delivered to Operatorby Owner, normal wear and tear excepted and in an undamaged and airworthycondition, with all systems functioning properly and all applicable maintenancecomplied with. Any exceptions or deviations shall be noted and listedseparately in a document forwarded by the Operator to the Owner upon return ofthe Aircraft to the Owner.
     9. *Owner’s Right to Inspect.*The Owner or its designee shall have theright to inspect the Aircraft at any reasonable time upon reasonable advancenotice. At the time of the inspection, provision should be made for theOperator to make available to the Owner or its designee all of the Aircraft andengine logbooks and other appropriate maintenance records.
     10*. Lawful Use.*Operator hereby warrants that the Aircraft will not bemaintained, used, operated or stored in violation of any law, rule orregulation of any state or governmental authority or in violation of itsairworthiness certificate promulgated by the Federal Aviation Administration(“FAA”). Any unlawful use of the Aircraft by the Operator or any operation ofthe Aircraft in violation of any regulation will render this Agreement null andvoid and entitle the Owner to immediately retake possession of the Aircraft.
     11. *Transportation Location.*The Aircraft is not to be operated in anylocation that may be excluded from the terms of any applicable insurance policynor in any territories where it is threatened by risk of hostilities or byseizure.
     12. *Additional Equipment and Modification.*Operator agrees not toremove, substitute or replace any instrument or component of the Aircraft orits avionics without Owner’s prior written consent. Any substitutions orremovals shall be of like value with the items that are substituted or removedand there shall be no diminution in value of the aircraft by reason of anyswapped or replaced item.
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     13*. Pilot Qualifications.*At any time that the Operator is operatingthe Aircraft, Operator agrees to cause the Aircraft to be operated by pilotswho are duly qualified under the Federal Aviation Regulations, including,without limitation, with respect to currency and type-rating, whose licensesand certificates are in good standing, and who meet all other requirementsestablished and specified by the FAA and the insurance policies requiredhereunder.
     14. *Maintenance and Repair.*Operator warrants that it will keep andmaintain the Aircraft in a good and airworthy condition in compliance with allapplicable FAA regulations and all service letters, bulletins and instructionsissued by the manufacturer of the airframe or engines. Replacement, overhaul orrepair of any life-limited component or part of the Aircraft shall be paid bythe Operator at an hourly rate based upon Operator’s number of flight hours. Ifa manufacturer of a component or part provides for a new kit, modification orotherwise updated item, the cost shall be prorated between Operator and Ownerbased on the Operator’s number of flight hours. Scheduled or unscheduledoverhaul, repair or maintenance of the engineers on the Aircraft shall be theresponsibility of the Owner except as otherwise provided herein.
     15. *Hold Harmless; Indemnity; Loss or Damage*Operator shall indemnify,defend and hold harmless Owner and its officers, directors, agents andemployees from and against any and all liabilities, claims (including, withoutlimitation, claims involving or alleging Operator’s negligence and claimsinvolving strict or absolute liability in tort), demands, suits, causes ofaction, losses, penalties, fines, expenses (including, without limitation,attorneys’ fees) or damages (collectively, “Claims”), to the extent relating toor arising out of Operator’s breach of this Agreement if and to the extent thatOwner would have had the benefit of insurance coverage for such Claims but forOperator’s breach but not including circumstances in which a Claim is solelyattributable to the gross negligence or willful misconduct of Owner during theoperation, possession and control of the Aircraft by the Operator. Owner agreesto seek recovery for any Claims from all available insurance before seekingindemnification from Operator hereunder.
     16. *Insurance.*Owner shall maintain in effect at its own expensethroughout the Term, insurance policies containing such provisions andproviding such coverage as Owner deems appropriate. Notwithstanding theforegoing, Owner shall maintain property damage and personal injury aviationliability insurance with coverage in the amount of no less than $300,000,000combined single limit per occurrence (the “Required Insurance”). Owner shallcause the policies providing the Required Insurance to (a) name Operator as anadditional insured, (b) not be subject to any offset by any other insurancecarried by Owner or Operator, (c) contain a waiver by the insurer of anysubrogation rights against Operator, (d) insure the interest of Operator,regardless of any breach or violation by the Owner or of any other person(other than is solely attributable to the gross negligence or willfulmisconduct of Operator) of any warranty, declaration or condition contained insuch policies, (e) include a severability of interests endorsement providingthat such policy shall operate in the same manner (except for the limits ofcoverage) as if there were a separate policy covering each insured and (f) notbe subject to cancellation or material modification without at least 30 days’written notice to Operator. Operator acknowledges that Owner does not maintainand is not required to maintain insurance against perils covered by “war risk”insurance, including acts of war, hijacking, nuclear detonation, strikes,sabotage, confiscation, and terrorism.
     17. *Assignment, Sublease and Encumbrance.*Owner shall have the rightto assign this Agreement without notice or consent of the Operator.Notwithstanding the foregoing, Operator’s rights under this Agreement shallcontinue during the Term. Owner shall have the right to use the Aircraft whennot in use by the Operator. Operator may not sublease, mortgage or
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pledge or otherwise encumber the Aircraft and shall pay all maintenanceand repair costs so that no mechanic’s liens are placed or levied against theAircraft. Owner may pledge or otherwise encumber the Aircraft as security for aloan to finance its purchase.
     18. *Default and Breach.*Owner may immediately terminate this Agreementupon the following occurrences:
            (a) Operator files a petition in bankruptcy or becomes insolvent;
            (b) Operator is involved in involuntary proceedings under the bankruptcylaws;
            (c) The rents and other sums due and payable remain unpaid for more thanthirty (30) days after written notice to the Operator;
            (d) Operator fails to perform the terms and conditions of the Agreementafter Operator has been notified of a deficiency; or
            (e) Operator attempts to assign or transfer its interest in the Aircraftto third persons.
     19. *Repossession.*In the event of any default as described in Section18 above, Owner shall have the right to terminate this Agreement and retakeimmediate possession of the Aircraft. Owner’s remedies hereunder are cumulativeand the Owner may exercise them as it chooses.
     20. *General Provisions*
            (a) *Headings*. The headings contained in this Agreement are for referencepurposes only and shall not affect in any way the construction orinterpretation of this Agreement.
            (b) *Partial Invalidity*. If any provision of this Agreement, or theapplication thereof to any person, place or circumstance, shall be held by acourt of competent jurisdiction to be illegal, invalid, unenforceable or void,then such provision shall be enforced to the extent that it is not illegal,invalid, unenforceable or void, and the remainder of this Agreement, as well assuch provision as applied to other persons, shall remain in full force andeffect.
            (c) *Waiver*. With regard to any power, remedy or right provided in thisAgreement or otherwise available to any party, (i) no waiver or extension oftime shall be effective unless expressly contained in a writing signed by thewaiving party, (ii) no alteration, modification or impairment shall be impliedby reason of any previous waiver, extension of time, delay or omission inexercise or other indulgence, and (iii) waiver by any party of the time forperformance of any act or condition hereunder does not constitute waiver of theact or condition itself.
            (d) *Notices*. Any notice or other communication required or permittedunder this Agreement shall be in writing and shall be deemed duly given uponactual receipt, if delivered personally, by overnight courier or by telecopy;or three (3) days following deposit in the United States mail, if depositedwith postage pre-paid, return receipt requested, and addressed
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to such address as may be specified in writing by the relevant party fromtime to time, and which shall initially be as follows:   ToOwner at: Global Aviation Delaware LLC 5050 Koval Lane #C-105 Las Vegas, NV 89119 Attn: PresidentToOperator at: MediCor Ltd. 4560 S. Decatur Blvd., Suite 300 Las Vegas, NV 89103 Attn: Chief Financial Officer
            No objection may be made to the manner of delivery of any notice or othercommunication in writing actually received by a party.
            (e) *Delaware Law*. This Agreement shall be governed by and construed inaccordance with the law of the State of Delaware, regardless of the choice oflaw provisions of Delaware or any other jurisdiction.
            (f) *Entire Agreement*. This Agreement constitutes the entire agreementbetween the parties pertaining to the subject matter contained in thisAgreement and supersedes any prior or contemporaneous agreements,representations and understandings, whether written or oral, of or between theparties with respect to the subject matter of this Agreement. There are norepresentations, warranties, covenants, promises or undertakings, other thanthose expressly set forth or referred to herein.
            (g) *Amendment*. This Agreement may be amended only by a written agreementsigned by all of the parties.
            (h) *Binding Effect; Assignment*. This Agreement shall be binding on, andshall inure to the benefit of, the parties to it and their respectivesuccessors and assigns; provided, however, that Operator may not assign any ofits rights under this Agreement, and any such purported assignment shall benull, void and of no effect.
            (i) *Attorneys’ Fees*. Should any action (including any proceedings in abankruptcy court) be commenced between any of the parties to this Agreement ortheir representatives concerning any provision of this Agreement or the rightsof any person or entity thereunder, solely as between the parties or theirsuccessors, the party or parties prevailing in such action as determined by thecourt shall be entitled to recover from the other party all of its costs andexpenses incurred in connection with such action (including, withoutlimitation, fees, disbursements and expenses of attorneys and costs ofinvestigation).
            (j) *Remedies Not Exclusive*. No remedy conferred by any of the specificprovisions of this Agreement is intended to be exclusive of any other remedy,and each and every remedy shall be cumulative and shall be in addition to everyother remedy given hereunder or now or hereafter existing at law or in equityby statute or otherwise. The election of any one or more remedies shall notconstitute a waiver of the right to pursue other remedies.
            (k) *NoThird-Party Rights*. Nothing in this Agreement, whether express orimplied, is intended to confer any rights or remedies under or by reason ofthis Agreement on any
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person other than the parties to this Agreement and their respectivesuccessors and assigns, nor is anything in this Agreement intended to relieveor discharge the obligation or liability of any third persons to any party tothis Agreement, nor shall any provision give any third person any right ofsubrogation or action over or against any party to this Agreement.
            (l) *Counterparts*. This Agreement may be executed in one or morecounterparts, each of which independently shall be deemed to be an original,and all of which together shall constitute one instrument.
            (m) *Relationship of the Parties*. Nothing contained in this Agreementshall in any way create any association, partnership, joint venture, orprincipal-and-agent relationship between the parties hereto or be construed toevidence the intention of the parties to constitute such.
            (n) *Limitation of Damages*. Each party waives any and all claims, rightsand remedies against the other, whether express or implied, or arising byoperation of law or in equity, for any punitive, exemplary, indirect,incidental or consequential damages whatsoever.
            (o) *Survival*.All representations, warranties, covenants and agreements contained in this Agreement shall survive the expiration or termination of thisAgreement.
     IN WITNESS WHEREOF, the parties hereto have each caused this Agreement tobe duly executed effective as of the day and year first written above.       OWNER: OPERATOR:GLOBAL AVIATION DELAWARE LLC MEDICOR LTD.By:  By:       Name:   Name:      Title:   Title:
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