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                                                                   EXHIBIT 10.31

                                                                   *AIRC1998*

                            AIRCRAFT LEASE AGREEMENT
                     dated as of ______________("Agreement")

This Agreement (together with all supplements, annexes, exhibits and schedules
hereto hereinafter referred to as the "LEASE") is between AVN AIR, LLC, with an
office at 44 OLD RIDGEBURY ROAD, DANBURY, CONNECTICUT 06810 (together with its
successors and assigns, if any "LESSOR") and MHS CONSULTING CORPORATION, a
corporation organized and existing under the laws of the State of Wisconsin with
its mailing address and chief place of business at 7711 CARONDELET AVENUE, SUITE
800, ST. LOUIS, MO 63105 (hereinafter called "LESSEE").

1.       LEASING:

         (a)Subject to the terms and conditions set forth below, Lessor agrees
to lease to Lessee, and Lessee agrees to lease from Lessor, the aircraft,
including the airframe, engines, and all appurtenant equipment (together
hereinafter the "AIRCRAFT") described in Annex A.

         (b)Lessor shall purchase the Aircraft from the manufacturer or supplier
thereof ("SUPPLIER") and lease it to Lessee if on or before the Last Delivery
Date (specified in Annex B) Lessor receives each of the following documents in
form and substance reasonably satisfactory to Lessor: (i) a copy of this Lease
executed by Lessee, (ii) unless Lessor shall have delivered its purchase order
for the Aircraft or received a bill of sale for the Aircraft in the name of
Lessor (and in form and substance satisfactory to Lessor), the Purchase
Document(s) Assignment and Consent in the form of Annex C, with copies of the
purchase order or other purchase documents attached thereto; (iii) copies of
insurance policies or such other evidence of insurance which complies with the
requirements of Section 10, (iv) evidence that the Aircraft has been duly
certified as to type and airworthiness by the Federal Aviation Administration
("FAA"); (v) evidence that Insured Aircraft Title Service, or such other escrow
agent reasonable acceptable to Lessor, has received in escrow the executed bill
of sale and AC Form 8050-1 Aircraft Registration Form (except for the pink copy
which shall be available to be placed on the Aircraft upon acceptance thereof),
and an executed duplicate of this Lease all in proper form for filing with the
FAA; (vi) a copy of a resolution of Lessee's board of directors authorizing this
Lease in the form of Annex D; (vii) a completed inspection and/or survey with
respect to the Aircraft in accordance with the requirements set forth in the
Certificate of Acceptance; and (viii) such other documents as Lessor may
reasonably request. Lessor's obligation to lease the Aircraft hereunder is
further conditioned upon (1) the cost to Lessor of the acquisition of the
Aircraft not exceeding the Capitalized Lessor's Cost stated on Annex A; (2) upon
delivery of the Aircraft, Lessee's execution and delivery to Lessor of a
Certificate of Acceptance in the form of Annex E; and (3) successful filing of
all necessary documents with the FAA.

         (c)Lessor hereby appoints Lessee its agent for inspection and
acceptance of the Aircraft from the Supplier. Once the Certificate of Acceptance
has been signed, and the Commencement Date has occurred, the Aircraft shall be
deemed to have been delivered to, and accepted by, Lessee for lease hereunder,


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2.       TERM, RENT AND PAYMENT:

         (a) The rent ("RENT") payable under this Lease and Lessee's right to
use the Aircraft shall commence on the date Insured Aircraft Title Service files
with the FAA the executed bill of sale and Aircraft Registration Form and Lessee
executes the Certificate of Acceptance ("COMMENCEMENT DATE"). The term ("TERM")
of this Lease shall commence on the Commencement Date and shall continue, unless
earlier terminated pursuant to the provisions of this Lease, until and including
the Expiration Date stated in Annex B. If any Term is extended or renewed, the
word "Term" shall be deemed to refer to all extended or renewal Terms, and all
provisions of this Lease shall apply during any such extension or renewal Terms,
except as may be otherwise specifically provided in writing.

         (b) Rent shall be paid to Lessor by Lessee at its address stated above,
except as otherwise directed by Lessor. Rent payments shall be in the amount,
payable at such intervals and due in accordance with the provisions of Annex B.
(Each payment of Rent is hereinafter referred to as a "RENT PAYMENT".) If one or
more Advance Rent is payable, such Advance Rent shall be (i) set forth on Annex
B and due in accordance with the provisions of Annex B, and (ii) when received
by Lessor, applied to the first Basic Term for Rent Payment as set forth on
Annex B and the balance, if any, to the final Rent Payment(s), in inverse order
of maturity. In no event shall any Advance Rent or any other Rent Payment be
refunded to Lessee. If Rent is hot paid within ten (10) days of its due date,
Lessee agrees to pay a late charge of four cents ($.04) per dollar on, and in
addition to, the amount of such Rent but not exceeding the lawful maximum, if
any.

3.       RENT ADJUSTMENT:

         Intentionally left blank

4.       TAXES AND FEES: (a) If permitted by law, Lessee shall report and pay
promptly all taxes, fees and assessments due, imposed, assessed or levied
against the Aircraft (or purchase, ownership, delivery, leasing, possession, use
or operation thereof), this Agreement (or any rents or receipts hereunder),
Lessor or Lessee, by any domestic or foreign governmental entity or taxing
authority during or related to the term of this Agreement, including, without
limitation, all license and registration fees, and all sales, use, personal
property, excise, gross receipts, stamp, value added, custom duties, landing
fees, airport charges, navigation service charges, route navigation charges or
other taxes, imposts, duties and charges, together with any penalties, fines or
interest thereon (collectively "TAXES"). Notwithstanding the foregoing, Lessee
shall have no liability for Taxes imposed by any domestic or foreign
governmental entity or political subdivision thereof which are on or measured by
the net income, capital, net worth or franchise of Lessor or similar conduct of
business taxes, except as provided in Section 14(c) hereof. Lessee shall (i)
reimburse Lessor upon receipt of written request for reimbursement for any Taxes
charged to or assessed against Lessor, (ii) on request of Lessor, submit to
Lessor written evidence of Lessee's payment of Taxes, (iii) on all tax reports
or returns show Lessor as the owner of the Aircraft, and (iv) send a copy to
Lessor of any tax reports or returns showing Lessor as the owner.
Notwithstanding anything in this Lease to the contrary, Lessee shall have no
liability with respect to: Taxes imposed as a result of the transfer or other
disposition of the Aircraft by Lessor to anyone other than Lessee; Lessor's
gross negligence or willful misconduct; any act or omission of Lessor in breach
of this Lease; Lessor's failure to avail itself of any applicable exemption

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reasonably and timely requested by Lessee (and provided that Lessee has provided
Lessor with such information that Lessor needs in order to assert such
exemption); or Lessor's failure to file any return or report in a timely or
proper manner.

         (b) To the extent any taxing jurisdiction makes a claim with respect to
any Tax for which the Lessee would be liable under this Section 4, Lessee may
contest in its own name such claim only so long as there is no continuing Event
of Default by Lessee under the Lease and taking such action does not subject the
Aircraft to attachment, foreclosure, or repossession by the taxing authority. In
any event, if Lessee wishes to contest the tax, then at such time during such
contest that the tax is required to be paid, Lessee shall agree to indemnify
Lessor for all sums Lessor may be obligated to pay in the event that Lessee does
not prevail in such contest.

         (c) To the extent it is not possible for Lessee to contest the tax in
its own name, Lessee may request Lessor to contest such claim and Lessor shall
be obligated to contest said claim, provided that (1) in the opinion of
independent tax counsel selected by Lessor and approved by Lessee the basis in
law and fact makes it more probably than not that the Lessee will prevail, (2)
Lessee shall have agreed to pay Lessor on demand all out of pocket costs and
expenses (including the fees and disbursements of independent tax counsel)
incurred by Lessor in connection with taking such action, (3) Lessee shall have
agreed to indemnify Lessor for all sums Lessor may be obligated to pay in the
event that Lessor does not prevail in such contest, and (4) Lessor shall have no
obligation to appeal any adverse ruling with respect to the tax contest.

         (d) Notwithstanding anything to the contrary contained herein, if at
any time during the tax contest the Aircraft becomes subject to attachment,
foreclosure or repossession by the taxing authority due to non-payment of the
tax and associated charges for which Lessee is responsible hereunder, Lessee
shall promptly pay such tax and charges.

5.       REPORTS: Lessee will provide Lessor with the following in writing
within the time periods specified: (a) notice of any tax or other lien which
attaches to the Aircraft (other than a Permitted Lien as defined in Section
8(a)), within ten (10) days after Lessee becomes aware of the lien and the full
particulars of the lien forthwith upon request of Lessor, (b) complete
consolidated financial statements for the group of companies of which Lessee is
a member, certified by a recognized firm of certified public accountants,
promptly after the filing of such financial statements with the Securities and
Exchange Commission for each fiscal year of Lessee; (c) notice to Lessor of the
Aircraft's location, and the location of all information, logs, documents and
records relating to the Aircraft and its use, maintenance and/or condition,
immediately upon request; (d) notice to Lessor of the relocation of the
Aircraft's primary hangar location, prior to any relocation; (e) notice of loss
or damage to the Aircraft which would cost more than ten percent (10%) of the
original Capitalized Lessor's Cost to repair or replace, within fifteen (15)
days of such loss or damage; (f) notice of any accident involving the Aircraft
causing personal injury or property damage, within fifteen (15) days of such
accident; (g) copies of the insurance policies or other evidence of insurance
required by the terms hereof, promptly upon request by Lessor; (h) copies of all
information, logs, documents and records relating to the Aircraft and its use,
maintenance and/or condition, within fifteen (15) days of such request; (i)
beginning on the first anniversary of the Commencement Date of this Lease and on
each anniversary date thereafter, a certificate of the authorized officer of
Lessee stating that such officer has reviewed the

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activities of Lessee and that, to the best of such officer's knowledge, there
exists no Event of Default or event which with notice or lapse of time (or both)
would become an Event of Default; (j) such information as may be reasonably
required to enable Lessor to file any reports required by any governmental
authority as a result of Lessor's ownership of the Aircraft, promptly upon
request of Lessor; (k) copies of any manufacturer's maintenance service program
contract for the airframe or engines, promptly upon request by Lessor; (1)
evidence of Lessee's compliance with applicable FAA airworthiness directives and
of compliance with other maintenance provisions of Section 7 hereof, promptly
upon request of Lessor; and (m) notice of any change in Lessee's state of
incorporation or organization, within thirty (30) days of such change and (n)
such other reports or information as Lessor may reasonably request.

6.       DELIVERY, REGISTRATION, USE AND OPERATION:

         (a) Physical possession of the Aircraft shall be delivered directly
from the Supplier to Lessee unless the Aircraft is being leased pursuant to a
sale leaseback transaction in which case Lessee acknowledges that it is in
possession of the Aircraft as of the Lease Commencement Date.

         (b) Lessee shall not take any action, or omit to take any action for
which Lessee has a duty to act, which would cause the Aircraft not to be
registered in the name of Lessor under the Title 49, Subtitle VII of the United
States Code, as amended (the "FAA ACT"), and shall not register the Aircraft
under the laws of any other country.

         (c) The possession, use and operation of the Aircraft shall be at the
sole risk and expense of Lessee. Lessee acknowledges that it accepts full
"operational control" of the Aircraft (as defined in the Federal Aviation
Regulations ("FAR")), Lessee agrees that the Aircraft will be used and operated;
(i) in compliance with any and all statutes, laws, ordinances, regulations and
standards or directives issued by any governmental agency applicable to the use
or operation thereof; (ii) in compliance with any airworthiness certificate,
license or registration relating to the Aircraft issued by any agency; (iii) in
compliance with all safety and security directives of the FAA and similar
government regulations relating to aircraft security; and (iv) in a manner that
does not modify or impair any existing warranties on the Aircraft or any part
thereof. Lessee will operate the Aircraft predominantly in the conduct of its
business and will not use or operate, or permit the Aircraft to be used or
operated, (aa) in violation of any United States export control law, (bb) in a
manner wherein the predominant use during any consecutive twelve month period
would be for a purpose other than transportation for Lessee, or in a manner, for
any time period, such that Lessor or a third party shall be deemed to have
"operational control" of the Aircraft except as otherwise permitted under this
Lease, or (cc) for the carriage of persons or property for hire except as
permitted under subsections 91.501(b)(3), (4), (5), (6) (but excluding therefrom
a "joint ownership agreement"), (7), (8) and (9) of the FAR and section 91.321
of the FAR or otherwise permitted under this Lease or the transport of mail or
contraband. The Aircraft will, at all times be operated by duly qualified pilots
holding at least a valid commercial pilot certificate and instrument rating and
any other certificate, rating, type rating or endorsement appropriate to the
Aircraft, purpose of flight, condition of flight or as otherwise required by the
FAR. The Aircraft's pilots shall be employed and/or paid and contracted for by
Lessee or by a third party retained by Lessee to provide pilot services with
respect to the Aircraft, shall meet all applicable recency of flight
requirements and shall meet the requirements established and specified by the
insurance policies required under this Lease and the FAA. The primary hangar
location of the Aircraft shall be as

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stated in Annex B, Lessee shall not relocate the primary hangar location to a
hangar location outside the United States. Provided that Lessor and its
representatives comply with all security directives of the FAA and similar
governmental and airport regulations relating to aircraft and airport security,
Lessor may, at its expense, examine and inspect the Aircraft, wherever located,
on the ground, after giving Lessee reasonable prior notice.

         (d) (i) AT ALL TIMES DURING THE TERM OF THE LEASE, LESSEE AGREES NOT TO
OPERATE OR LOCATE THE AIRCRAFT, OR ALLOW THE AIRCRAFT TO BE OPERATED OR LOCATED,
IN OR OVER (1) ANY AREA OF HOSTILITIES; OR (2) ANY GEOGRAPHIC AREA WHICH IS NOT
COVERED BY THE INSURANCE POLICIES REQUIRED BY THIS LEASE; OR (3) ANY COUNTRY OR
JURISDICTION FOR WHICH EXPORTS OR TRANSACTIONS ARE SUBJECT TO SPECIFIC
RESTRICTIONS UNDER ANY UNITED STATES EXPORT OR OTHER LAW, OR UNITED NATIONS
SECURITY COUNCIL DIRECTIVE, INCLUDING WITHOUT LIMITATION, THE TRADING WITH THE
ENEMY ACT, 50 U.S.C. APP. SECTIONS 1 ET SEQ., THE INTERNATIONAL EMERGENCY
ECONOMIC POWERS ACT, 50 U.S.C. APP. SECTIONS 1701 ET SEQ., AND THE EXPORT
ADMINISTRATION ACT, 50 U.S.C. APP. SECTIONS 2401 ET SEQ., IF IN SO DOING LESSEE
WOULD VIOLATE, OR PERMIT THE VIOLATION OF, SUCH LAWS OR DIRECTIVES. LESSEE ALSO
AGREES TO PROHIBIT ANY NATIONAL OF SUCH RESTRICTED NATIONS FROM OPERATING THE
AIRCRAFT.

                  (ii) Lessee represents and warrants that it does not on this
         date hold a contract or other obligation to operate the Aircraft in any
         of the following countries; Cuba, Iraq, Iran, Libya, Myanmar, North
         Korea, and Sudan.

         (e) The engines set forth on Annex A shall be used only on the airframe
described in Annex A and shall only be removed for maintenance in accordance
with the provisions of this Lease.

         (f) Lessor shall not disturb Lessee's quiet enjoyment of the Aircraft
during the Term of this Lease unless an Event of Default has occurred and is
continuing under this Lease.

         (g) During the Term of this Lease, Lessee expressly assumes sole and
exclusive responsibility for the determination and implementation of all
security measures and systems required by law or regulation having jurisdiction
over the Lessee or the Aircraft and otherwise as a reasonably prudent lessee of
an aircraft would so do, for the proper protection of the Aircraft (whether on
the ground or in flight) against theft, vandalism, hijacking, destruction,
bombing, terrorism or similar acts directly or indirectly affecting the
Aircraft, any part thereof, or any persons who (whether or not on board the
Aircraft) may sustain any injury or damage as a result of any such acts. Lessee
expressly acknowledges that during the Term of this Lease, Lessee's
implementation of such security measures and systems is a material obligation of
Lessee under this Lease, and that Lessor shall have absolutely no responsibility
therefor. Upon request by Lessor from time to time, and subject to Lessee's
obligation first to comply with all applicable laws and regulations, Lessee
shall provide Lessor with such evidence as is reasonably requested by Lessor
regarding Lessee's compliance with its obligations under this section. However,
in no event shall Lessor have any right, duty or obligation to monitor, review
or assess any security measures maintained by Lessee or Lessee's compliance with
the provisions of this Section. Any review by Lessor of such evidence as is
provided pursuant to Lessor's request hereunder shall be at Lessor's expense and
for Lessor's informational.

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purposes only, and there shall be no inference or implication therefrom that
Lessor has reviewed or approved the adequacy or sufficiency of such
recommendations or of the actual security measures or systems employed by
Lessee. Without limiting the generality of the foregoing, it is expressly
understood and acknowledged that Lessee, being in "operational control" of the
Aircraft, is uniquely in a position to identify and implement those security
measures necessary to comply with this section and that in doing so, Lessee has
not relied upon, and shall not rely upon, any statement, act, or omission of
Lessor.

7.       MAINTENANCE:

         (a) Lessee agrees that the Aircraft will be maintained in compliance
with any and all statutes, laws, ordinances, regulations and standards or
directives issued by any governmental agency applicable to the maintenance
thereof, in compliance with any airworthiness certificate, license or
registration relating to the Aircraft issued by any agency and in a manner that
does not modify or impair any existing warranties on the Aircraft or any part
thereof.

         (b) Lessee shall maintain, inspect, service, repair, overhaul and test
the Aircraft (including each engine) in accordance with (i) all applicable
maintenance manuals published by the manufacturer, including any subsequent
amendments or supplements to such manuals issued by the manufacturer from time
to time, (ii) all mandatory or otherwise required "SERVICE BULLETINS" issued,
supplied, or available by or through the manufacturer and/or the manufacturer of
any engine or part with respect to the Aircraft, (iii) all airworthiness
directives applicable to the Aircraft issued by the FAA or similar regulatory
agency having jurisdictional authority, and, to the extent reasonably possible,
causing compliance to such directives to be completed through corrective
modification in lieu of operating manual restrictions, and (iv) all maintenance
requirements set forth in Annex G hereto. Lessee shall maintain all records,
logs and other materials required by the FAA or by the manufacturer for
enforcement of any warranties. All maintenance procedures required hereby shall
be undertaken and completed in accordance with the manufacturer's recommended
procedures, and by properly trained, licensed, and certificated maintenance
sources and maintenance personnel, so as to keep the Aircraft and each engine in
as good operating condition as when delivered to Lessee hereunder, ordinary wear
and tear excepted, and so as to keep the Aircraft in such operating condition as
may be necessary to enable the airworthiness certification of such Aircraft to
be maintained in good standing at all times.

         (c) Lessee agrees, at its own cost and expense, to (i) cause the
Aircraft and each engine thereon to be kept numbered with the identification and
serial number therefor as specified in Annex A; (ii) prominently display on the
Aircraft that registration number, and only that registration number, specified
in Annex A except the Aircraft's registration number may be changed with
Lessor's consent which shall not be unreasonably withheld, delayed or
conditioned; and (iii) notify Lessor in writing thirty (30) days prior to making
any change in the configuration (other than changes in configuration mandated by
the FAA), appearance and coloring of the Aircraft from that in effect at the
time the Aircraft is accepted by Lessee hereunder, and in the event of such
change or modification of configuration, coloring or appearance, to restore the
Aircraft to the configuration, coloring or appearance in effect on the
Commencement Date upon request of Lessor at the expiration or earlier
termination of this Lease (unless such change or modification of configuration,
coloring or appearance is or has been approved in writing by Lessor which
approval shall not be unreasonably withheld, delayed or conditioned) or, at
Lessor's option to pay to Lessor an amount

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equal to the reasonable cost of such restoration. Lessee will not place the
Aircraft in operation or exercise any control or dominion over the same until
such Aircraft markings have been placed thereon. Lessee will replace promptly
any such Aircraft marking which may be removed, defaced or destroyed.

         (d) Lessee shall be entitled from time to time during the Term of this
Lease to acquire and install on the Aircraft at Lessee's expense, any additional
accessory, device or equipment as Lessee may desire (each such accessory, device
or equipment, an "ADDITION"), but only so long as such Addition (i) is ancillary
to the Aircraft; (ii) is not required to render the Aircraft complete for its
intended use by Lessee; (iii) does not alter or impair the originally intended
function or use of the Aircraft; and (iv) can be readily removed without causing
material damage. Title to each Addition which is not removed by Lessee prior to
the return of the Aircraft to Lessor shall vest in Lessor upon such return.
Lessee shall repair all damage to the Aircraft resulting from the installation
or removal of any Addition so as to restore the Aircraft to its condition prior
to installation, ordinary wear and tear excepted.

         (e) Any alteration or modification with respect to the Aircraft that
may at any time during the Term of this Lease be required to comply with any
applicable law or any governmental rule or regulation (each an "ALTERATION")
shall be made at the expense of Lessee. Any repair made by Lessee of or upon the
Aircraft or replacement parts, including any replacement engine installed
thereon in the course of repairing or maintaining the Aircraft (but excluding
any "loaner" engine temporarily installed on the Aircraft while an engine has
been removed for repair), or any Alteration, shall be deemed an accession, and
title thereto shall be immediately vested in Lessor without cost or expense to
Lessor.

         (f) Except as permitted under this Section 7, Lessee will not modify
the Aircraft or affix or remove any accessory to the Aircraft leased hereunder.

         (g) If the Aircraft is to be operated at any time under Part 135 of the
FAR with the prior written consent of Lessor, then the Aircraft shall be
maintained and operated in accordance with the applicable Part 135 standards.

8.       LIENS, SUBLEASE AND ASSIGNMENT:

         (a) LESSEE SHALL NOT SELL, TRANSFER, ASSIGN OR ENCUMBER THE AIRCRAFT,
ANY ENGINE OR ANY PART THEREOF, LESSOR'S TITLE OR ITS RIGHTS UNDER THIS LEASE.
LESSEE SHALL NOT, EXCEPT AS EXPRESSLY PERMITTED UNDER THIS LEASE OR WITH THE
PRIOR WRITTEN CONSENT OF LESSOR, SUBLET, CHARTER OR PART WITH POSSESSION OF THE
AIRCRAFT OR ANY ENGINE OR PART THEREOF. Lessee shall not permit any engine to be
used on any other Aircraft. Lessee shall keep the Aircraft each engine and any
part thereof free and clear of all liens and encumbrances other than those which
result from (i) the respective rights of Lessor and Lessee as herein provided;
(ii) liens arising from the acts or omissions of Lessor; (iii) liens for taxes
not yet due; and (iv) inchoate materialmen's, mechanics', workmen's,
repairmen's, employees' or other like liens arising in the ordinary course of
business for sums not yet delinquent or being contested in good faith (and for
the payment of which adequate assurances in Lessor's reasonable judgment have
been provided Lessor)(each, a "PERMITTED LIEN").

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         (b) Lessor and any assignee of Lessor may assign this Lease, or any
part hereof and/or the Aircraft subject hereto provided that (a) such assignment
shall in no way impair Lessee's right and interests in the Aircraft and this
Lease, (b) such assignment shall not increase any indemnity or other obligation
of Lessee hereunder, and Lessee shall have no greater obligations hereunder
whether by an increase in the amount of any indemnity payable hereunder or
otherwise and (c) Lessor shall reimburse Lessee for all costs and expenses it
incurs in connection with such assignment. Lessee hereby waives and agrees not
to assert against any such assignee, or assignee's assigns, any defense,
set-off, recoupment claim or counterclaim which Lessee has or may at any time
have against Lessor for any reason whatsoever.

9.       LOSS, DAMAGE AND STIPULATED LOSS VALUE: Lessee hereby assumes and shall
bear the entire risk of any loss, theft, confiscation, expropriation,
requisition, damage to, or destruction of, the Aircraft, any engine or part
thereof from any cause whatsoever. If for any reason the Aircraft, or any engine
thereto becomes worn out, lost, stolen, confiscated, expropriated,
requisitioned, destroyed, irreparably damaged, or unusable ("CASUALTY
OCCURRENCES") Lessee shall promptly and fully notify Lessor in writing. If, in
the reasonable opinion of Lessor, a Casualty Occurrence has occurred which
affects only the engine(s) of the Aircraft, then Lessee, at its own cost and
expense subject to Lessor paying over to Lessee (provided no Event of Default
has occurred and is continuing), any insurance proceeds received by Lessor as a
result of claims for damages, loss, destruction, confiscation, expropriation or
war risk, shall replace such engine(s) within a reasonable period of time after
such loss with an engine(s) reasonably acceptable to Lessor and shall cause
title to such engine(s) to be transferred to Lessor for lease to Lessee under
this Lease. Upon transfer of title to Lessor of such engine(s), such engine(s)
shall be subject to the terms and conditions of this Lease, and Lessee shall
execute whatever documents or filings Lessor reasonably deems necessary and
appropriate in connection with the substitution of such replacement engine(s)
for the original engine(s). Provided such engine has been so replaced and
provided no Event of Default has occurred and is continuing, Lessee shall, as
between Lessee and Lessor only, be entitled to recover possession of the salvage
of the original engine(s) and Lessor will transfer to or at the direction of
Lessee all of Lessor's right, title and interest in any such original engine(s)
free and clear of any lien or encumbrance arising through Lessor and Lessee will
be subrogated to all claims of Lessor against third parties (other than Lessor's
insurer under policies independently maintained at its own cost and expense) in
connection with the Casualty Occurrence provided that the value of the
replacement engine is equal to or greater than the fair market value of the
salvaged engine measured after the time of the Casualty Occurrence. If, in the
reasonable opinion of Lessor, a Casualty Occurrence has occurred with respect to
the Aircraft in its entirety, on the Rent Payment Date next succeeding a
Casualty Occurrence (the "Payment Date"), Lessee shall pay Lessor the sum of (i)
the Stipulated Loss Value as set forth in Annex F calculated as of the Rent
Payment Date immediately preceding such Casualty Occurrence; and (ii) all Rent
and other amounts which are due under this Lease as of the Payment Date minus
any insurance proceeds actually received in goods funds by Lessor as a result of
claims for damages, loss, destruction, confiscation, expropriation or war risk.
Upon payment of all sums due hereunder and compliance by Lessee with all of its
other Lease termination obligations, as provided herein, the Term of this Lease
as to the Aircraft shall terminate, and then, as between Lessee and Lessor only,
Lessee shall be entitled to recover possession of the salvage thereof, Lessor
will transfer to or at the direction of Lessee all of Lessor's right, title and
interest in the Aircraft and any engine constituting part of the Aircraft
whether or not installed on the Aircraft when the Casualty Occurrence occurred,
free and clear of any lien or encumbrance arising through Lessor (provided the
Stipulated Loss Value actually received by Lessor for the Aircraft is equal to
or greater than the Fair Market

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Value (as defined in section 19 herein) of such salvaged Aircraft), and Lessee
will be subrogated to all claims of Lessor against third parties (other than
Lessor's insurer under policies independently maintained at its own cost and
expense) in connection with the Casualty Occurrence.

10.      INSURANCE: Lessee shall secure and maintain in effect at its own
expense throughout the Term of the Lease (i) liability insurance covering public
liability and property, cargo, and sudden accidental pollution coverage (as
provided is such policies) in amounts not less than fifty million (50,000,000)
United States dollars for any single occurrence, (ii) all-risk aircraft hull and
engine insurance (including, without limitation, with respect to engine or part
thereof while removed from the aircraft and foreign object damage insurance) in
an amount which is not less than the then Stipulated Loss Value (but the minimum
amount of such insurance for engines and parts removed from the Aircraft shall
be the replacement cost of such engines and parts, to the extent available); and
(iii) confiscation, expropriation and war risk, hijacking and allied perils
insurance (which insurance shall include coverage against acts of terrorism and
similar criminal acts) in an amount which is (x) for physical damage, not less
than the then Stipulated Loss Value and (y) for liability coverage, not less
than fifty million (50,000,000) United States dollars for any single occurrence.
All insurance shall: (1) name Lessor as owner of the Aircraft and as loss payee,
as its interest may appear, and additional insured (without responsibility for
premiums), (2) provide that any cancellation or substantial change in coverage
shall not be effective as to the Lessor for thirty (30) days (except (i) in the
case of war risk insurance, (a) seven days or such shorter period as may be
reasonably available and (b) without any notice upon (x) the outbreak of war
between any two of: France, the People's Republic of China, the Russian
Federation the United Kingdom or the United States of America, or (y) the
hostile detonation of any weapon of war employing atomic or nuclear fission
and/or fusion or other like reaction or radioactive force; or (z) the
requisitioning of the Aircraft by a governmental authority or agency; and (ii)
ten days with respect to cancellation for failure to pay a premium) after
receipt by Lessor of written notice from such insurer(s) of such cancellation or
change, (3) insure Lessor's interest regardless of any breach of warranty or
other act or omission by Lessee (in circumstances where Lessee has a duty to
act), or violation by Lessee of any warranties, declarations or conditions in
such policies (excluding, if so excluded from such insurance policies,
conversion or embezzlement), (4) include a severability of interest clause
providing that such policy shall operate in the same manner as if there were a
separate policy covering each insured (except as to the limits of liability),
(5) waive any right of set-off against Lessee or Lessor, and any rights of
subrogation against Lessor, (6) be primary and not be subject to any offset by
any other insurance carried by Lessor or Lessee, (7) consist of such other
insurance as Lessor shall reasonably require in accordance with industry
standards, and (8) be with company(ies) reasonably satisfactory to Lessor.
Lessee hereby appoints Lessor as Lessee's attorney-in-fact to make proof of loss
and claim for and to receive payment of and to execute or endorse all documents,
checks or drafts in connection with all policies of insurance in respect of the
Aircraft. Lessor shall not act as Lessee's attorney-in-fact unless there has
occurred and is continuing an Event of Default by Lessee. Any reasonable expense
of Lessor in adjusting or collecting insurance proceeds as Lessee's
attorney-in-fact shall be borne by Lessee. Upon the occurrence and continuation
of an Event of Default hereunder, Lessor may, at its option, apply proceeds of
insurance, in whole or in part, to (A) repair the Aircraft, or repair or replace
any part thereof, or (B) satisfy any obligation of Lessee to Lessor under this
Lease, and any balance remaining shall be paid to Lessee.

Notwithstanding the foregoing if any of the events described in item 2(i)(b)(x),
(y) or (z) of the second sentence of the above paragraph occur (each of the
foregoing being hereinafter referred to as a "GROUNDING

                                     - 9 -

<PAGE>

EVENT"), the Aircraft shall, unless Lessee is otherwise so directed in writing
by Lessor, be immediately grounded and the Lessee shall, to the extent the above
described insurances do not already cover such risks, at its own expense, obtain
ground insurance until such time as the above Grounding Event is remedied or the
obligations to Lessor hereunder are paid in full. In addition, upon the
occurrence of such a Grounding Event, Lessor shall have the right to impose such
other restrictions on the use and operation of the Aircraft as Lessor deems
prudent, in its sole and complete discretion.

11.      RETURN OF AIRCRAFT:

         (a) On the date of expiration or termination of this Lease other than
by reason or a Casualty Occurrence (the "RETURN DATE"), Lessee shall return the
Aircraft to Lessor, at a location Lessor shall direct that shall be within the
continental United States no greater than 1,500 miles from the primary hangar
location of the Aircraft at the expiration or termination of this Lease. Lessee
shall also return all logs, loose equipment, manuals and data associated with
the Aircraft, including without limitation, inspection, modification and
overhaul records required to be maintained with respect to the Aircraft under
this Lease or under the applicable rules and regulations of the FAA or under the
manufacturer's recommended maintenance program, along with a currently effective
FAA airworthiness certificate. Lessee shall, upon request, assign to Lessor its
rights under any manufacturer's maintenance service contract or extended
warranty for the Aircraft, any engine or part thereof. All costs and expenses
for return of the Aircraft and delivery of the aforementioned logs, manuals and
data shall be borne by Lessee. The Aircraft shall be returned in the condition
in which the Aircraft is required to be maintained pursuant to Section 7, but
with all logos or other identifying marks of Lessee removed. Additionally,
Lessee shall ensure that the Aircraft complies with all requirements and
conditions set forth on Annex G hereto.

         (b) Lessor may arrange for the inspection of the Aircraft on the Return
Date to determine if the Aircraft has been maintained and returned in accordance
with the provisions of this Lease. Lessor shall be responsible for the cost of
such inspection. If the results of such inspection indicate that the Aircraft,
any engine thereto or part thereof, has not been maintained or returned in
accordance with the provisions of this Lease, Lessee shall pay to Lessor within
fifteen (15) days of demand, as liquidated damages, the estimated cost
("ESTIMATED COST") of servicing or repairing the Aircraft, engine or part. The
Estimated Cost shall be determined by Lessor and Lessee each obtaining one quote
for such service or repair work and taking the average of the two quotes.

         (c) If Lessee fails to return the Aircraft on the Return Date, Lessor
shall be entitled to damages equal to the higher of (i) Rent for the Aircraft,
pro-rated on a per diem basis, for each day the Aircraft is retained beyond the
Return Date; or (ii) the daily fair market rental for the Aircraft at the Return
Date. Such damages for retention of the Aircraft shall not be interpreted as an
extension or reinstatement of the Term.

         (d) All of Lessor's rights contained in this Section shall survive the
expiration or other termination of this Lease.

                                     - 10 -

<PAGE>

12.      EVENTS OF DEFAULT AND REMEDIES:

         (a) The term "Event of Default", wherever used herein, shall mean any
of the following events under this Lease: (i) Lessee breaches its obligation to
pay Rent or any other sum when due and fails to cure the breach within ten (10)
days; or (ii) Lessee breaches any of its insurance obligations under Section 10;
or (iii) Lessee breaches any of its other obligations and fails to cure that
breach within thirty (30) days after written notice from Lessor to Lessee; or
(iv) any representation or warranty made by Lessee in this Lease shall prove to
have been false or misleading in any material respect when any such
representation or warranty was made or given (or, if a continuing
representation, at any material time); or (v) Lessee or any guarantor or other
obligor for any of the obligations hereunder (collectively "GUARANTOR") becomes
insolvent or ceases to do business as a going concern; or (vi) a petition is
filed by or against Lessee or any Guarantor under any bankruptcy, insolvency or
similar laws and in the event of an involuntary petition, the petition is not
dismissed within ninety (90) days of the filing date; or (viii) Lessee breaches
or is in default under any other agreement by and between Lessor and Lessee for
the lease of property or the financing of equipment.

         (b) Upon the occurrence of any Event of Default and so long as the same
shall be continuing, Lessor may, at its option, at any time thereafter, exercise
one or more of the following remedies, as Lessor in its sole discretion shall
lawfully elect: (i) demand that Lessee immediately pay as liquidated damages,
for loss of a bargain and not as a penalty, an amount equal to the Stipulated
Loss Value of the Aircraft, computed as of the Basic Term Rent Date immediately
preceding such demand together with all Rent and other amounts due and payable
for all periods up to and including the Basic Term Rent Date following the date
on which Lessor made its demand for liquidated damages; (ii) demand that Lessee
pay all amounts due for failure to maintain or return the Aircraft as provided
herein and cause Lessee to assign to Lessor (to the extent assignable) Lessee's
rights under any manufacturer's service program contract or any extended
warranty contract in force for the Aircraft; (iii) proceed by appropriate court
action, either at law or in equity, to enforce the performance by Lessee of the
applicable covenants of this Lease or to recover damages for breach hereof; (iv)
by notice in writing terminate this Lease, whereupon all rights of Lessee to use
of the Aircraft or any part thereof shall absolutely cease and terminate, and
Lessee shall immediately return the Aircraft in accordance with Section 11, but
Lessee shall remain liable as provided in Section 11; (v) request Lessee to
return the Aircraft to a designated location in accordance with Section 11 ;
(vi) peacefully enter the premises where the Aircraft may be and take possession
of the Aircraft; (vii) sell or otherwise dispose of the Aircraft at private or
public sale, in bulk or in parcels, with or without notice, and without having
the Aircraft present at the place of sale; (viii) lease or keep idle all or part
of the Aircraft; (ix) use Lessee's premises for storage pending lease or sale or
for holding a sale without liability for rent or costs; (x) collect from Lessee
all costs, charges and expenses, including reasonable legal fees and
disbursements, incurred by Lessor by reason of the occurrence of any Event of
Default or the exercise of Lessor's remedies with respect thereto; and/or (xi)
declare any Event of Default under the terms of this Lease to be a default under
any other agreement between Lessor and Lessee for the lease of property or the
financing of equipment.

         (c) Lessor shall have the right to any proceeds of sale, lease or other
disposition of the Aircraft, if any, and shall apply same in the following order
of priorities: (i) to pay all of Lessor's costs, charges and expenses incurred
in enforcing its rights under this Lease or in taking, removing, holding,
repairing, selling, leasing or otherwise disposing of the Aircraft; then, (ii)
to the extent not previously paid by Lessee, to pay Lessor all sums due from
Lessee under this Lease; then (iii) to reimburse to Lessee any sums previously

                                     - 11 -

<PAGE>

paid by Lessee as liquidated damages; and (iv) any surplus shall be retained by
Lessor. Lessee shall pay any deficiency in (i) and (ii) immediately.

         (d) The foregoing remedies are cumulative, and any or all thereof may
be exercised instead of or in addition to each other or any remedies at law, in
equity, or under statute. Notwithstanding anything herein to the contrary,
Lessor agrees to mitigate its damages hereunder, as so required under applicable
law. Waiver of any Event of Default shall not be a waiver of any other or
subsequent Event of Default.

13.      NET LEASE:

         Lessee is unconditionally obligated to pay all rent and other amounts
due for the entire Term of this Lease no matter what happens, even if the
Aircraft is damaged or destroyed, if it is defective or if Lessee no longer can
use it except as provided in section 9 of this Lease. Lessee is not entitled to
reduce or set-off against rent or other amounts due to Lessor or to anyone to
whom Lessor assigns this Lease whether Lessee's claim arises out of this Lease,
any statement by Lessor, Lessor's liability or any Supplier's liability, strict
liability, negligence or otherwise.

14.      INDEMNIFICATION:

         (a) Lessee hereby agrees to indemnify (on an after tax basis) Lessor
and any other entity which has an ownership interest in, is owned by or is under
common ownership with, Lessor, and the respective or collective officers,
directors, agents, employees, successors and assigns of each (each, an
"INDEMNIFIED PARTY") from and against any and all losses, damages, penalties,
injuries, claims, demands, actions and suits, (collectively "CLAIMS") whether in
law or equity, or in contract, tort, or otherwise, including reasonable
attorneys' fees and disbursements and other costs of investigation or defense,
including those incurred upon any appeal, arising out of or relating to the
Aircraft or this Lease, except to the extent the Claims result from Indemnified
Party's gross negligence or willful misconduct. This indemnity shall include,
but is not limited to, Lessor's strict liability in tort and Claims that may be
imposed on, incurred by or asserted against an Indemnified Party in any way
arising out of (i) the selection, manufacture, purchase, acceptance or rejection
of the Aircraft, the ownership of the Aircraft during the term of this Lease,
and the delivery, lease, possession, maintenance, use, condition, return or
operation of the Aircraft (including, without limitation, latent and other
defects, whether or not discoverable by Lessor, any Indemnified Party or Lessee
and any claim for patent, trademark or copyright infringement or environmental
damage), (ii) the condition of the Aircraft sold or disposed of immediately
after use by Lessee, any sublessee or employees of Lessee to the extent that the
damages are the result of acts or omissions (in circumstances where Lessee has a
duty to act) of Lessee, any sublessee or employees of Lessee; (iii) any breach
of Lessee's obligations under the Lease or the failure by Lessee to comply with
any term, provision or covenant contained in this Lease or any other agreement
executed by Lessee in connection with this Lease or the Aircraft or with any
applicable law, rule or regulation with respect to the Aircraft, or the
nonconformity of the Aircraft or its operation with any applicable law; (iv)
vandalism, hijacking, destruction, bombing, terrorism or similar acts directly
or indirectly affecting the Aircraft, any part thereof, or any persons who
(whether or not on board the Aircraft) may sustain any injury or damage as a
result of any such acts, regardless of whether or not Lessee was at the time of
such use, complying with the security requirements of the Lease or applicable

                                     - 12 -

<PAGE>

law; (v) any actions brought against any Indemnified Party that arise out of
Lessee's actions (or actions of Lessee's agents) in connection with this Lease
or the Aircraft; or (vi) Lessor's reliance on any representation or warranty
made by Lessee (or any of its officers) under or in connection with this Lease
or any report or other information delivered by Lessee pursuant hereto which
shall have been incorrect in any material respect when made or deemed made or
delivered, Lessee shall pay on demand to each Indemnified Party any and all
amounts necessary to indemnify such Indemnified Party from and against any of
the foregoing. Lessee shall, upon request, defend any actions based on, or
arising out of, any of the foregoing. Notwithstanding anything herein to the
contrary, Lessee shall have no obligation to indemnify an Indemnified Party
against any Claims that are caused by the gross negligence or willful misconduct
of any Indemnified Party, by any Indemnified Party's breach of this Lease, or
any Indemnified Party's assignment or transfer of this Lease or the Aircraft.

         (b) Lessee hereby represents, warrants and covenants that (i) the
Aircraft will not be used predominantly outside of the United States within the
meaning of Section 168(g)(l)(A), (ii) the Aircraft will not become "tax-exempt
use property" within the meaning of IRC Section 168(g)(l)(B), (iii) the
Aircraft will not become "limited use property" within the meaning of Rev. Proc.
75-21 and 76-30, (iv) the Lessee will not make substantial non-severable
improvements to the Aircraft unless required to by law in order to operate the
Aircraft. In connection with and in reliance upon Lessee's observance of the
foregoing representations, warranties and covenants, Lessee acknowledges that
Lessor will be taking certain tax benefits set forth in Annex B Section C (the
"Tax Benefits") in respect of the Aircraft (all references to Lessor in this
Section 14 include Lessor and the consolidated taxpayer group of which Lessor is
a member), and at no time during the Term of this Lease will Lessee take nor
will it permit any sublessee or assignee to take any action (whether or not such
act is otherwise permitted by Lessor or the provisions of this Lease), which
will result in the breach of the foregoing representations, warranties and
covenants set forth in this Section 14 (b) and the subsequent disqualification
of the Aircraft for, or recapture of, all or any portion of such Tax Benefits;
provided, however, that Lessee shall not be in breach of the representations,
warranties or covenants contained in Section 14(b) if such breach is caused by
the Lessor or by Lessee's exercise (provided no Event of Default has occurred
and is continuing), of any purchase option or termination option exercised under
the terms and conditions of this Lease. For the purposes of this Section 14(b),
taking the Aircraft outside the United States and failing to bring it back to
the United States in time to avoid having the Aircraft used predominantly
outside the United States within the meaning of Section 168(g)(l)(A) will be
considered an action in violation of the foregoing.

         (c) If as a direct result of a breach of any representation, warranty
or covenant of the Lessee contained in this Lease (i) tax counsel of Lessor
shall determine that Lessor is not entitled to claim on its Federal income tax
return all or any portion of the Tax Benefits with respect to the Aircraft, or
(ii) any Tax Benefit claimed on the Federal income tax return of Lessor is
disallowed or adjusted by the Internal Revenue Service, or (iii) any Tax Benefit
is recalculated or recaptured (any determination, disallowance, adjustment,
recalculation or recapture being a "Loss"), then Lessee shall pay to Lessor, as
an indemnity and as additional rent, an amount that shall cause Lessor's
after-tax economic yields and cash flows to equal the Net Economic Return that
would have been realized by Lessor if such Loss had not occurred. Such amount
shall be payable upon demand accompanied by a statement describing in reasonable
detail such Loss and the computation of such amount. The economic yields and
cash flows shall be computed on the same assumptions, other than tax rates, as
were used by Lessor in originally evaluating the transaction ("Net Economic
Return").

                                     - 13 -

<PAGE>

         (d) Intentionally left blank.

         (e) All references to Lessor in this Section 14 include Lessor and the
consolidated taxpayer group of which Lessor is a member. All of Lessor's rights,
privileges and indemnities contained in this Section 14 shall survive the
expiration or other termination of this Lease, and the rights, privileges and
indemnities contained herein are expressly made for the benefit of, and shall be
enforceable by Lessor, its successors and assigns.

15.      DISCLAIMER:

         LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE AIRCRAFT WITHOUT ANY
ASSISTANCE FROM LESSOR, ITS AGENTS OR EMPLOYEES AND THAT LESSOR IS LEASING THE
AIRCRAFT IN AN "AS IS" CONDITION SUBJECT TO ANY SUPPLIER OR OUTFITTER WARRANTIES
(THE BENEFITS OF WHICH LESSOR HEREBY ASSIGNS TO LESSEE). LESSOR DOES NOT MAKE,
HAS NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE
AIRCRAFT LEASED UNDER THIS LEASE OR ANY COMPONENT THEREOF, OR ANY ENGINE
INSTALLED THEREON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO CONDITION,
AIRWORTHINESS, DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR
WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, SAFETY,
PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE. All such risks, as
between Lessor and Lessee, are to be borne by Lessee. Without limiting the
foregoing, Lessor shall have no responsibility or liability to Lessee or any
other person with respect to any of the following: (i) any liability, loss or
damage caused or alleged to be caused directly or indirectly by the Aircraft,
any inadequacy thereof, any deficiency or defect (latent or otherwise) of the
Aircraft, or any other circumstance in connection with the Aircraft; (ii) the
use, operation or performance of the Aircraft or any risks relating to it; (iii)
any interruption of service, loss of business or anticipated profits or
consequential damages; or (iv) the delivery, operation, servicing, maintenance,
repair, improvement or replacement of the Aircraft. If, and so long as, no Event
of Default exists under this Lease, Lessee shall be, and hereby is, authorized
during the Term of this Lease to assert and enforce, at Lessee's sole cost and
expense, in the name of and for the account of Lessor and/or Lessee, as their
interests may appear, whatever claims and rights Lessor may have against any
Supplier of the Aircraft. Nothing in this paragraph shall be deemed to disclaim
or waive the responsibility or liability of Lessor caused by its gross
negligence or willful misconduct or its breach of this Lease.

16.      REPRESENTATIONS AND WARRANTIES OF LESSEE AND LESSOR:

         16.1 Lessee hereby represents and warrants to Lessor that on the date
of this Lease and at all times during the Term of this Lease:

         (a) On the date hereof, Lessee has adequate power and capacity to enter
into, and perform under, this Lease and all related documents (together, the
"DOCUMENTS") and is duly qualified to do business wherever

                                     - 14 -

<PAGE>

necessary to carry on its present business and operations, including, if
necessary, the jurisdiction(s) where the Aircraft is or is to have its primary
hangar location.

         (b) On the date hereof, the Documents have been duly authorized,
executed and delivered by Lessee and constitute valid, legal and binding
agreements, enforceable against Lessee in accordance with their terms, except to
the extent that the enforcement of remedies therein provided may be limited
under applicable bankruptcy and insolvency laws.

         (c) On the date hereof, no approval, consent or withholding of
objections is required from any governmental authority or instrumentality with
respect to the entry into or performance by Lessee of the Documents except such
as have already been obtained.

         (d) On the date hereof, the entry into and performance by Lessee of the
Documents will not: (i) violate any judgment, order, law or regulation
applicable to Lessee or any provision of Lessee's Certificate of Incorporation
or By-Laws; or (ii) result in any breach of, constitute a default under or
result in the creation of any lien, charge, security interest or other
encumbrance upon any Aircraft pursuant to any indenture, mortgage, deed of
trust, bank loan or credit agreement or other instrument (other than this Lease)
to which Lessee is a party.

         (e) There are no suits or proceedings pending or threatened in court or
before any commission, board or other administrative agency against or affecting
Lessee, which will have a material adverse effect on the ability of Lessee to
fulfill its obligations under this Lease.

         (f) Each financial statement delivered to Lessor has been prepared in
accordance with generally accepted accounting principles consistently applied,
and there has been no material adverse change between the date Lessee provided
the most recent financial statement prior to the Commencement Date and the
Commencement Date of this Lease.

         (g) Lessee's exact legal name is as set forth in the first sentence of
this Lease and Lessee is and will be at all times validly existing and in good
standing under the laws of the State of its incorporation (specified in the
first sentence of this Lease) and Lessee is and will continue to be a "CITIZEN
OF THE UNITED STATES" within the meaning of Section 40102(a)(15) of Title 49 of
the United States Code. Lessee shall not consolidate, reorganize or merge with
any other corporation or entity or sell, convey, transfer or lease all or
substantially all of its property during the Term of this Lease without Lessor's
consent, which shall not be unreasonably withheld, delayed or conditioned.

         (h) The chief executive office or chief place of business (as either of
such terms is used in Article 9 of the Uniform Commercial Code) of Lessee is
located at the address set forth above, and Lessee agrees to give Lessor prior
written notice of any relocation of said chief executive office or chief place
of business from its present location.

         (i) A copy of this Lease, and a current and valid Aircraft Registration
Certificate will be kept on the Aircraft at all times during the Term of this
Lease.

                                     - 15 -

<PAGE>

         (j) Lessee has selected the Aircraft, manufacturer and vendor thereof,
and all maintenance facilities required hereby.

         (k) Lessee shall maintain all logs, books and records (including any
computerized maintenance records) pertaining to the Aircraft and engines and
their maintenance during the Term in accordance with FAA rules and regulations.

         (l) Lessee shall not operate the Aircraft under Part 135 of the FAR
without the prior written approval of Lessor.

         (m) Lessee shall notify the local Flight Standards District Office of
the FAA forty-eight (48) hours prior to the first flight of the Aircraft under
this Lease.

         (n) Throughout the Term of this Lease, Lessee will not use or operate
and will not permit the Aircraft to be used or operated "predominately" outside
the United States as that phrase is used in Section 168(g)(l)(A)of the Code.

         (o) Lessee is and will remain in full compliance with all laws and
regulations applicable to it including, without limitation, (i) ensuring that no
person who owns a controlling interest in or otherwise controls Lessee is or
shall be (Y) listed on the Specially Designated Nationals and Blocked Person
List maintained by the Office of Foreign Assets Control ("OFAC"), Department of
the Treasury, and/or any other similar lists maintained by OFAC pursuant to any
authorizing statute, Executive Order or regulation or (Z) a person designated
under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23,
2001), any related enabling legislation or any other similar Executive Orders,
and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws,
regulations and government guidance on BSA compliance and on the prevention and
detection of money laundering violations.

         16.2 Lessor hereby represents and warrants to Lessee that:

         (a) On the date hereof, Lessor has adequate power and capacity to enter
into, and perform under, this Lease and all related Documents and is duly
qualified to do business wherever necessary to carry on its present business and
operations.

         (b) On the date hereof, the Documents have been duly authorized,
executed and delivered by Lessor and constitute valid, legal and binding
agreements, enforceable against Lessor in accordance with their terms, except to
the extent that the enforcement of remedies therein provided may be limited
under applicable bankruptcy and insolvency laws.

         (c) On the date hereof, no approval, consent or withholding of
objections is required from any governmental authority or instrumentality with
respect to the entry into or performance by Lessor of the Documents except such
as have already been obtained.

         (d) On the date hereof, the entry into and performance by Lessor of the
Documents will not: (i) violate any judgment, order, law or regulation
applicable to Lessor or any provision of Lessor's Certificate of Incorporation
or By-Laws; or (ii) result in any breach of, constitute a default under any
indenture,

                                     - 16 -
<PAGE>

mortgage, deed of trust, bank loan or credit agreement or other instrument
(other than this Lease) to which Lessor is a party.

         (e)      On the date of this Lease and at all times during the Term of
this Lease, so long as no Event of Default has occurred and is continuing, (i)
Lessor, and anyone claim by or through Lessor, shall not interfere with Lessee's
quiet enjoyment and use of the Aircraft, (ii) Lessor authorizes Lessee to assert
for Lessor's account all rights and powers of Lessor under any manufacturer's or
vendor's warranty with respect to the Aircraft or its components and (iii) to
the extent permitted by such manufacturer's or vendor's warranty, Lessor assigns
such warranty to Lessee.

         (f)      On the date of this Lease and at all times during the Term of
this Lease, Lessor is and will remain in full compliance with all laws and
regulations applicable to it including, without limitation, (i) ensuring that no
person who owns a controlling interest in or otherwise controls Lessor is or
shall be (Y) listed on the Specially Designated Nationals and Blocked Person
List maintained by the OFAC, Department of the Treasury, and/or any other
similar lists maintained by OFAC pursuant to any authorizing statute, Executive
Order or regulation or (Z) a person designated under Section l(b), (c) or (d) of
Executive Order No. 13224 (September 23, 2001), any related enabling legislation
or any other similar Executive Orders, and (ii) compliance with all applicable
BSA laws, regulations and government guidance on BSA compliance and on the
prevention and detection of money laundering violations.

17. EARLY TERMINATION:

         (a)      Lessee may, so long as no Event of Default by Lessee exists
and is continuing under this Lease, terminate this Lease upon at least ninety
(90) days prior written notice to Lessor effective on the Rent Payment Date
("TERMINATION DATE") specified in such notice which may be any Rent Payment Date
on or after the First Termination Date (as specified in Annex B).

         (b)      Lessee shall, and Lessor may, solicit cash bids for the
Aircraft on an AS IS, WHERE IS basis without recourse to or warranty from
Lessor, express or implied ("AS IS BASIS"). Prior to the Termination Date,
Lessee shall (i) certify to Lessor any bids received by Lessee; and (ii) pay to
Lessor, (a) the Termination Value (calculated as of the Termination Date) for
the Aircraft; and (b) all Rent and other sums due and unpaid as of the
Termination Date. Neither Lessee nor its agents shall be permitted to bid.

         (c)      Provided that all amounts due hereunder have been paid on the
Termination Date, Lessor shall (i) sell the Aircraft on an AS IS BASIS for cash
to the highest bidder and (ii) refund the proceeds of such sale (net of any
related expenses) to Lessee up to the amount of the Termination Value paid by
Lessee. If such sale is not consummated, no termination shall occur and Lessor
shall refund the Termination Value (less any expenses incurred by Lessor) to
Lessee.

         (d)      Notwithstanding the foregoing, Lessor may elect by written
notice, at any time prior to the Termination Date, not to sell the Aircraft. In
that event, on the Termination Date Lessee shall: (i) return the Aircraft (in
accordance with Section 11); and (ii) pay to Lessor all amounts required under
Section 17(b) less the amount of the highest bid certified by Lessee to Lessor.

                                      -17-
<PAGE>

18. EARLY PURCHASE OPTION:

         (a)      On the Early Purchase Option Date (specified in Annex B),
Lessee may, so long as no Event of Default by Lessee exists hereunder and is
continuing and this Lease has not been earlier terminated, purchase the Aircraft
on an AS IS BASIS for cash equal to the Early Purchase Option Price (specified
on Annex B), plus all applicable sales taxes, Lessee must give Lessor at least
thirty (30) days, but not more than ninety (90) days, prior written notice of
the purchase. Lessor and Lessee agree that the Option Price is a reasonable
prediction of the price that a willing buyer (who is neither a lessee in
possession nor a used aircraft dealer) would pay for the Aircraft on the Early
Purchase Option Date in an arm's length transaction to a willing seller under no
compulsion to sell.

         (b)      If Lessee has elected to purchase the Aircraft, then on the
Early Purchase Option Date Lessee shall pay to Lessor the Early Purchase Option
Price (plus all applicable sales taxes) together with any rent and other sums
due and unpaid on the Early Purchase Option Date.

19. END OF LEASE PURCHASE OPTION:

         (a)      On the Expiration Date (specified in Annex B), Lessee may, so
long as no Event of Default by Lessee exists hereunder and is continuing and
this Lease has not been earlier terminated, purchase the Aircraft on an AS IS
BASIS for cash equal to its then Fair Market Value (plus all applicable sales
taxes). Lessee must give Lessor at least ninety (90) days, but not more than one
hundred eighty (180) days, prior written notice of its intent to purchase.

         (b)      "FAIR MARKET VALUE" shall mean the price which a willing buyer
(who is neither a lessee in possession nor a used equipment dealer) would pay
for the Aircraft in an arm's-length transaction to a willing seller under no
compulsion to sell. In determining the Fair Market Value: (i) the Aircraft shall
be assumed to be in the condition in which it is required to be maintained and
returned under this Lease, (ii) any installed additions to the Aircraft shall be
valued on an installed basis; and (iii) costs of removal of the Aircraft from
the current location shall not be a deduction from the value of the Aircraft. If
Lessor and Lessee are unable to agree on the Fair Market Value at least sixty
(60) days before Lease expiration, Lessor shall appoint an independent appraiser
(reasonably acceptable to Lessee) to determine Fair Market Value. The
independent appraiser's determination shall be final, binding and conclusive.
Lessee and Lessor shall each bear one-half of the costs associated with any such
appraisal.

         (c)      Lessee shall be deemed to have waived this purchase option
unless it provides Lessor with written notice of its irrevocable election to
exercise the option within fifteen (15) days after the Fair Market Value is
finally determined in accordance with the preceding section.

20. MISCELLANEOUS:

         (a) LESSEE AND LESSOR HEREBY UNCONDITIONALLY WAIVE THEIR RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS

                                      -18-
<PAGE>

LEASE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN LESSEE AND LESSOR
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEE AND LESSOR. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT
BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS LEASE, ANY
RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
TRANSACTION OR ANY RELATED TRANSACTION. THIS LEASE MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

         (b) As between Lessor and Lessee, the Aircraft shall remain Lessor's
property unless Lessee purchases the Aircraft from Lessor, and, until such time,
Lessee shall only have the right to use the Aircraft pursuant to this Lease. Any
cancellation or termination of this Lease, pursuant to the provisions of this
Lease, shall not release either party from any then outstanding obligations to
the other party hereunder.

         (c) Time is of the essence of this Lease. Lessee agrees, upon Lessor's
request, to execute, any instrument reasonably necessary or expedient for
filing, recording or perfecting the interest of Lessor, In addition, Lessee
hereby authorizes Lessor to file a financing statement and amendments thereto
describing the Aircraft and any engines, equipment and/or accessories described
in any Annex attached hereto and containing any other information required by
the applicable Uniform Commercial Code, All notices required to be given
hereunder shall be deemed adequately given if delivered in hand or sent by
registered or certified mail, postage prepaid, to the addressee at its address
stated herein, or at such other place as such addressee may have designated in
writing. This Lease and any Annexes hereto constitute the entire agreement of
the parties with respect to the subject matter hereof, and all Annexes
referenced herein are incorporated herein by reference. NO VARIATION OR
MODIFICATION OF THIS LEASE OR ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS,
SHALL BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF
EACH PARTY TO THIS LEASE.

         (d) If Lessee does not comply with any provision of this Agreement,
Lessor shall have the right, but shall not be obligated, to, upon the occurrence
and during the continuance of an Event of Default, effect such compliance, in
whole or in part. All reasonable amounts spent and obligations incurred or
assumed by Lessor in effecting such compliance shall constitute additional Rent
due to Lessor. Lessee shall pay the additional Rent within ten days after the
date Lessor sends notice to Lessee requesting payment. Lessor's effecting such
compliance shall not be a waiver of any Event of Default.

         (e) Any Rent or other amount not paid to Lessor when due shall bear
interest from the due date until paid, at the lesser of twelve percent (12%) per
annum or the maximum rate allowed by law. Any provisions in this Lease which are
in conflict with any statute, law or applicable rule shall be deemed omitted,
modified or altered to conform thereto.

                                      -19-
<PAGE>

         (f) THIS LEASE AND THE FIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, REGARDLESS OF THE LOCATION OF THE AIRCRAFT.

         (g) This Lease may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument, and either of
the parties hereto may execute this Lease by signing any such counterpart.

         (h) Each party hereto agrees to keep confidential, the terms and
provisions of the Documents and the transactions contemplated hereby and thereby
(collectively, the "TRANSACTIONS"). Notwithstanding the foregoing, the
obligations of confidentiality contained herein, as they relate to the
Transactions, shall not apply to the federal tax structure or federal tax
treatment of the Transactions, and each party hereto (and any employee,
representative, or agent of any party hereto) may disclose to any and all
persons, without limitation of any kind, the federal tax structure and federal
tax treatment of the Transactions. The preceding sentence is intended to cause
each Transaction to be treated as not having been offered under conditions of
confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor
provision) of the Treasury Regulations promulgated under Section 601 1 of the
Internal Revenue Code of 1986, as amended, and shall be construed in a manner
consistent with such purpose. In addition, each party hereto acknowledges that
it has no proprietary or exclusive rights to the federal tax structure of the
Transactions or any federal tax matter or federal tax idea related to the
Transactions.

21. TRUTH-IN-LEASING:

         (a) LESSEE HAS REVIEWED THE AIRCRAFT'S MAINTENANCE RECORDS AND
OPERATING LOGS AND HAS FOUND THAT DURING THE PRECEDING 12 MONTHS OR, IF SHORTER,
THE PERIOD FROM THE DATE THE AIRCRAFT WAS REGISTERED IN THE UNITED STATES UNTIL
THE COMMENCEMENT DATE OF THIS LEASE, THE AIRCRAFT HAS BEEN MAINTAINED AND
INSPECTED UNDER PART 14 CFR 91.409(f) OF THE FEDERAL AVIATION REGULATIONS.
LESSEE CERTIFIES THAT THE AIRCRAFT PRESENTLY COMPLIES WITH THE APPLICABLE
MAINTENANCE AND INSPECTION REQUIREMENTS OF PART 14 CFR 9l.409(f) OF THE FEDERAL
AVIATION REGULATIONS.

         (b) LESSEE CERTIFIES THAT LESSEE, AND NOT LESSOR, IS RESPONSIBLE FOR
OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS LEASE DURING THE TERM HEREOF.
EACH PARTY FURTHER CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITY FOR
COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

                                      -20-
<PAGE>

         (c) LESSEE CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED
UNDER PART 14 CFR 91.409(f) OF THE FEDERAL AVIATION REGULATIONS FOR OPERATIONS
TO BE CONDUCTED UNDER THIS LEASE, EACH PARTY UNDERSTANDS THAT AN EXPLANATION OF
FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION
REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT
OFFICE.

         IN WITNESS WHEREOF, Lessee and Lessor have caused this Lease to be
         executed by their duly authorized representatives as of the date first
         above written.

LESSOR:                                          LESSEE:
AVN AIR, LLC
BY: GENERAL ELECTRIC CAPITAL CORPORATION,        MHS CONSULTING CORPORATION
ITS MANAGER


 By:/s/ Connie Iatrides                          By: /S/ Karey L. Witty
        ------------------------------               ---------------------------
 Name:  Connie Iatrides                          Name:   KAREY L. WITTY
        ------------------------------
 Title :                                         Title:  SECRETARY
        ------------------------------

                                      -21-
<PAGE>

                                     ANNEX A
                         (FOR FAA FILING PURPOSES ONLY)

          DESCRIPTION OF AIRCRAFT, LESSOR'S COST, AND AIRCRAFT MARKINGS

I.       DESCRIPTION COST:
                                                       $ INTENTIONALLY OMITTED

                  Bombardier Aerospace, Model Challenger 604 Aircraft which
                  consists of the following components:

                  (a) Airframe bearing FAA Registration Mark N145DL and
                  Manufacturer's Serial No, 5367;

                  (b) two, (2) General Electric engines Model CF-34 3B bearing
                  Manufacturer's Serial Nos. 872289 and 872290 respectively
                  (each of which has 750 or more rated takeoff horsepower or the
                  equivalent of such horsepower);

                  (c) N/A, (_______________, ) N/A propellers
                  bearing, respectively bearing, Manufacturer's Serial Nos.
                  _______________________and __________________________________,
                  each being rated as follows:__________________________________

                  (d) Standard accessories and optional equipment and such other
                  items fitted or installed on the Aircraft and set forth on
                  Exhibit A to Annex A attached hereto.

                  (e) Those items of Lessee Furnished Equipment described in a
                  bill of sale or bills of sale therefor (copies of which arc
                  appended hereto), delivered by Lessee to Lessor which
                  constitute appliances and equipment which will be installed on
                  the Aircraft;

                  (f) Sales Tax - to be paid on rental stream

                  (g) Other -- APU: Garrett Model GTCP 36-100E, S/N P559

                            CAPITALIZED LESSOR'S COST    $ INTENTIONALLY OMITTED

II. AIRCRAFT MARKINGS (REFERENCED IN THE MAINTENANCE SECTION OF LESSOR)

(a) Four-by-six inch plaque to be maintained in cockpit and affixed in
conspicuous position stating:

                                            AVN Air, LLC Owner and Lessor.
                               MHS Consulting Corporation Lessee under a certain
                                     Lease dated as of_________________, has
                                      operational control of this aircraft.

(b) Similar markings shall be permanently affixed to each engine.

Initials;

Lessee: /s/ Karey L. Witty                   Lessor /s/ Connie Iatrides
        ------------------------                    ---------------------------

<PAGE>

                                    ANNEX A

          DESCRIPTION OF AIRCRAFT, LESSOR'S COST, AND AIRCRAFT MARKINGS

I.  DESCRIPTION COST;

     Bombardier Aerospace, Model Challenger 604 Aircraft which    $17,286,000-00
     consists Of the following components;

     (a) Airframe bearing FAA Registration Mark N145DL and
     Manufacturer's Serial No. 5367;

     (b) two, (2) General Electric engines Model CF-34 3B bearing
     Manufacturer's Serial Nos. 8722B9 and 872290 respectively
     (each of which has 750 or more rated takeoff horsepower or the
     equivalent of such horsepower);

     (c) N/A, (______________________) N/A propellers bearing,
     respectively bearing, Manufacturer's Serial Nos,
     _____________________________________________AND each being
     rated as follows:

     (d) Standard accessories and optional equipment and such other
     items fitted or installed on the Aircraft and set forth on
     Exhibit A to Annex A attached hereto.

     (e) Those items of Lessee Furnished Equipment described in a
     bill of sale or bills of sale therefor (copies of which we
     appended hereto), delivered by Lessee to Lessor which
     constitute appliances and equipment which will be installed on
     the Aircraft;

     (f) Sales Tax - To be paid on rental stream

     (g) Other - APU: GARRETT MODEL GTCP 36-100E, S/N PS59

                            CAPITALIZED LESSOR'S COST          $ 17,286,000.00

<PAGE>

II. AIRCRAFT MARKINGS (REFERENCED IN THE MAINTENANCE SECTION OF LEASE)

(a) Four-by-six inch plaque TO be maintained in cockpit and affixed in
conspicuous position stating:

                                           AVN Air, LLC Owner and Lessor.
                               MHS Consulting Corporation Lessee under a certain
                                    Lease dated as of_______________________,
                                     has operational control of this aircraft.

(b) Similar markings shall be permanently affixed to each engine.

Initials:

Lessee: /s/ KW                                  Lessor /s/ CI
        -------------------------------                -------------------------
<PAGE>

                              Exhibit A to Annex A
          Description of Aircraft, Lessor's Cost, and Aircraft markings

One (1) 1998 Bombardier Challenger 604 S/N 5367 and FAA Registration #N145DL
powered by Qty (2) General Electric Engines Model CF34-3B S/N 872289 and 872290
and equipped with an APU Garrett GTCP 36-100E S/N P-559 along with following
avionics:

Collins ProLine 4 System:

Dual Collins FCC-4006 Digital Flight Control Computers
Dual Collins ADC-850(E) Digital Air Data Computers
Dual Collins FMS-6000 Flight Management Systems
Dual Collins DCU-4000 series Data Concentrator Units
Dual IRS with Dual Mode Select Unit
Single Dual Channel Collins Integrated Avionics Processing Systems (IAPS)
Six (7 1/4 " x 7 1/4) EFIS display tubes with EICAS (EFD-4077)
Collins MDC-4000 Maintenance Diagnostic Computer
Collins TRW-850 Weather Radar System w/ Turbulence Detection
Collins Radio Altimeter (ALT 55B)
Dual Collins HF-9000 HF Communications System
Coltech CSD-714 Selcal Decoder System
Dual Collins VHF-422C Comms with 8.33 kHz spacing and FM Immunity
Dual Collins VIR432A Nav Receivers
Dual Collins DME-442 Distance Measuring Equipment
Dual Collins ADF-462 Automatic Direction Finders
Dual Collins TDR-94D Mode S Transponders
Dual Collins RTU-4200 Color Liquid Crystal Radio Tuning displays
Solid State Fairchild A100S Cockpit Voice Recorder
8.33 Spacing/FM Immunity
Sundstrand Mk-V EGPWS
RVSM Compliant (LOA)

ADDITIONAL EQUIPMENT

Fairchild F-l000 Flight Data Recorder - S/B 604-31 -005
Increased Max Take-Off Weight - S/B 604-11-001.
Second Weather Radar control panel - S/B 604-34-006
Collins TCAS II w/ Change 7 - S/B 604-34-017
Dual Collins GPS-4000 - S/B 604-34-018
Additional Cabin Windows - S/B 604-56-001
Interior Soundproofing Package
10 Gallon Water System
Iridum Telephone System

<PAGE>


ADDITIONAL EQUIPMENT Continued

Extended Duration Oxygen System
Electronic Locator Transmitter Artex 110-4
Fwd and Aft Bulkhead mounted Monitors
Audio International DVD Player
Audio International 10 Disc CD Changer
Air-Stair Lighting
Cabin Page and Call System
Sharp Microwave Convection Oven
Aft Bay Storage, Towbar and ladder
Pylon Lights Nespresso Machine
Performance Plus Avionics upgrade

INTERIOR

Configuration;    10 passengers and one jumpseat. Four executive club chairs
                  forward with foldout executive table. One four place berthable
                  divan aft with life raft and life vest storage. Opposite two
                  executive club chairs with foldout executive table. INTERIOR
                  FIRE-BLOCKED.


Colors:           The veneer is Medium High Gloss Walnut. The Side Walls and
                  Headliner are finished in Dark Brown. The cabin chairs are
                  finished in Brown Leather, accented by a four color 100% wool
                  carpet and beautiful Divan.

EXTERIOR

Colors:           The Exterior is base coated Matterhom white with medium green,
                  starlight sliver and Dusk grey accent stripes.


Lessee Initials /s/ KW                      Lessor Initials /s/ CI
                -------------------------                   --------------------
<PAGE>

                                                                     *AIR C0006*

                                    ANNEXE B
                     DATED THIS ____________________________
                     TO AIRCRAFT LEASE AGREEMENT
                     DATED AS OF ___________________________

Lessor & Mailing Address.                    Lessee & Mailing Address;
AVN Air, LLC                                 MHS Consulting Corporation
44 Old Ridgebury Road                        711 CARONDKLET AVENUE
Danbury, CT 06810                            SAINT LOUIS, MO 63105

Capitalized terms not defined herein shall have the meanings assigned to them in
the Aircraft Lease Agreement identified Above.

A. AIRCRAFT.

         Pursuant to the terms of the Lease, Lessor agrees to acquire and lease
         to Lessee the Aircraft described on Annex A to the Lease.

B. FINANCIAL TERMS.

1.       Advance Rent (if any):          (a) Amount:         $ 87,170.18
                                         (b) Due Date:       January 2, 2004

2.       Capitalized Lessor's Cost: $ 17,286,000.00.

3.       Basic Term Commencement Date: January 2, 2004

4.       Basic Term: 120 months.

5.       First Basic Term Rent Date: January 2, 2004

6.       Basic Term Rent Dates: Second day of each month.

7.       First Termination Dale: (36 ) months after the Basic Term Commmencement
         Date.

8.       Last Basic Term Rent Date: December 2, 2013

9.       Last Delivery Date: December __ ,2003.

10.      Primary Hangar Location: Spirit of St. Louis
                             Airport, Chesterfield, MO

11.      Supplier: Bombardier Aerospace Corporation.

12.      Lesser Federal Tax ID No,: 431795436.

13.      Early Purchase Option: Option Date No. 1) January 2, 2007. Option Date
         No. 2) January 2, 2011) Option Price No. 1) $16,596,634.32 Option Price
         No. 2) $ 14,009,092.98

14.      Expiration Date: January 2, 2014

15.      Daily Lease Rate Factor:    ,01681.

16.      Basic Term Lease Rate Factor: The Unadjusted Basic Term Lease Rate
         Factor (as shown below) increased or decreased by any Adjustment Amount
         as provided below.

17.      Unadjusted Basic Term Lease Rate Factor (s):

          Factor                Rental No.

         .504282%         PAYMENTS 1 THROUGH 60

         .616345%         PAYMENTS 61 THROUGH 120

18.      Base Index Rate: 3.18%

19.      INDEX RATE: A variable per annum interest rate which shall be equal to
         the rate listed for "5 Year" Treasury ("CURRENT INDEX"), constant
         maturity, under the column indicating the daily rate as Slated in the
         Federal Reserve Statistical Release H.15 (519) published on the first
         Business Day of the prior month in which the Adjustment Period
         commences. If, for any reason whatsoever, the Federal Reserve
         Statistical Release H.15 (519) is no longer published, the Current
         Index shall be equal to the latest annualized interest rate for "five
         year" U.S. Treasury Bills as reported by the Federal Reserve Board on a
         weekly-average basis, adjusted for constant maturity as indicated in
         the "Money Rates" column of the Wall Street Journal, Eastern Edition,
         published on the first Business Day of the calendar month in which the
         Adjustment Period commences. As used herein, the term "Business Day"
         shall mean and include any calendar day other than a day on which all
         commercial banks in the City of New York, New York arc required or
         authorized U3 be closed.

20.      Calculation of Unadjusted Basic Term Rent: The calculation of the
         Unadjusted Basic Term Rent (as defined below) is based on an
         assumption that the Index Rate in effect from time to time throughout
         the Basic Term would be equal to the Base Index Rate.

21.      Adjustment for the Basic Term: The Unadjusted Basic Term Rent (as
         defined below) shall be adjusted once every fifth year following the
         Basic Term Commencement Date, and such adjustment shall be effective
         during the adjustment period ("ADJUSTMENT PERIOD") as hereinafter
         defined provided Lessor provides Lessee no less than ten (10) business
         days notice of the Adjustment Amount calculated in accordance with this
         paragraph. The first Adjustment Period shall commence at the close of
         business on the fifth anniversary of the Basic Term Commencement Dale
         and shall continue through the same day of the next succeeding 5 year
         period. Each Adjustment Period thereafter shall commence at the close
         of business on the last day of the previous Adjustment Period and shall
         continue through the same day of the next succeeding 5 year period. The
         adjustment to the Unadjusted Basic Term Rent ("ADJUSTMENT AMOUNT")
         shall be calculated by multiplying the respective Basis Point increase
         or decrease (rounded up to the nearest whole number of a basis point,
         when necessary) between the Base Index Rate and the Index Rate for each
         Adjustment Period by the applicable adjustment factor set forth on
         Exhibit 1 attached hereto and multiplying ihe product by a fraction
         equal to the Capitalized Lessor's Cost divided by one million. The
         resulting Adjustment Amount shall then be added or subtracted, as the
         case may be, to the Unadjusted Basic Term Rent.

<PAGE>

C. TAX BENEFITS.

         DEPREDATION DEDUCTIONS:

         a.       Depreciation Method: 200% declining balance method, switching
                  10 straight line method for the 1st taxable year for which
                  using the straight line method with respect to ihe adjusted
                  basis as of the beginning of such year would yield a larger
                  allowance.

         b.       Recovery Period: 5 years.

         c.       Basis; 100 % of Capitalized Lessor's Cost.

D. TERM AND RENT.

         1.       Interim Rent. For the period from and including the
                  Commencement Date 10 the Basic Term Commencement Date
                  ("INTERIM PERIOD"), Lessee shall pay as Rent ("INTERIM RENT")
                  for each unit of Aircraft, the product of the Daily Lease Rate
                  Fatter times the Capitalized Lessor's Cost of such unit times
                  ihe number of days in the Interim Period. Interim Rent shall
                  be due On lease commencement.

         2.       Unadjusted Basic Term Rent. Commencing on the First Basic Term
                  Rent Date and on the same day of each month thereafter (each,
                  a "RENT PAYMENT DATE") during the Basic Term, Lessee shall pay
                  as Rent ("UNADJUSTED BASIC TERM RENT") as adjusted pursuant to
                  Section B(21) above, if applicable, the product of ihe Basic
                  Term Lease Rate Factor, as adjusted pursuant to Section B( 16)
                  above, Times the Capitalized Lessor's Cost of the Aircraft.

E. INSURANCE.

         1.       Public Liability: $ 50,000,000.00 total liability per
                  occurrence.

         2.       Casualty and Property Damage: An amount equal to ihe higher of
                  the Stipulated Loss Value or the full replacement cost of the
                  Aircraft.

F. Additional Maintenance Requirements.

         None.

G. Amendments to Lease.

Except as expressly modified hereby, all terms and provisions of the Lease shall
remain in full force and effect. This Annex B is not binding or effective with
respect to the Lease or the Aircraft until executed on behalf of Lessor and
Lessee by authorized representatives of Lessor and Lessee, respectively.

         IN WITNESS WHEREOF, Lessee and Lessor have caused this Annex B to be
executed by their duly authorized representatives as of the date first Above
written.

LESSOR:                                     LESSEE:

AVN AIR, LLC                                MHS CONSULTING CORPORATION
BY ITS MANAGER
GENERAL ELECTRIC CAPITAL CORPORATION

By: /s/ Connie Iatrides                     By: /s/ Karey L Witty
    --------------------------------        --------------------------------
Name: Connie Iatrides                       Name:   KAREY L WITTY
      ------------------------------
Title: _____________________________        Title:  SECRETARY

                                            ATTEST
                                            BY: /s/ Sherry L Ebenreck
                                                --------------------------------
                                            Name: SHERRY L EBENRECK

<PAGE>

                                                                     *AIR C0006*

                          FOR FAA FILING PURPOSES ONLY
                                     ANNEX B
                          DATED THIS ________________
                          TO AIRCRAFT LEASE AGREEMENT
                          DATED AS OF________________

Lessor & Mailing Address:                        Lessee & Mailing Address:
AVN Air, LLC                                     MHS Consulting Corporation
44 Old Ridgebury Road                            711 CARONDELET AVENUE
Dinbury, CT 06810                                SAINT LOUIS, MO 63105

Capitalized terms not defined herein shall have the meanings assigned to them in
ihe Aircraft Lease Agreement identified above.

A.       AIRCRAFT.

         Pursuant to the terms of the Lease, Lessor agrees to acquire and lease
         to Lessee the Aircraft described on Annex A to the Lease.

B.       FINANCIAL TERMS.

         1.       Advance Rent (if any):   (a) Amount:   $ INTENTIONALLY OMITTED
                         (b) DUE DATE:     JANUARY 2, 2004

         2.       Capitalized Lessor's Cost: $INTENTIONALLY OMITTED

         3.       Basic Term 120 Commencement Date: January 2, 2004

         4.       Basic Term: 120 months

         5.       First Basic Term Rent Date: January 2, 2004

         6.       Basic Term Rent Dales: Second day of each month.

         7.       First Termination Date: (36) months after the Basic terms
                  Commencement Date.

         8.       Last Basic Term Rent Date: December 2, 2014

         9.       Last Delivery Date: December____, 2003.

         10.      Primary Hangar Locution: Spirit of St. Louis Airport,
                  Chesterfield, MO

         11.      SUPPLIER: BOMBARDIER AEROSPACE CORPORATION.

         12.      Lessee Federal Tin ID No.: 431795436.

         13.      Early Purchase Option: Option Date No. 1) January 2,2007
                  Option Date No. 2) January 2,2011
                      Option Price No. 1) INTENTIONALLY OMITTED
                      Option Price No. 2) $ INTENTIONALLY OMITTED

         14.      Expiration Date:

         15.      Daily Lease Rate Factor: INTENTIONALLY OMITTED.

         16.      Basic Term Lease Rate Factor: The Unadjusted Basis Terra Lease
                  Rate Factor (as shown below) increased or decreased by any
                  Adjustment Amount as provided below.

         17.      Unadjusted Basic Term Lease Rate Factor(s):

                  Factor        Rental No.

                  INTENTIONALLY OMITTED%                 PAYMENTS 1 THROUGH 60

                  INTENTIONALLY OMITTED%                 PAYMENTS 61 THROUGH 120

         18.      Base Index Rate: INTENTIONALLY OMITTED%

         19.      INDEX RATE: A variable per annum interest rate which shall be
                  equal to the rate listed for "5 Year" Treasury ("CURRENT
                  INDEX"), constant maturity, under the column indicating the
                  daily rate as stated in the Federal Reserve Statistical
                  Release H.15 (519) published on the final Business Day of the
                  prior month in which ihe Adjustment Period commences, if, for
                  any reason whatsoever, the Federal Reserve Statistical Release
                  H.15 (519) is no longer published, the Current Index shall be
                  equal 10 ihe latest annualized interest rate for "five year"
                  U.S. Treasury Bills as reported by the Federal Reserve Board
                  or a weekly-average basis, adjusted for constant maturity as
                  indicated in the "Money Rates" column of the Wall Street
                  Journal, Eastern Edition, published on the first Business Day
                  of the calendar month in which the Adjustment Period
                  commences, As used herein, the term "Business Day" shall mean
                  and include any calendar day other than a day on which all
                  commercial tanks in the City of New York, New York are
                  required or authorized to be closed.

         20.      Calculation of Unadjusted Basic Term Rent: The calculation of
                  the Unadjusted Basic Tenn Rent (as defined below) is based on
                  an assumption that ihe Index Rate in effect from time to lime
                  throughout the Basic Term would be equal to the Base Index
                  Rate.

<PAGE>

         21.      Adjustment for the Basic Tern: The Unadjusted Basic Term Rent
                  (as defined below) shall be adjusted once every fifth year
                  following the Basic Terra Commencement Date, and such
                  adjustment shall be effective during the adjustment period
                  ("ADJUSTMENT PERIOD") as hereinafter defined provided Lessor
                  provides Lessee no less than ten (10) business days notice of
                  the Adjustment Amount calculated in accordance with this
                  paragraph. The first Adjustment Period shall commence at the
                  close of business on the fifth anniversary of the Basic Term
                  Commencement Data and shall continue through the same day of
                  the next succeeding 5 year period. Each Adjustment Period
                  thereafter shall commence at the close of business on the last
                  day of the previous Adjustment Period and shall continue
                  through the same day of the next succeeding 5 year period. The
                  adjustment to the Unadjusted Basic Term Rent ("ADJUSTMENT
                  AMOUNT") shall be calculated by multiplying the respective
                  Basis Point increase or decrease (rounded up 10 the nearest
                  whole number of a basis point, when necessary) between the
                  Base Index Rate and the Index Rate for each Adjustment Period
                  by the applicable adjustment factor set forth on Exhibit I
                  attached hereto and multiplying the product by a fraction
                  equal to the Capitalized Lessor's Cost divided by one million.
                  The resulting Adjustment Amount shall then be added or
                  subtracted, as the case may be, to the Unadjusted Basic Term
                  Rent.

C. TAX BENEFITS.

   DEPRECIATION DEDUCTIONS:

                  a.       Depreciation Method: 200% declining balance method,
                           switching to straight line method for the 1st taxable
                           year for which using the straight line method with
                           respect to the adjusted basis as of the beginning of
                           such year would yield a larger allowance.

                  b.       Recovery Period: 5 years.

                  c.       Basis: 100% of Capitalized Lessor's Cost.

D. TERM AND RENT.

         1.       Interim Rent. For the period from and including the
                  Commencement Date to the Basic Term Commencement Date
                  ("INTERIM PERIOD"), Lessee shall pay as Rent ("INTERIM RENT")
                  for each unit Of Aircraft, the product of the Daily Lease Rate
                  Factor times the Capitalized Lessor's Cost of such unit limes
                  the number of days in the Interim Period. Interim Rent shall
                  be due on lease commencement.

         2.       Unadjusted Basic Term Rent. Commencing on the First Basic Term
                  Rent Date and on the same day of each month thereafter (each,
                  a "RENT PAYMENT DATE") during the Basic Term, Lessee shall pay
                  as Rent ("UNADJUSTED BASIC TERM RENT") as adjusted pursuant to
                  Section B(21) above, if applicable. the product of the Basic
                  Term Lease Rate Factor, as adjusted pursuant to Section B(16)
                  above, times the Capitalized Lessor's Cost of the Aircraft.

E. INSURANCE.

         1.       Public Liability; $ 50,000,000.00 total liability per
                  occurrence.

         2.       Casualty and Property Damage: An amount equal to the higher of
                  the Stipulated Loss Value or the full replacement coal of the
                  Aircraft.

F. ADDITIONAL MAINTENANCE REQUIREMENTS.

         None.

G. AMENDMENTS TO LEASE.

Except as expressly modified hereby, all terms and provisions of the Lease shall
remain in full force and effect. This Annex B is not binding or effective with
respect to the Lease or the Aircraft until executed on behalf of Lessor and
Lessee by authorized representatives of Lessor and Lessee, respectively.

         IN WITNESS WHEREOF, Lessee and Lessor have caused this Annex B to be
executed by their duly authorized representatives as of the date first above
written.

LESSOR:                                      LESSEE:

AVN AIR, LLC                                 MHS CONSULTING CORPORATION
BY ITS MANAGER
GENERAL ELECTRIC CAPITAL CORPORATION

By: /s/ Connie Iatrides                      BY: /s/ K. L. Witty
    ---------------------------------           --------------------------------
NAME: Connie Iatrides                        Name: KAREY L. WITTY
      -------------------------------
TITLE: ______________________________        Title: SECRETARY

                                             ATTEST
                                             By: /s/ Sherri L Erenreck
                                                --------------------------------
                                             Name: SHERRI L ERENRECK

<PAGE>

                  *AIR C0008*

                                     ANNEX C

                  PURCHASE DOCUMENT(S) ASSIGNMENT AND CONSENT

         THIS PURCHASE DOCUMENT(S) ASSIGNMENT ("ASSIGNMENT") is dated as
of _____________________________ by and between AVN Air, LLC (The "LESSOR") and
MHS CONSULTING CORPORATION (the "LESSEE").

                                  WITNESSETH:

         Lessor and Lessee have entered into an Aircraft Lease Agreement dated
as of _____ (the "LEASE") pursuant to which Lessee has agreed to lease from
Lessor the Aircraft referred to therein. (All terms used herein which are not
otherwise defined shall have the meaning ascribed to them in the Lease.)

         Lessee desires to lease rather than purchase the Aircraft and Lessor is
wiling to acquire certain of Lessee's rights and interests under the purchase
order(s) or purchase contracts (hereinafter either referred to as the "PURCHASE
DOCUMENTS") which Lessee has heretofore issued to the Supplier(s) of such
Aircraft.

         NOW THEREFORE, in consideration of the mutual covenants herein
contained, Lessor and Lessee hereby agree as follows:

SECTION 1. ASSIGNMENT:

         (a)      Lessee does hereby assign and set over to Lessor all of
Lessee's rights and interests in and to such Aircraft and the Purchase
Documents, a description of such Purchase Documents is attached hereto as
Schedule 1, as the same relate to such Aircraft including, without limitation,
in such assignment (i) the right to purchase the Aircraft pursuant to the
Purchase Documents, and the right to take title to such Aircraft and to be named
the purchaser in the bill of sale for such Aircraft, (ii) all claims for damages
in respect of the Aircraft purchased by Lessor arising as a result of any
default by the Supplier thereof under the related Purchase Documents, including,
without limitation, all warranty and indemnity provisions contained in such
Purchase Documents, and all claims arising thereunder, in respect of such
Aircraft, and (iii) any and all rights of Lessee to compel performance of the
terms of such Purchase Documents.

         (b)      If, and so long as, no default, Event of Default or event
which, with notice and the lapse of lime or both, would constitute a default
under the Lease Has occurred and is continuing, Lessee shall be, and is hereby
authorized on behalf of Lessor in the name of Lessee to exercise all rights and
powers of the purchaser under all Purchase Documents with respect to such
Aircraft and to retain any recovery or benefit resulting from the enforcement of
any warranty, indemnity or right to damages or other compensation
under the Purchase Documents or otherwise existing against the Supplier in
respect of such Aircraft.

SECTION 2. CONTINUING LIABILITY OF LESSEE:

         It is expressly agreed that, anything herein contained to the contrary
notwithstanding: (a) Lessee shall at all times remain liable to the Supplier to
perform all of the duties and obligations of the purchaser under the Purchase
Documents to the same extent as if this Agreement had not been executed, (b) the
execution of this Agreement shall not modify any contractual rights of the
Supplier under the Purchase Documents and the liabilities of the Supplier under
the Purchase Document shall be to the same extent and continue as if this
Agreement had not been executed, (c) the exercise by the Lessor of any of the
rights assigned hereunder shall not release Lessee from any of its duties or
obligations to the Supplier under the Purchase Documents, and (d) Lessor shall
not have any obligation or liability under the Purchase Documents by reason of,
or arising out of, this Agreement or be obligated to perform any of the
obligations or duties of Lessee under the Purchase Documents or to make any
payment (other than under the terms and conditions set forth in the Lease) or to
make any inquiry of the sufficiency of or authorization for any payment received
by any Supplier or to present or file any claim or to take any other action to
collect or enforce any claim for any payment assigned hereunder.

         IN WITNESS WHEREOF, Lessee has caused this Assignment to be executed
this ____ day of December, 2003 by its duly authorized representative.

                  LESSEE: MHS CONSULTING CORPORATION

                  By: /s/ K. L. Witty
                      ------------------------
                  Name: KAREY L. WITTY

                  Title: SECRETARY

         The foregoing Assignment is hereby accepted this_______ day of
December, 2003.

         LESSOR: AVN Air, LLC
                 BY ITS MANAGER: GENERAL ELECTRIC CAPITAL CORPORATION

         By: /s/ Connie Iatrides
            ------------------------------
         Name: Connie Iatrides
              ----------------------------
         Title:___________________________

<PAGE>

                                 SCHEDULE NO. 1
                                       TO
                                    ANNEX C
                                       TO
                            AIRCRAFT LEASE AGREEMENT

                               PURCHASE DOCUMENTS:

1.       Order or Purchase Agreement between Bombardier Aerospace Corporation
         and MHS Consulting Corporation dated as of October 8, 2003

2.       Warranty Agreement (if any) between___________________ and
         _____________________________ dated__________________

3.       Manufacturer's Full Warranty Bill of Sale to Lessor dated_____________

4.       FAA Bill of Sale.

Additional Maintenance Contracts and Other Purchase Documents: NONE

<PAGE>

               *AIR C0011*

                                     ANNEX E

                           CERTIFICATE OF ACCEPTANCE

         AIRCRAFT LEASE AGREEMENT dated as of ________________ (the "LEASE").
between AVN Air, LLC together with its successors and assigns, if any, as lessor
(the "LESSOR"), and MHS Consulting Corporation is lessee (the "LESSEE").

         A. The Aircraft: Lessee hereby certifies that the Aircraft as set forth
and described in Annex A hereto has been delivered 10 Lessee, inspected by
Lessee, and is, on the date set forth below, fully and finally accepted under
the Lease.

         B. Representations by Lessee: Lessee hereby represents and warrants to
Lessor that on the date hereof:

         (1)      The representations and warranties of Lessee set forth in the
                  Lease and all certificates and opinions delivered in
                  connection therewith were true and correct in all respects
                  when made and are true and correct as of the date hereof.

         (2)      Lessee has satisfied or complied with all conditions precedent
                  and requirements set forth in the Lease which are required to
                  be or to have been satisfied or complied with on or prior to
                  the date hereof.

         (3)      No Default or Event of Default under the Lease has occurred
                  and is continuing on the date hereof.

         (4)      There are in full force and effect, such insurance policies
                  with respect to the Aircraft, as are required to be obtained
                  under the terms of the Lease.

         (5)      Lessee has furnished no equipment for the Aircraft other than
                  as sold to Lessor and as stated on Annex A hereto or permitted
                  as an addition thereto pursuant to the Lease.

         (6)      The Lessee has caused the records of the Aircraft and all
                  pertinent records therefor to be inspected and the Aircraft
                  has no damage history.

         (7)      Lessee will promptly, following the commencement of the Lease,
                  affix the nameplates required to be affixed to the Aircraft
                  and to each engine pursuant to the MAINTENANCE Section of the
                  Lease have been duly affixed.

         Date of Delivery of Acceptance: ______________________

         IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance to
be duly executed by its officers thereunto duly authorized.

                                            Lessee:
                                            MHS CONSULTING CORPORATION

                                            BY: /S/ K. L. Witty
                                                --------------------------------

                                            Name:  KAREY L. WITTY

                                            Title: SECRETARY

                                            Date:  12/23/03
<PAGE>

                                                                      *AIRC0012*
                                     ANNEX F

                     STIPULATED LOSS AND TERMINATION VALUES

         The Stipulated Loss and Termination Value of the Aircraft shall be the
percentage of Capitalized Lessor's Cost of the aircraft set forth opposite the
applicable rent payment.

                    CAPITALIZED LESSOR'S COST $17,286,000.00

<TABLE>
<CAPTION>
        Termination  Stipulated          Termination    Stipulated
Rental     Value     Loss Value            Value        Loss Value
Basic   Percentage   Percentage  Rental  Percentage     Percentage
-----   ----------   ----------  ------  ----------     ----------
<S>     <C>          <C>         <C>     <C>            <C>
  1       103.433      107.384    61       92.292        94.767
  2       103.401      107.328    62       91.918        94.368
  3       103.349      107.251    63       91.541        93.968
  4       103.271      107.148    64       91.165        93.566
  5       103.184      107.037    65       90.788        93.165
  6        103.09      106.913    66        90.41        92.762
  7       102.988      106.791    67       90.032         92.36
  8       102.885      106.663    68       89.652        91.955
  9       102.773      106.527    69       89.271         91.55
 10       102.654      106.384    70        88.89        91.144
 11       102.534      106.239    71       88.507        90.737
 12       102.405      106.086    72       88.124        90.328
 13       102.269      105.925    73        87.74         89.92
 14       102.131      105.763    74       87.353        89.509
 15       101.992      105.599    75       86.965        89.096
 16       101.848       105.43    76       86.576        88.683
 17       101.699      105.256    77       86.187        88.269
 18       101.545      105.078    78       85.797        87.855
 19       101.387      104.895    79       65.407         87.44
 20       101.227      104.711    80       85.015        87.023
 21       101.062      104.521    81       84.623        86.606
 22       100.B93      104.327    82        84.23        86.189
 23       100.722      104.132    83       83.834        85.769
 24       100.546      103.931    84       83.439        85.349
 25       100.366      103.726    85       83.043        84.928
 26       100.183      103.519    86       82.644        84.505
 27           100      103.311    87       82.244         84.08
 28        99.813        103.1    88       81.843        83.655
 29        99.623      102.885    89       81.442        83.229
 30        99.431      102.668    90        81.04        82.803
 31        99.235      102.448    91       80.638        82.376
 32        99.038      102.227    92       80.234        81.947
 33        98.838      102.002    93       79.829        81.518
 34        98.635      101.774    94       79.424        81.088
</TABLE>

<PAGE>

<TABLE>
<S>        <C>         <C>       <C>       <C>           <C>
 35         98.43      101.545    95       79.017        80.656
 36        98.223      101.313    96       78.609        80.224
 37        98.012      101.078    97       78.201        79.791
 38          97.8      100.841    98       77.791        79.357
 39        97.587      100.603    99       77.379         78.92
 40         97.37      100.362   100       76.966        78.482
 41        97.151      100.118   101       76.552        78.044
 42        96.928       99.871   102       76.139        77.606
 43        96.703       99.621   103       75.725        77.167
 44        96.476       99.369   104       75.308        76.726
 45        96.246       99.115   105       74.892        76.285
 46        96.013       98.857   106       74.474        75.843
 47        95.778       98.598   107       74.055        75.399
 48        95.541       98.336   108       73.635        74.955
 49        95.301       98.071   109       73.215         74.51
 50        95.059       97.805   110       72.793        74.063
 51        94.815       97.536   111       72.368        73.614
 52         94.57       97.267   112       71.944        73.165
 53        94.323       96.995   113       71.518        72.715
 54        94.075       96.722   114       71.093        72.265
 55        93.825       96.448   115       70.666        71.814
 56        93.573       96.172   116       70.238        71.361
 57         93.32       95.894   117       69.809        70.908
 58        93.066       95.615   118        69.38        70.454
 59         92.81       95.334   119       68.949        69.998
 60        92.552       95.052   120       68.517        69.542
</TABLE>

INITIALS:                                               [ILLEGIBLE]
                __________________________        --------------------------
                Lessor                            Lessee

<PAGE>

                                                                      *LEAS9991*

                                    EXHIBIT I
                                   TO ANNEX B

                           DATED AS OF ______________
                           TO AIRCRAFT LEASE AGREEMENT
                           DATED AS OF _______________

<TABLE>
<CAPTION>
              floating
                rate
payment      adjustment
number         factor
<S>          <C>
61           3.8424
</TABLE>

INITIALS:                                           [ILLEGIBLE]
                ____________________              -------------------
                Lessor                            Lessee

<PAGE>
                                   *AIRC0019*

                                     ANNEX G
                                       TO
                    AIRCRAFT LEASE DATED____________________
                  ADDITIONAL MAINTENANCE AND RETURN CONDITIONS

1. In addition to the requirement set forth in the MAINTENANCE Section and the
RETURN OF AIRCRAFT Section of the Lease, the Lessee shall comply with the
following terms and conditions:

         (a)      On the Return Date, Lessee (i) shall have completed the next
required 800 hour and 24 month inspections on the Aircraft, and the next
periodic inspection on each engine; (ii) shall ensure that each engine shall
have available operating hours until both the next scheduled "hot section"
inspection and next scheduled major Overhaul of not less than 50% of the total
operating hours respectively available between such hot section inspections or
major overhauls; and (iii) shall ensure that the airframe shall have at least:
(aa) one-half the available operating hours; and (bb) one-half the available
operating months until the next scheduled major airframe inspection allowable
between major airframe inspections.; and (iii) shall ensure that the life
limited components as detailed in chapter five of the Aircraft's maintenance
manual. Time Limits and Maintenance Checks, have at least one-half the available
hours/cycles/months until next scheduled replacement.

         (b)      In the event that any of such engines or airframe does not
meet the conditions set forth in paragraph (a) above, Lessee shall pay Lessor an
amount equal to the sum of (i) for each engine, the product of: the current
estimated cost of the next scheduled the section inspection (including in such
estimated cost, all required replacement of life limited parts) multiplied by
the fraction wherein the numerator shall be the remainder (0 if negative) of (x)
the actual number of hours of operation since the previous hot section
inspection, minus (y) 50% of the total operating hours allowable between hot
section inspections, and the denominator shall be the total operating hours
allowable between hot section inspections, plus (ii) for each engine, the
product of: the current estimated cost of the next scheduled major overhaul
(including in such estimated cost, all required replacement of life limited
parts) multiplied by the fraction wherein the numerator shall be the remainder
(0 if negative) of (x) the actual number of hours of operation since the
previous major overhaul minus (y) 50% of the total operating hours allowable
between major overhauls, and the denominator shall be the total operating hours
allowable between major overhauls, plus (iii) the product of: the current
estimated cost of the next scheduled major airframe and pressure vessel
inspection (including in such estimated cost, all required replacement of life
limited pans) multiplied by the greater fraction wherein the number shall be the
remainder (0 if negative) of (x) the actual number of respective operating hours
or months of operation since previous major airframe and pressure vessel
inspection, minus (y) 50% of the respective total operating hours or months of
operation allowable between scheduled major airframe and pressure vessel
inspections, and the denominator shall be the respective total operating hours
or months of operation between scheduled major airframe and pressure vessel
inspections. All prorated inspection and/or overhaul charges, if any, shall be
payable as supplemental rent and shall be due upon presentation to Lessee of an
invoice setting forth in reasonable detail the calculation of such amounts due
including the names of all sources used for the required cost estimates. (Unless
both Lessor and Lessee agree to alternative source(s), the manufacturers of the
airframe and engines shall be used as the sources for all cost estimates.)

Initials:       Lessee [ILLEGIBLE]                  Lessor: ____________________
                -----------------------
<PAGE>

*AIRC0014*

                                                                December  , 2003

MHS Consulting Corporation
7711 CARONDELET AVENUE
SAINT LOUIS, MO 63105
Attn.: Mr. Karey Witty

Dear Mr. Witty:

         AVN Air, LLC (together with its successors and assigns, if any) is
entering into an Aircraft Lease Agreement dated __________________ (the
"AGREEMENT") with MHS CONSULTING CORPORATION for the lease of a certain Aircraft
as more particularly described in Annex* A (the "AIRCRAFT") to the Agreement, In
accordance with the requirements of Article 2A of the Uniform Commercial Code,
Lessor hereby makes the following disclosures to Lessee prior to execution of
the Agreement, (a) the person supplying the Aircraft is BOMBIRDIER AEROSPACE
CORPORATION, tax identification number __________________________(the
"SUPPLIER"), (b) Lessee is entitled to the promises and warranties, including
those of any third party, provided to the Lessor by Supplier, which is supplying
the Aircraft in connection with or as part of the contract by which Lessor
acquired the Aircraft and (c) with respect to the Aircraft, Lessee may
communicate with Supplier and receive an accurate and complete statement of such
promises and warranties, including any disclaimers and limitations of them or of
remedies.

                                            AVN AIR, LLC
                                            BY ITS MANAGER
                                            GENERAL ELECTRIC CAPITAL CORPORATION

                                            By: /s/ Connie Iatrides
                                               ----------------------------
                                            Name: Connie Iatrides
                                                 --------------------------

                                            Title:_________________________

ACKNOWLEDGED AND AGREED TO:
MHS CONSULTING CORPORATION

By: /s/ K L Witty
    ---------------------------

Name: KAREY L. WITTY

Title: SECRETARY

Date: 12/23/03

<PAGE>

               *AIRC0017*

                                                       Date: ___________________

AVN Air, LLC
44 Old Ridgebury Road
Danbury,CT06810

Gentlemen:

         You are hereby irrevocably authorized and directed to deliver and apply
the proceeds due the undersigned in connection with a lease to the undersigned
evidenced by that Aircraft, Lease Agreement dated _________ and Annex B
dated________________ as follows:

Bombardier Aerospace Corporation                     $17,286,000.00

         This authorization and direction is given pursuant to the same
authority authorizing the above-mentioned financing.

                                Very truly yours,

                                          MHS CONSULTING CORPORATION

                                          By: /s/ K L Witty
                                              ----------------------------------

                                          Name: KAREY L. WITTY

                                          Title: SECRETARY