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                                                                   Exhibit 10.11


                         LEASE AND OPERATIONS AGREEMENT

      THIS AGREEMENT, made and entered into this 22nd day of February, 1995, by
and between the Trustees of the Oklahoma City Airport Trust, hereinafter
referred to as LESSOR, and Gulfstream Aerospace Corporation, hereinafter
referred to as LESSEE,

                              W I T N E S S E T H:

      WHEREAS, the LESSOR now leases and operates a municipal airport designated
as Wiley Post Airport, sometimes hereinafter referred to as "Airport," located
in Oklahoma County, Oklahoma; and

      WHEREAS, by virtue of certain written agreements hereinafter set forth,
LESSEE leased from LESSOR various premises, facilities and improvements at the
Airport for the purpose of operating an aircraft manufacturing business; and

      WHEREAS, the term of the Lease Agreement for the leasing of Hangars 10 and
11 and associated premises will expire December 31, 1994, and LESSEE has
requested to renew its lease of said hangars for the purpose of operating a
fixed base operation in addition to its aircraft manufacturing business; and

      WHEREAS, LESSOR has determined that it is in its best interest to grant
LESSEE's request.

      NOW, THEREFORE, in consideration of the mutual obligations and covenants
contained herein, LESSOR and LESSEE do hereby agree to the terms, conditions and
provisions set forth herein, to wit:

                              ARTICLE I - PREMISES

      LESSOR does hereby grant, demise and lease to LESSEE, and LESSEE does
hereby hire, accept and lease from LESSOR certain facilities located on Airport
identified as Hangars 10 and 11, together with associated ramp and premises
adjacent thereto, as well as certain ground space located immediately north of
Northwest 44th Street for storage of materials and equipment, said premises and
facilities described more specifically on Exhibits "A" and "B," which are
attached hereto and made a part hereof.


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                                ARTICLE II - TERM

      The term of this Agreement shall be for a five (5) year period commencing
January 1, 1995, and terminating December 31, 1999.

                              ARTICLE III - RENTALS

      It is understood and agreed by the parties hereto that the rental rates
incorporated hereinafter are new rental rates based on LESSOR'S established
formulae for Airport facilities.

      During the term of this Lease Agreement LESSEE shall pay LESSOR annual
rental consisting of the amounts set forth in or computed in accordance with the
provisions of Subparagraphs A, B, C, D, and E, infra, to wit:

A.    GROUND RENTAL: Ground rental for the total area designated on Exhibit "A"
      shall be based on 728,189 square feet of ground area. For the period
      commencing January 1, 1995, through December 31, 1999, ground rental shall
      be based on $.07 per square foot and shall be payable monthly as follows:

                               Annual             Monthly
      Square Footage        Ground Rental      Ground Rental
      --------------        -------------      -------------

      728,189 x $.07 p.s.f. = $50,973.23          $4,247.77

B.    RAMP MAINTENANCE RENTAL: The rate for the use of improved ground for use
      as ramp or apron available for the parking or movement of aircraft as
      designated on Exhibit "A" shall be established at twenty percent (20%) of
      the average cost of replacement of the ramp or apron with an anticipated
      life of fifteen (15) years on a square footage basis payable monthly, to
      be calculated as follows:

       $5.00 x 20% = $.06 (rate) x 134,200 square feet = $8,052
       -----------
        15 years

       per year, payable at $671 per month.

C.    BUILDING RENTAL:

      Building rental for Hangars 10 and 11 shall be based on four percent (4%)
      per annum of their "Appraised Actual Cash Value." Said rental, which is
      payable monthly, shall be computed as follows:


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                        Appraised               Annual            Total
                        Actual Cash             Building          Monthly
      Hangar            Value                   Rental            Rental
      ------            -----                   ------            ------

        10         $119,920.50 x 4% =           $ 4,796.82        $  399.74
        11         $424,986.40 x 4% =            16,999.46         1,416.62
                                                ----------        ---------
                   Total Building Rental        $21,796.28        $1,816.36
                   ---------------------

D.    HANGAR MAINTENANCE RENTAL:

      In order to compensate LESSOR for structural and exterior maintenance
      obligations on the facilities hereunder, the annual hangar maintenance
      rental payable monthly by LESSEE for the facilities hereunder shall be
      based on two percent (2%) of their appraised market value. Said rental
      shall be computed as follows:

                                             Annual Hangar        Total
                        Market                Maintenance         Monthly
      Hangar            Value                   Rental            Rental
      ------            -----                  --------           ------

        10         $119,920.50 x 2% =           $ 2,398.41        $199.87
        11          424,986.40 x 2% =             8,499.73         708.31
                                                ----------        -------
      Total Hangar Maintenance Rental           $10,898.14        $908.18
      -------------------------------

E.    FUEL FLOWAGE FEES:

      In addition to the foregoing payments, the LESSEE further understands and
      agrees that all fuel purchases for use and benefit of LESSEE will be
      through fuel storage facilities at the Airport and all such purchases
      shall be made by LESSEE. In addition to the above enumerated rental
      charges, LESSEE agrees to pay LESSOR a fuel flowage fee, separate from any
      LESSEE charges by others for aviation fuel or aviation oil, which will be
      established annually by the Director of Airports, and which is currently
      five cents ($0.05) per gallon on all aviation fuel delivered into LESSEE'S
      trucks, and fifteen cents ($0.15) per gallon on all aviation oil purchased
      by LESSEE; provided, however, the fuel flowage fees payable by LESSEE
      hereunder shall be six cents ($0.06) per gallon on all aviation fuel and
      sixteen cents ($0.16) per gallon on all aviation oil, or one cent ($0.01)
      above the per gallon fee for aviation fuel and one cent ($0.01) above the
      per gallon fee for aviation oil established from time to time by the
      Director of Airports, whichever shall be greater, unless LESSEE'S contract
      with its fuel supplier requires said fuel supplier to


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      pay LESSOR one cent ($0.01) per gallon on all aviation fuel and oil
      delivered to the premises of the Airport. The fees herein specified shall
      be considered as rental in lieu of landing fees for noncommercial general
      aviation aircraft or airport use fees hereunder and shall be paid to the
      LESSOR not later than the twenty-fifth (25th) day of the month succeeding
      the month of purchase; in this connection, the LESSOR shall have the right
      and privilege on call to inspect and audit the bills, receipts and records
      pertaining to the purchase of aviation fuel and oil for the purpose of
      verifying the correctness of the fee payments tendered by LESSEE. Further,
      LESSEE agrees to file with the LESSOR through its Director of Airports,
      Will Rogers World Airport, 7100 Terminal Drive, Box 937, Oklahoma City,
      Oklahoma 73159-0937, on forms prescribed by the LESSOR, monthly reports
      showing the number of gallons of aviation fuel and oil so purchased by
      LESSEE in order that the money due as fees may be shown. This report shall
      be filed not later than the third (3rd) day of the month following the
      purchase of said aviation fuel and oil. All payments are to be made at the
      office of the Director of Airports, or such other places as the LESSOR may
      direct the LESSEE in writing.

F.    Rentals under Subparagraphs A, B, C, and D above shall be paid by LESSEE
      monthly in advance, and shall become due and payable on or before the
      twenty-fifth (25th) day of each month without further billing.

G.    The parties hereto agree that no language contained in this Article III
      shall ever be construed by the LESSEE to obligate or in any way require
      the LESSOR to renew this Lease and Operations Agreement nor to establish a
      formula for or otherwise fix rental amounts payable for any tenant of the
      LESSEE for the term hereof.

                         ARTICLE IV - DELINQUENT RENTALS

      It is hereby agreed by and between the LESSOR and LESSEE that should
LESSEE fail, for any reason whatsoever, to make timely


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remittance of the monthly rentals as required under any of the provisions
hereof, then the outstanding balance of such delinquency shall earn interest at
the rate of one and one-half (1-1/2) percent per month; moreover, said interest
shall be considered additional rental for the leased premises and shall become
due and payable on or before the twenty-fifth (25th) day of each month.

                          ARTICLE V - BOOKS AND RECORDS

      LESSEE shall keep and maintain a complete and adequate set of books and
records of all receipts and all other income from said leased premises for three
years and shall make such books available on leased premises for inspection by
the LESSOR or its authorized representative at any and all reasonable hours and
times.

                         ARTICLE VI - INGRESS AND EGRESS

      Upon paying the rental hereunder and performing the covenants of this
agreement, the LESSEE shall have the right of ingress to and egress from said
leased premises for the LESSEE, its officers, employees, agents, servants,
customers, vendors, suppliers, patrons, and invitees over the roadway provided
by LESSOR serving said premises jointly with other tenants on the Airport and
the LESSEE shall not interfere with the rights and privileges of other persons
or firms using said Airport.

                       ARTICLE VII - OBJECTS AND PURPOSES

      The purposes of this Agreement are to grant to LESSEE the right and
privilege of conducting business related to LESSEE'S use of certain leased
premises and facilities located south of N.W. 50th Street, as well as conducting
business as a Fixed Base Operator on the Airport and LESSEE agrees that the
leased facilities described on Exhibits "A" and "B" which are attached hereto
shall never be used for any other purposes other than those described herein,
except upon written approval by the LESSOR by and through its Director of
Airports. As consideration for this right and privilege, LESSEE agrees to
provide and is hereby obligated to provide the facilities and services described
below; provided, however, the right and privilege to conduct a Fixed Base
Operation hereby granted shall exist only so long as the character of the


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facilities operated and/or the services furnished shall be consistent with the
high quality of facilities and services provided by other Fixed Base Operator
lessees at LESSOR'S airports. In the above connection, LESSEE shall be required
to furnish the services specified below in Subparagraphs A, B, and C. In
addition, LESSEE may, but shall not be required to, furnish and provide those
services specified below in Subparagraphs D, E, and F. Provided, however, as
consideration for this right and privilege, LESSEE agrees to provide and is
hereby obligated to maintain and operate said facilities in accordance with the
terms and conditions set forth herein.

A.    Public Sales and Services

      1.    Aviation fuel and jet fuel.

      2.    An adequate inventory of at least two brands of generally accepted
            grades of aviation engine oil and lubricants.

      3.    Proper mobile fuel dispensing equipment to service all types of
            aircraft.

      4.    Properly qualified and trained line personnel on duty at least eight
            hours of every calendar day, seven days a week, and on call by
            readily accessible means at other hours during the day or night.

      5.    Proper equipment for repairing and inflating aircraft tires,
            servicing oleo struts, changing engine oil, washing aircraft and
            aircraft windows and windshields, recharging or energizing
            discharged aircraft batteries and starters.

      6.    Conveniently located heated and air conditioned lounge or waiting
            rooms for passengers and airplane crews or itinerant aircraft,
            together with sanitary rest rooms and public telephones.

      7.    Adequate towing equipment and parking and tie-down areas to safely
            and efficiently move aircraft and store them in all reasonably
            expected weather conditions.

      8.    In conducting refueling operations, every operator shall install and
            use adequate grounding facilities at fueling


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            locations to eliminate the hazards of static electricity, and shall
            provide approved types of fire extinguishers or other equipment
            commensurate with the hazards involved in refueling and servicing
            aircraft.

      9.    Shall provide for the adequate and sanitary handling and disposal,
            away from the Airport, of all trash, waste, and other materials
            including, but not limited to, used oil, solvents, and other waste.
            The piling or storage of crates, boxes, barrels, and other
            containers will not be permitted within the leased premises.

      10.   Suitable hard surfaced aircraft parking, tie-down and hangar storage
            facilities.

      11.   Food - availability of food via vending machines or other
            arrangements.

      12.   Ground Transportation - agreements with local taxi or provide
            courtesy car. Rent-a-car operations will, if desired by LESSEE, be
            permitted by a separate agreement between LESSEE and LESSOR.

      13.   Motel - arrangements with at least one local motel operator for the
            transportation of overnight guest to motels. LESSEE may provide
            transportation if necessary.

B.    Aircraft Engine, Airframe and Accessory Sales and Maintenance.

      1.    In case of airframe or engine repairs, sufficient hangar space to
            house any aircraft upon which such service is being performed.

      2.    Suitable inside and outside storage space for aircraft awaiting
            repair or maintenance or delivery after repair and maintenance have
            been completed, other than major repairs or alterations of less than
            24 hours duration.

      3.    Adequate shop space to house the equipment and adequate equipment
            and machine tools, jacks, lifts and testing equipment to perform top
            overhauls as required for FAA certification and repair of parts not
            needing replacement on all single engine land and light multi-engine
            land general aviation aircraft.


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<PAGE>

      4.    At least one FAA certificated airframe and power plane mechanic
            available during eight hours of the day, five days per week.

      5.    If painting is contemplated, facilities must meet Oklahoma City
            Building and Fire Codes.

C.    Aircraft Radio. Avionics, and Instrument Sales and Service.

      1.    Adequate shop space to house equipment.

      2.    Sufficient inventory of specialized test equipment and personnel as
            required for FAA certification and approval for servicing,
            repairing, replacing and/or installing said equipment.

The following services are permitted, but not required:

D.    Aircraft Charter and Taxi Service. Persons conducting an aircraft charter
      and/or air taxi service shall be required to provide:

      1.    Passenger lounge, restroom and telephone facilities as required of a
            Fixed Base Operator for public sales and services.

      2.    Adequate table, desk or counter for checking in passengers, handling
            ticketing or fare collection and handling of luggage.

      3.    Suitable, properly certificated aircraft with properly certificated
            and qualified operating crew, one of which shall be located at the
            airport and ready for departure during at least eight hours of
            daylight operation daily and at other times, stand-by units and crew
            available upon call within one hour's notice.

      4.    Shall provide passenger liability insurance of at least $75,000 per
            passenger seat and property damage liability of at least $100,000.

      5.    Facilities for washing and cleaning aircraft if operator engages in
            said business.

E.    Aircraft Rental and Sales.

      1.    Suitable office space for consummating sales and/or


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            rentals and the keeping of the proper records in connection
            therewith.

      2.    Hangar storage space for at least one aircraft to be used for sales
            or rentals.

      3.    For rental, at least two airworthy aircraft suitably maintained and
            certificated.

      4.    For sales activity of a new aircraft, a sales or distributorship
            franchise from a recognized aircraft manufacturer of new aircraft
            and at least one demonstrator model of such aircraft.

      5.    Adequate facilities for servicing and repairing the aircraft or
            satisfactory arrangements with other operators licensed by the Trust
            or the Airport for such service and repair.

      6.    There shall be available, at least during eight hours of the working
            day, a properly certificated pilot capable of demonstrating new
            aircraft for sale or for checking out rental aircraft.

      7.    The minimum stock of readily expendable spare parts, or adequate
            arrangements for securing spare parts required for the type of
            aircraft and models sold.

      8.    Current up-to-date specifications and price lists for types and
            models of new aircraft sold.

      9.    Proper check lists and operating manuals on all aircraft rented and
            adequate parts catalogue and service manual on new aircraft sold.

F.    Flight Training. All persons conducting flight training activities shall
      provide:

      1.    At least one full-time (eight hours per day, six days per week)
            properly certificated flight instructor for single engine land
            airplanes.

      2.    At least one dual equipped single engine land aircraft properly
            equipped and maintained for flight instruction and such additional
            types of aircraft as may be required to give flight instruction of
            the kind advertised.


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      3.    Adequate office and classroom space for at least ten students with
            proper restroom and seating facilities.

      4.    Adequate mock-ups, pictures, slides, film strips or other visual
            aids necessary to provide proper ground school instruction.

      5.    Properly certificated ground school instructor providing regularly
            scheduled ground school instructions sufficient to enable students
            to pass the FAA written examinations for private pilot and
            commercial ratings.

      6.    Continuing ability to meet certification requirements of the FAA for
            the flight training proposed.

      7.    Adequate public liability and property damage insurance sufficient
            to protect the operator and the City from legal liabilities
            involved.

      8.    Adequate facilities for storing, parking, servicing and repairing
            all its aircraft or satisfactory arrangements with other operators
            licensed or otherwise permitted by the Trust on the Airport for such
            services.

      9.    The Trust reserves the right to waive any of the above if in their
            opinion existing conditions justify such waiver.

G.    Crop Dusting and Spraying. Persons seeking to conduct crop dusting or
      spraying of agricultural chemicals shall be required to satisfy the Trust
      that:

      1.    Operator shall inform the Director of Airports and the appropriate
            control tower of the date and area to be sprayed or dusted prior to
            operations.

      2.    Suitable arrangements have been provided for the safe storage and
            containment of noxious chemical materials; no poisonous or
            inflammable materials shall be kept or stored in close proximity to
            other facility installations at the Airport.

      3.    The operator shall have available properly certificated aircraft
            suitably equipped for the agricultural operation undertaken.

      4.    The operator shall make suitable arrangements for


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            servicing, repairing, storing and parking its aircraft with adequate
            safeguards against spillage on runways and taxiways or pollution or
            disbursal of chemicals by wind to other operational areas on the
            Airport.

      5.    Operator shall provide adequate public liability insurance to
            protect the operator, the Trust and the City from liability in
            connection with such operations.

                    ARTICLE VIII - MAINTENANCE AND OPERATIONS

      The LESSEE has examined the leased premises and the facilities and has
accepted them in their present condition; and except as may be otherwise
expressly provided herein, LESSOR makes no agreement whatsoever to make
improvements, alterations or repairs to the leased premises or facilities.
LESSOR shall not be liable for acts of injury or damage that may arise on said
premises or may occur during the LESSEE'S tenancy or occupancy to persons or
property. Notwithstanding anything to the contrary contained herein, it is
understood and agreed that all maintenance responsibility is that of the LESSEE,
at LESSEE'S sole expense, with the exception of exterior and structural
maintenance on buildings owned by LESSOR and pavements owned by the LESSOR which
are the responsibility of the LESSOR. Unless otherwise agreed in writing by the
parties hereto, LESSEE shall never use the leased premises for any purpose other
than that which is defined in Article VII above. Moreover, no sales to the
public, whether wholesale or retail, shall be conducted from the leased premises
in any manner prohibited by 60 O.S.A., Sections 178.4 through 178.6.

      In addition, LESSEE hereby covenants not to permit or introduce any
Hazardous Material to be brought upon, kept or used in or about the leased
premises by LESSEE, it agents, employees, contractors, or invitees without the
prior written consent of LESSOR, which LESSOR shall not unreasonably withhold as
long as LESSEE demonstrates to LESSOR'S reasonable satisfaction that such
Hazardous Material is necessary or useful to LESSEE'S operation hereunder and
will be used, kept and stored in a manner that complies with all laws regulating
any such Hazardous Material so


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brought upon or used or kept in or about the leased premises. If LESSEE breaches
the obligations stated in the preceding sentence, or if the presence of
Hazardous Material on the leased premises caused or permitted by LESSEE results
in contamination or if contamination of the leased premises by Hazardous
Material otherwise occurs for which LESSEE is legally liable to LESSOR for
damage resulting therefrom, then LESSEE shall indemnify, defend and hold LESSOR,
The City of Oklahoma City, and its officers, agents and employees harmless from
any and all claims, judgments, damages, penalties, fines, costs, liabilities or
losses (including without limitation, diminution in value of the leased
premises, damages for the loss or restriction on use of rentable or usable space
or of any amenity of the leased premises, damages arising from any adverse
impact on marketing of space, and sums paid in settlement of claims, attorneys'
fees, consultant fees and expert fees) which arise during or after the lease
term hereof as a result of such contamination. This indemnification of LESSOR by
LESSEE includes, without limitation, costs incurred in connection with any
investigation of site conditions or any clean-up, remedial, removal or
restoration work required by any federal, state or local governmental agency or
political subdivision because of Hazardous Material present in the soil or
ground water on or under the leased premises. Without limiting the foregoing, if
the presence of any Hazardous Material on the leased premises caused or
permitted by LESSEE results in any contamination of the leased premises, LESSEE
shall promptly take all actions at its sole expense as are necessary to return
the leased premises to the condition existing prior to the introduction of any
such Hazardous Material to the leased premises; provided that LESSOR'S approval
of such actions shall first be obtained, which approval shall not be
unreasonably withheld so long as such actions would not potentially have any
material adverse long-term or short-term effect on the leased premises. The
foregoing indemnity shall survive the expiration or earlier termination of this
Agreement.

      As used herein, the term "Hazardous Material" means any


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hazardous or toxic substance, material or waste, including, but not limited to,
those substances, materials, and wastes listed in the United States Department
of Transportation Hazardous Materials Table (49 CFR 172.101) or by the
Environmental Protection Agency as hazardous substances (40 CFR Part 302) and
amendments thereto, or such substances, materials and wastes that are or become
regulated under any applicable local, state or federal law.

      LESSOR and its agents shall have the right, but not the duty, to inspect
the leased premises at any time to determine whether LESSEE is complying with
the terms of this Agreement. If LESSEE is not in compliance with this Agreement,
LESSOR shall have the right to immediately enter upon the leased premises to
remedy any contamination caused by LESSEE'S failure to comply, notwithstanding
any other provisions of this Agreement. LESSOR shall use its best efforts to
minimize interference with LESSEE'S business but shall not be liable for any
interference caused thereby.

      The LESSEE shall maintain the leased premises at all times in a safe, neat
and sightly condition and shall not permit the accumulation of any trash, ashes,
or debris on the premises of the Airport. The LESSEE shall be responsible for
all maintenance including, but not limited to:

A.    Janitorial services, providing janitorial supplies, window washing,
      rubbish and trash removal.

B.    Supply and replacement of light bulbs in and on all buildings, (except
      obstructional lights) and for replacement of all glass in buildings.

C.    Cleaning of stoppages in interior plumbing fixtures and drain lines due to
      the use of the premises by the LESSEE up to the first manhole or clean out
      outside of the exterior of the building.

D.    Replacement of floor covering.

E.    Maintenance of all doors and door operating systems, including weather
      stripping and glass replacement.

F.    Building interior maintenance; including painting, repairing, and
      replacement not resulting from structural failure.

G.    Landscaping and grass cutting services within the leased premises; the
      supplies, and utilities including exterior building flood lighting and
      planter lighting.

H.    Repair or replacement of equipment and utilities in all buildings occupied
      by LESSEE under this Agreement, such as electrical, mechanical and
      plumbing equipment, and the heating and air conditioning system. All
      repairs to electrical and


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      mechanical equipment are to be made by licensed personnel. Other repairs
      required of LESSEE shall be made by skilled craftsmen who perform such
      work regularly as a trade.

I.    Cleaning trash and snow from driveway and sidewalk between building and
      parking lot. LESSEE will not dispose of any debris or waste materials on
      Airport property.

J.    Maintenance on LESSEE-owned structures, pavements and equipment; and all
      maintenance on utilities to the point where connected to the main source
      of supply or outlet.

K.    LESSEE shall advise the LESSOR and obtain LESSOR'S consent in writing
      before making changes involving partitions or structural changes to
      building or premises, modifications, or additions to plumbing, electrical
      or other utilities. Any penetration of the roof shall be considered a
      structural change.

L.    LESSEE is responsible for maintaining electrical loads within the designed
      capacity of the system. Prior to any change desired by LESSEE in the
      electrical loading which would exceed such capacity, written consent will
      be obtained from the Director of Airports.

M.    In the event of damage to building structures or equipment, streets or
      lighting systems and utilities, LESSEE shall assist the LESSOR in
      determining the cause of damage to LESSOR'S property.

N.    LESSEE shall maintain and re-lamp flood lights on the buildings.

0.    Hand fire extinguishers will be provided and maintained by LESSEE.
      Further, sprinkler or fire suppression systems, as applicable, for the
      interior of all buildings will be maintained by LESSEE.

P.    LESSEE agrees to make its own arrangements for all utility services and to
      pay for such services on its leased premises.

Q.    No alterations or repairs shall be made in or on said leased premises
      except as provided in Article IX hereof. No waste shall be committed or
      damage done to the property of the LESSOR.

      LESSEE further agrees that upon the expiration of the terms of this
Agreement, or sooner cancellation thereof, said premises subject to the
provisions of Article IX hereof, will be delivered to the LESSOR in as good
condition as when received, reasonable wear and tear excepted. Reasonable wear
and tear shall be determined by LESSOR and LESSEE upon inspection of premises
from time to time. LESSOR reserves the right to make periodic inspection of
leased premises and improvements and equipment therein during normal business
hours.

      If said leased premises and facilities are not maintained and kept in a
safe, clean, sightly and healthful condition by LESSEE, as aforesaid, then as an
alternative to termination of this


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Agreement under the provisions of Article XIX infra, the LESSOR, after giving
thirty (30) days' written notice to LESSEE, during which period LESSEE may abate
or correct the omission or objection so set forth in LESSOR'S notice, may
thereupon correct such omission or objection by entering the leased premises
itself or by its agents, servants or employees, without such entering causing or
constituting a termination of this Agreement or an interference with possession
of the premises by the LESSEE, and the LESSOR may cause the leased premises or
facilities thereon to be placed in a state of good repair or in a safe, clean,
sightly, and/or healthful condition; and the LESSEE agrees to pay the LESSOR the
expenses of LESSOR incurred in the above connection as additional rent within
thirty (30) days after submission of an invoice showing the reasonable
expenditure or the incurring of any such reasonable expenditure by the LESSOR.

                ARTICLE IX - ALTERATIONS AND REPAIRS TO PREMISES

      Further, the LESSEE agrees not to construct, install, remove, modify
and/or repair any of the buildings or premises leased hereunder without prior
written approval of the Director of Airports, such approval not to be
unreasonably withheld but may be contingent upon approval by LESSOR of plans and
specifications for the proposed project as well as other conditions considered
by LESSOR to be necessary. Immediately upon completion of the repairs,
alterations or new construction, LESSEE shall present to LESSOR for examination
and approval a statement of the "Construction and/or Alteration Costs." Where
such alterations or construction have been made on buildings owned by LESSOR,
LESSEE shall within thirty (30) days following completion of the alterations or
construction present to LESSOR a complete set of "as-built" drawings including,
but not necessarily limited to, plumbing and electrical systems. LESSEE shall
keep the premises leased hereunder free and clear of any and all liens in any
way arising out of any construction, improvement, or use thereof by LESSEE.

      In the event that LESSEE makes further alterations or improvements to the
leased premises, the use thereof shall be


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enjoyed by LESSEE during the remaining term of this Agreement without the
payment of additional rental therefor, but such alteration or improvements shall
become the property of LESSOR upon the completion of the alteration or
improvements.

      "Construction and alteration costs" for the purposes of Article IX are
hereby defined as all money paid by LESSEE for actual demolition, construction
or alteration, including architectural and engineering costs plus pertinent fees
in connection therewith.

                ARTICLE X - DESTRUCTION OF PREMISES - TERMINATION

      In the event of damage to or destruction or loss of the building or
buildings by an insured risk, which damage, destruction or loss is not capable
of being repaired within six (6) months, LESSOR shall have the option,
exercisable by written notice given to the LESSEE within thirty (30) days after
the occurrence of such event, to terminate this Agreement forthwith, such
termination to be effective as of the date of such damage, destruction, or loss.
In the event the LESSOR does not exercise the foregoing option to terminate this
Agreement, or in the event said damage, destruction or loss is capable of being
repaired within six (6) months, this Agreement shall not terminate and the
LESSOR shall promptly repair, replace, restore, or rebuild said building or
buildings to the extent of the insurance proceeds received by it, as nearly as
possible to the condition said building or buildings were in immediately prior
to such damage, destruction or loss, or with such changes or alterations as may
be approved by the LESSOR. If the building or buildings shall be damaged in such
manner as to render them unusable in whole or in part, the rental provided to be
paid under the terms of this Agreement shall be abated or reduced
proportionately during the period from the date of such damage or destruction
until the work of repairing, restoring or reconstructing said building or
buildings is completed.

      In the event of damage to or destruction or loss of either the building or
buildings by an uninsured risk, the LESSOR shall have the option, exercisable by
written notice given to the LESSEE


                                       16
<PAGE>

within thirty (30) days after the occurrence of such event, to terminate this
Agreement forthwith, such termination to be effective as of the date of such
damage, destruction, or loss.

                      ARTICLE XI - LESSOR'S RESERVED RIGHTS

A.    LESSOR reserves the right to further develop or improve the aircraft
      operating area of the Airport as it sees fit and to take any action it
      considers necessary to protect the aerial approaches of the Airport
      against obstructions, together with the right to prevent LESSEE from
      erecting or permitting to be erected, any building or other structure on
      the Airport which, in the opinion of LESSOR, would limit the usefulness of
      the Airport or constitute a hazard to aircraft.

B.    During the time of war or national emergency declared by Congress, LESSOR
      shall have the right to lease the Airport or any part thereof to the
      United States Government for military or naval use, and if any such lease
      is executed, the provisions of this instrument insofar as they are
      inconsistent with the lease to the Government shall be suspended and in
      that event a just and proportionate part of the rent hereunder shall be
      abated.

C.    Any other provision of this Agreement notwithstanding, this Agreement
      shall be subordinate to the provisions of any existing or future agreement
      between LESSOR and the United States, relative to the operation or
      maintenance of the Airport, the terms and execution of which has been or
      may be required as a condition precedent to the expenditure or
      reimbursement to LESSOR of Federal funds for the development of the
      Airport.

D.    LESSOR, through its duly authorized agent, shall have at any and all times
      the full and unrestricted right to enter the leased premises for the
      purpose of inspection or maintenance and for the purpose of doing any and
      all things which it is obligated and has a right to do under this
      Agreement.

             ARTICLE XII - NONINTERFERENCE WITH OPERATION OF AIRPORT

      LESSEE covenants and agrees that it will not allow any


                                      17
<PAGE>

condition on the leased premises, nor permit the conduct of any activity on such
premises, which shall materially or adversely affect the development,
improvement, operation, or maintenance of the Airport or its facilities; nor
will LESSEE use or permit the leased premises to be used in any manner which
might interfere with the landing and take-off of aircraft from the Airport or
otherwise constitute a hazard. If any proscribed or prohibited condition or
activity, as described above, shall be permitted to exist on the leased
premises, or on any part thereof, then, as an alternative to termination of this
Agreement under the provisions of Article XIX, the LESSOR, after giving thirty
(30) days' written notice to LESSEE, during which period LESSEE may abate or
correct the omission or objection so set forth in LESSOR'S notice, may thereupon
correct such omission or objection by entering the leased premises itself, or by
its agents, servants or employees, without such entering causing or constituting
a termination of this Agreement or an interference with possession of premises
by LESSEE, and the LESSOR may cause abatement of such proscribed or prohibited
condition or activity; and, in such event, the LESSEE agrees to pay the LESSOR
the expenses of the LESSOR incurred in the above connection as additional rent
within thirty (30) days after submission of an invoice showing the reasonable
expenditure or the incurring of any such reasonable expenditure by the LESSOR.

               ARTICLE XIII - UTILITIES TO BE FURNISHED BY LESSEE

      The LESSOR shall not be required to furnish any service to the leased
premises, including by way of example but not of limitation, heat, water and
power. Neither the LESSOR nor The City of Oklahoma City shall be liable for any
failure of water supply or electric current or of any service by any utility;
likewise, neither the LESSOR nor The City of Oklahoma City shall be liable for
injury to persons (including wrongful death) or damage to property resulting
from steam, gas, electricity, water, rain, or snow which may flow from any part
of the leased premises or from any pipes, appliances, or plumbing works, from
the street or subsurface, or from any other place; or for interference with any
easements of whatsoever nature,


                                       18
<PAGE>

however caused. The LESSEE shall make all its own arrangements with utility
companies and shall pay all charges for steam, gas, electricity, water, light,
heat, power, and other services used in or about leased premises and shall
defend and indemnify the LESSOR and The City of Oklahoma City against any and
all liability on such account.

              ARTICLE XIV - PERSONS AND PROPERTY ON LEASED PREMISES
                                AT RISK OF LESSEE

      All persons and property of every kind which may be on said leased
premises during the term hereof shall be at the sole risk of the LESSEE or those
claiming under it and the LESSOR shall not be liable to the LESSEE, or any
person whatsoever, for any injury, loss, or damage to any persons or property in
or upon said leased premises, or upon the sidewalks and alleyways contiguous
thereto. The LESSEE hereby covenants and agrees to assume all liability for or
on account of any injury, loss, or damage above described and to defend and to
save the LESSOR and The City of Oklahoma City harmless therefrom.

                    ARTICLE XV - REMOVAL OF PERSONAL PROPERTY

      It is mutually covenanted and agreed that all personal property owned and
placed on the leased premises by the LESSEE may be removed by the LESSEE at the
termination or expiration of this Agreement, even though the same may be
attached to the premises; provided, the LESSEE shall not then be in default in
performance of the covenants hereof. The removal of any such property, as
aforesaid, shall be effected and all damage caused to said premises by such
removal shall be repaired by LESSEE within thirty (30) days after the
termination or expiration of the Agreement. Should the LESSEE fail to remove
said personal property within the prescribed thirty (30) day period, title to
all such property shall vest in the LESSOR and/or the LESSOR may cause the
removal of all or any portion of such property at the sole risk and expense of
the LESSEE.

                              ARTICLE XVI - TAXES

      LESSEE agrees to pay all taxes or, in lieu of taxes, special


                                      19
<PAGE>

assessments now or hereafter levied or assessed (1) upon the leased premises and
facilities, (2) upon property owned or possessed by LESSEE and situated on the
leased premises, or (3) upon LESSEE'S interest in or use of the leased premises.
LESSEE shall defend, indemnify and save LESSOR and The City of Oklahoma City
harmless from any claims or liens in connection with such taxes or, in lieu of
taxes, assessments.

                     ARTICLE XVII - MISCELLANEOUS COVENANTS

A.    LESSEE shall observe and comply with any and all requirements of the
      constituted public authorities and with all federal, state, or local
      statutes, ordinances, regulations and standard rules applicable to LESSEE
      or its use of the leased premises, including by way of example, but not of
      limitation, all general rules and regulations promulgated from time to
      time by the Director of Airports of The City of Oklahoma City in
      connection with the administration of the Airport.

B.    LESSEE shall not erect, maintain, or display any signs or other
      advertising at or on the leased premises or other Airport premises without
      first obtaining the written approval of the Director of Airports, such
      approval not to be unreasonably withheld.

C.    LESSEE hereby agrees to make no claims or file or cause to be filed any
      legal or equitable actions against LESSOR or The City of Oklahoma City for
      any kind of damages which result from noise or sound shock waves due to
      aircraft use of said Airport's facilities.

                ARTICLE XVIII - INDEMNITY AND INSURANCE BY LESSEE

A.    Indemnity - LESSEE hereby agrees to release, to defend, to indemnify, and
      to save harmless the LESSOR and The City of Oklahoma City, and its
      officers, agents and employees, (i) from and against any and all loss of,
      or damage to, property, or injuries to, or death of, any person or
      persons, as well as, (ii) from and against any and all claims, damages,
      suits, costs, expense, liability, actions or proceedings of any kind or
      nature whatsoever (including, without limiting the


                                       20
<PAGE>

generality of the foregoing, Workers' Compensation), of or by anyone whomever;
in matters resulting from, or arising out of, or alleged to have resulted from
or to have arisen out of, directly or indirectly, LESSEE'S operations or
activities under or in connection with this Agreement, or LESSEE'S use and
occupancy of any portion of the Airport, and including, without limiting the
generality of the foregoing, acts and omissions of LESSEE'S officers, employees,
representatives, suppliers, invitees, contractors or agents. Provided, however,
LESSEE shall not be liable for any loss occasioned by the sole negligence or
wilful misconduct of the LESSOR, The City of Oklahoma City, or their officers,
agents, and employees. LESSOR covenants to give LESSEE prompt notice of any
claims. The minimum insurance requirements set forth below shall not be deemed
to limit or define the obligations of LESSEE hereunder.

B.    Liability Insurance - LESSEE shall purchase, or cause to be purchased, and
      cause to be maintained in effect for the term of this Agreement with
      insurance carriers acceptable to LESSOR the following:

      (1)   Workers' Compensation Insurance as required by the Statutes of the
            State of Oklahoma, or adequate Employers' Liability Insurance; and

      (2)   General Public Liability in the amount of not less than $1,000,000
            for any number of claims arising out of a single occurrence or
            accident, with a limit of $25,000 for any claim or to any claimant
            who has more than one claim for loss of property arising out of a
            single accident or occurrence and with a limit of $100,000 to any
            claimant for his claim for any other loss arising out of a single
            accident or occurrence.

      (3)   Hangar Keepers Liability Insurance in the minimum amounts of
            $1,000,000 per aircraft and $1,000,000 per occurrence.

      (4)   Aircraft Liability Insurance for each aircraft owned or regularly
            used in LESSEE's business, in the minimum


                                       21
<PAGE>

            amount of $50,000 per seat for passengers and property damage
            insurance in the minimum amount of $4,000 for each 1,000 pounds (or
            fraction thereof) of maximum gross weight at which aircraft is
            certificated to operate, or $50,000, whichever is the greater amount
            for each particular aircraft concerned.

      Prior to the effectiveness of this Agreement, satisfactory proof of
      carriage of such insurance by way of a "Certificate of Insurance" must be
      submitted to LESSOR showing the Oklahoma City Airport Trust and The City
      of Oklahoma City to be named as additional insured under the policies and
      also containing a provision that coverages afforded under the policies
      will not be materially altered or cancelled except upon at least ten (10)
      days' prior written notice given to the Oklahoma City Airport Trust. The
      certificate shall also include coverage for LESSEE'S contractual liability
      set forth in Article XVIII(A) entitled Indemnity.

C.    Property Insurance - The LESSEE, in its own name and that of LESSOR, as
      their interests may appear, shall during the initial and renewal terms
      hereof purchase and maintain in effect, with responsible underwriters
      approved by LESSOR, a blanket "all-risks" form policy of fire insurance
      with the broadest extended coverage endorsements attainable, as well as
      vandalism and malicious mischief and boiler and machinery insurance on the
      building and improvements situated on the leased premises to the extent of
      not less than ninety percent (90%) of the full insurable value thereof.
      Also, LESSEE shall in connection with all hazards or risks required to be
      insured against in the immediately preceding sentence, purchase and
      maintain in effect rental insurance on the buildings and improvements on
      the leased premises, in an amount not less than debt service on such
      buildings.

      The LESSEE shall furnish the LESSOR, with certificates of such insurance,
issued by insurance underwriters, evidencing the existence of valid policies of
insurance with the coverage


                                       22
<PAGE>

specified, which certificates shall not be amended so as to decrease the
protection below the limit specified herein or be subject to cancellation
without at least ten (10) days advance written notice to LESSOR.

      In lieu of the above requirement of LESSEE to purchase and maintain
property insurance as described above, the LESSOR may purchase such insurance.
In the event LESSOR agrees to purchase such insurance, LESSEE shall reimburse
the LESSOR for all expenses incurred by LESSOR in carrying and maintaining such
insurance coverage. In this connection, LESSEE agrees to pay all premiums
immediately upon receipt of an invoice for same from the LESSOR and the LESSEE
shall assume and pay for or reimburse LESSOR for any property loss up to the
amount of any deductible amount under any property insurance policy, regardless
of whether such deductible amount is provided for in the property insurance
policy purchased and maintained by LESSEE or by LESSOR.

             ARTICLE XIX - TERMINATION BY LESSOR IN EVENT OF DEFAULT

A.    The following are hereby defined as "Events of Default" under this
      Agreement:

      1.    If LESSEE shall fail to pay any installment of rent or any other
            sums or charges payable by LESSEE to LESSOR under this Agreement
            when and as the same become due and payable, and such failure shall
            continue for a period of thirty (30) days after the due date; or

      2.    If LESSEE shall fail to perform or comply with any other term,
            covenant or agreement hereof for a period of thirty (30) days after
            written notice thereof from LESSOR to LESSEE, or, in the case of a
            default or a contingency which cannot with due diligence be cured
            within such period, LESSEE fails to proceed with all due diligence
            within the time period to cure the same and thereafter to prosecute
            the curing of such default with all due diligence; or

      3.    If LESSEE shall make a general assignment for the benefit of
            creditors, or shall admit in writing LESSEE's


                                       23
<PAGE>

            continuing inability to pay LESSEE's debts as they become due, or
            shall file a petition for bankruptcy, or shall be adjudicated a
            bankrupt or insolvent, or shall file a petition seeking any
            reorganization, arrangement, composition, readjustment, liquidation,
            dissolution or similar relief under any present or future statute,
            law or regulation, or shall file an answer admitting or not
            contesting the material allegations of a petition against LESSEE in
            any such proceeding, or shall seek or consent to or acquiesce in the
            appointment of any trustee, receiver or liquidator of LESSEE or any
            material part of LESSEE's properties; or

      4.    If within sixty (60) days after the commencement of any proceeding
            against LESSEE seeking any reorganization, arrangement, composition,
            readjustment, liquidation, dissolution or similar relief under any
            present or future statute, law or regulation, such proceeding shall
            not have been dismissed, or if, within sixty (60) days after
            appointment without the consent of such LESSEE or of any trustee,
            receiver or liquidator of such LESSEE or of any material part of
            LESSEE'S properties, such appointment shall not have been vacated;
            or

      5.    If the LESSEE shall voluntarily abandon any of the Leased Premises
            for a continuous period of thirty (30) days at any one time, except
            when such abandonment be caused by fire, earthquake, war, strike or
            other calamity beyond LESSEE'S control;

      THEN and in such event, LESSOR at any time thereafter (but prior to the
      curing of all such Events of Default) may give notice to LESSEE specifying
      such Event of Default or Events of Default and stating that this Agreement
      and the lease term shall expire and terminate on the date specified in
      such notice, which shall be at least ten (10) days after the giving of
      such notice, and on such date, unless all such Events of Default shall
      have been cured and there shall not exist any


                                       24
<PAGE>

      other Event of Default, all of the right, title and interest of LESSEE
      under this Agreement shall terminate and LESSEE shall remain liable as
      hereinafter provided. Provided, however, in any case where LESSOR shall be
      entitled under this Article XIX to terminate this Agreement for failure of
      the LESSEE to correct or cure an Event of Default after due notice as
      herein provided, LESSOR, as an alternative to termination of this
      Agreement, may but shall be under no obligation to, perform the obligation
      imposed under this Agreement for the account of and at the expense of the
      LESSEE and the same shall be paid by LESSEE within thirty (30) days
      following the date of receipt by LESSEE of an invoice for said reasonable
      expense.

B.    If any Event of Default shall have occurred and be continuing, LESSOR,
      whether or not the lease term shall have been terminated pursuant to
      Section XIX.A, may, upon ten (10) days written notice, except in cases of
      emergency when no notice need be given and unless the default is cured,
      enter upon and repossess the leased premises or any part thereof and
      possess the improvements thereon, or any part thereof, and declare all
      rent remaining for the unexpired term of the Agreement to be due and
      owing (said repossession and possession being hereinafter referred to as
      "repossession") by force, summary proceedings, ejectment or otherwise
      without being deemed guilty of any manner of trespass, and may remove
      LESSEE and all other persons and property therefrom. LESSEE shall release,
      defend, indemnify and save harmless LESSOR and The City of Oklahoma City,
      and their officers, agents and employees, from all claims, damages, suits,
      actions, costs, expense or liability of whatsoever nature arising from the
      LESSOR'S repossession of the leased premises as authorized herein;
      provided, however, LESSEE shall not be liable for or release the LESSOR or
      The City of Oklahoma City from any loss or damage caused by the sole
      negligence or willful misconduct of the LESSOR, The City of Oklahoma City,
      or their officers,


                                       25
<PAGE>

      agents or employees in connection with any repossession activities
      authorized herein.

C.    From time to time after the repossession of the leased premises or any
      part thereof, pursuant to Section XIX.B, whether or not the lease term has
      been terminated, (i) LESSOR may, but shall be under no obligation to,
      relet the leased premises or any part thereof, for the account of LESSEE
      in the name of LESSOR or otherwise, or (ii) the Director of Airports of
      The City of Oklahoma City may, but shall be under no obligation to, grant
      one or more revocable permits for the occupancy or use of the leased
      premises or any part thereof, for such term or terms (which may be greater
      or less than the period which otherwise would have constituted the balance
      of the lease term) and on such terms (which may include concessions or
      reduced rent or fees) and for such uses as LESSOR, or as the Director of
      Airports in the event of the issuance of a revocable permit, in LESSOR'S,
      or the Director of Airport's, sole discretion may determine, and may
      collect and receive as rent or fees therefor. LESSEE shall indemnify and
      hold LESSOR harmless for any deficiency received by LESSOR upon such
      reletting or grant of one or more revocable permits, all without prejudice
      to any other remedy available to LESSOR.

D.    No termination of this Agreement and no repossession of the leased
      premises or any part thereof pursuant to this Article XIX shall relieve
      the LESSEE of LESSEE'S obligations and liabilities under this Agreement,
      all of which shall survive any such termination or repossession. In the
      event of any such termination or repossession, whether or not the leased
      premises or any part thereof shall have been relet, or shall have been
      reoccupied or used pursuant to a revocable permit, LESSEE shall pay to
      LESSOR the rent and other sums and charges to be paid by LESSEE up to the
      time of such termination or repossession. Thereafter LESSEE, until the end
      of what would have been the full term of this Agreement, shall pay to
      LESSOR, as and for liquidated and agreed current damages for


                                       26
<PAGE>

      LESSEE'S default, the equivalent amount of the rent and such other sums
      and charges which would be payable under this Agreement by LESSEE if this
      Agreement were still in effect, less the net proceeds, if any, of any
      reletting, or of any granting of a revocable permit, effected pursuant to
      the provisions of Paragraph C, supra after deducting therefrom all
      expenses in connection with such reletting by LESSOR, or in connection
      with such granting of a revocable permit by the Director of Airports,
      including, without limiting the generality thereof, all repossession
      costs, operating expenses, reasonable attorneys' fees, alteration costs,
      and expense of preparing for such reletting by LESSOR, or for the granting
      of a revocable permit by the Director of Airports. LESSEE shall pay such
      current damages to LESSOR monthly on those days on which the Rent would
      have been payable under this Lease if this Lease were still in effect, and
      LESSOR shall be entitled to recover the same from LESSEE on each such day.

E.    No failure by LESSOR to insist upon the strict performances of any term
      hereof or to exercise any right or remedy consequent upon a breach
      thereof, and no acceptance of full or partial rent during the continuance
      of any such breach, shall constitute a waiver of any such breach or of any
      such term.

F.    The various rights, powers, and remedies herein contained and reserved to
      LESSOR, or the Director of Airports, shall not be considered as exclusive
      of any other right, power or remedy, but the same shall be construed as
      cumulative and shall be in addition to every other right, power or remedy
      now or hereafter existing at law, in equity or by statute. No delay or
      omission of LESSOR, or of the Director of Airports, to exercise any right,
      power or remedy arising from any omission, neglect or default of LESSEE
      shall impair any such right, power or remedy or shall be construed as a
      waiver of any such default or an acquiescence therein.

G.    In the event of any breach or threatened breach by LESSEE of


                                       27
<PAGE>

      any of the terms contained in this Agreement, LESSOR shall be entitled to
      enjoin such breach or threatened breach and shall have the right to invoke
      any right and remedy allowed at law or in equity or by statute or
      otherwise, except this Agreement shall be terminated only in the manner
      set forth herein.

                    ARTICLE XX - TRANSFER OF STOCK OWNERSHIP

      If any individual or group of individuals or any other entity presently
owns in excess of a majority of shares in LESSEE Corporation, then a transfer of
ownership of a majority or more of the stock in LESSEE Corporation without the
prior written approval of LESSOR shall constitute a material breach of this
Agreement for which LESSOR may terminate the same under the provisions of
Article XIX hereof. Moreover, at least ninety (90) days prior to any
contemplated stock transfer LESSEE shall submit a written request to LESSOR
showing good and sufficient financial worth and adequate experience in the
operation of the facilities on the part of the contemplated purchaser or
purchasers of stock and evidencing the intent of such contemplated purchaser or
purchasers to expressly assume in writing and agree to be bound by and fulfill
all of the terms, covenants, obligations, and agreements contained in this
Agreement.

                    ARTICLE XXI - WAIVER OF STATUTORY NOTICE

      In the event LESSOR exercises its option to terminate this Agreement
pursuant to the terms and happenings of any or all of the events set forth in
Article XIX (Termination by LESSOR), any notice of termination given by LESSOR
to LESSEE pursuant to the provisions of said Article XIX shall be sufficient to
cancel and terminate this Agreement; and, upon such termination, LESSEE hereby
agrees that it will forthwith surrender up possession of the demised premises to
the Trustees of the Oklahoma City Airport Trust. In this connection, LESSEE
hereby expressly waives the receipt of any notice to quit or notice of
termination which would otherwise be given by LESSOR under any provisions of the
laws of the State of Oklahoma, including, but not limited to, notices required
to be given under any section of Title 41 of the Oklahoma Statutes.


                                       28
<PAGE>

                    ARTICLE XXII - ASSIGNMENT AND SUBLETTING

      The LESSEE may, with the prior written consent of LESSOR, assign or sublet
all or a portion of the leased premises; provided, however, the term of any
sublease shall not extend beyond a one year period.

      Except as specifically provided above, LESSEE shall not assign this
Agreement or any interest therein by an operation of law, process or proceeding
of any Court or otherwise, or sublet the leased premises or any portion thereof
and/or the operation or maintenance of the leased premises without first
obtaining the prior written approval of the LESSOR; moreover, at least ninety
(90) days prior to any contemplated assignment of this Agreement by any
operation of law, process or proceeding of any Court or otherwise, LESSEE shall
submit a written request to the LESSOR, and LESSEE shall submit evidence showing
good and sufficient financial worth and adequate experience in the operation of
the facilities on the part of the contemplated assignee. In any event, no
assignment shall be made or shall be effective unless LESSEE shall not be in
default on any of the terms, provisions, covenants and conditions herein
contained. Further, in no event shall any assignment be effective, regardless of
any submissions to the LESSOR, without the prior written approval of the LESSOR.
The party to whom such assignment is made shall expressly assume in writing and
agree to be bound by and fulfill all of the terms, covenants, obligations and
agreements contained in this Agreement.

      In the event of any approved assignment, LESSEE shall remain liable to
LESSOR to pay to LESSOR any portion of the rental and fees provided for herein
upon failure of the assignee to pay the same when due; moreover, no subleasing
shall release the LESSEE from its obligations to pay all rental amounts
hereunder or release LESSEE from any of the terms, covenants or conditions
herein contained on the part of the LESSEE to be performed, kept and observed.
Further, in the event of an approved assignment or subleasing, neither assignee
or sublessee shall assign or sublet any portion of the leased premises except
with the prior approval


                                       29
<PAGE>

of LESSOR and LESSEE herein, and any sublease or assignment by LESSEE shall
contain a clause to this effect.

      LESSEE may rent or sublease portions of the demised premises and
facilities for the storage of individual privately owned aircraft or the minor
maintenance thereof without the prior written approval of the LESSOR; provided,
however, the term of any sublease shall not extend beyond a one-year period and
provided, further, that LESSEE shall from time to time and at any time at the
request of the Director of Airports furnish the Director with the following
information as to any and all subleases: (i) the name and address of such
sublessee, (ii) the identity and location of the specific portion of LESSEE'S
leased premises and facilities subleased to such sublessee, (iii) the
identification of any aircraft stored or located in the subleased premises and
facilities, and (iv) any and all other evidence deemed necessary by the Director
of Airports to document that any such sublessee is at all times strictly
complying with all the terms, provisions and restrictions contained in this
Lease Agreement.

                 ARTICLE XXIII - NONDISCRIMINATION IN EMPLOYMENT

      The LESSEE shall comply with all the following nondiscrimination
provisions to the extent that LESSEE'S activities shall be subject to the same:

A.    Nondiscrimination in Employment

      The LESSEE agrees not to discriminate against any employee or applicant
      for employment because of race, creed, color, sex, national origin,
      ancestry, age or disability, as defined by the Americans With Disabilities
      Act 1990, Section 3 (2). The LESSEE shall take affirmative action to
      insure that employees are treated without regard to their race, creed,
      color, national origin, sex, ancestry, age or disability, as defined by
      the Americans With Disabilities Act 1990, Section 3 (2). Such actions
      shall include, but not be limited to, the following: employment,
      upgrading, demotion or transfer, recruiting or recruitment, advertising,
      lay-off or termination and selection for training, including
      apprenticeship. The


                                       30
<PAGE>

      LESSEE, or any sublessee, hereby agrees to post, in a conspicuous place,
      available to employees and applicants for employment, notices setting
      forth the provisions of this Article.

B.    Facilities Nondiscrimination

      1.    LESSEE shall furnish its accommodations and/or services on fair,
            equal, and not unjustly discriminatory basis to all users thereof
            and it shall charge fair, reasonable, and not unjustly
            discriminatory prices for each unit or service; provided, that the
            LESSEE may be allowed to make reasonable and nondiscriminatory
            discounts, rebates, or other similar type of price reductions to
            volume purchasers.

      2.    LESSEE shall make its accommodations and/or services available to
            the public on fair and reasonable terms without unjust
            discrimination on the basis of sex, age, race, creed, ancestry,
            color, national origin, or disability, as defined by the Americans
            With Disabilities Act 1990, Section 3 (2); provided, however,
            nothing herein shall require the furnishing to the general public of
            the use of any facilities or accommodations customarily furnished by
            LESSEE solely to its employees, customers, clients, guests, and
            invitees.

      3.    Noncompliance with Provisions 1 and 2 above shall constitute a
            material breach thereof and, in the event of such noncompliance,
            LESSOR shall have the right to terminate this Agreement and the
            estate hereby created without liability therefor, or at the election
            of LESSOR or the United States, either or both said Governments,
            shall have the right to judicially enforce said Provisions 1 and 2.

      4.    LESSEE agrees to insert the above in any leases, agreements, or
            contracts, etc. by which said LESSEE grants a right or privilege to
            any person, firm, or


                                       31
<PAGE>

            corporation to render accommodations and/or services to the public
            on the premises herein leased.

C.    Affirmative Action Program

      LESSEE assures that it will undertake an affirmative action program as
      required by 14 CFR Part 152, Subpart E, to insure that no person on the
      grounds of race, creed, color, national origin, ancestry, age, sex, or
      disability, as defined by the Americans With Disabilities Act 1990,
      Section 3 (2) be excluded from participation in any employment activities
      covered by 14 CFR Part 152, Subpart E. LESSEE assures that no person shall
      be excluded on these grounds from participating in or receiving the
      services or benefits of any program or activity covered by this Subpart.
      LESSEE assures that its covered suborganizations will give assurances to
      LESSEE that they similarly will undertake affirmative action programs and
      that they will require assurances from their suborganizations, as required
      by 14 CFR Part 152, Subpart E, to the same effect. 

      The LESSEE agrees not to discriminate against any employee or applicant
for employment because of race, creed, color, sex, national origin, ancestry or
age. The LESSEE shall take affirmative action to insure that employees are
treated without regard to their race, creed, color, national origin, sex,
ancestry or age. Such actions shall include, but not be limited to, the
following: employment, upgrading, demotion or transfer, recruiting or
recruitment, advertising, lay-off or termination and selection for training,
including apprenticeship. The LESSEE, or any Sublessee, hereby agrees to post,
in a conspicuous place, available to employees and applicants for employment,
notices setting forth the provisions of this Article.

                 ARTICLE XXIV - NOTICES, CONSENTS, AND APPROVALS

      Notices or other communications to LESSOR pursuant to the provisions
hereof shall be sufficient if sent by registered or certified mail, postage
prepaid, addressed to the Oklahoma City Airport Trust, Will Rogers World
Airport, 7100 Terminal Drive, Box 937, Oklahoma City, Oklahoma 73159-0937; and
bills, statements,


                                       32
<PAGE>

and notices or communications to LESSEE shall be sufficient if sent by mail,
postage prepaid, or if hand-delivered, to Gulfstream Aerospace Corporation, P.O.
Box 22500, Oklahoma City, Oklahoma 73123; or to such respective addresses as the
parties may designate in writing from time to time.

      IN WITNESS WHEREOF, the parties have hereunto set their hands to this
Lease and Operations Agreement as of the day and year first above written.

ATTEST:     (SEAL)                         GULFSTREAM AEROSPACE CORPORATION


/s/ A. Wayne Radko, CONTROLLER             /s/ John E. Podger, President
-----------------------------------        -----------------------------------
Name/Title                                 Name/Title



APPROVAL RECOMMENDED:                      OKLAHOMA CITY AIRPORT TRUST


/s/ Luther E. Trent                        /s/  Ken W. Townsend 
-----------------------------------        -----------------------------------
Luther E. Trent                            Ken W. Townsend, Chairman
Director of Airports



ATTEST:     (SEAL)


/s/ Thomas Hurley
-----------------------------------      
Trust Secretary


      APPROVED by the Council and signed by the Mayor of The City of Oklahoma
City this 7th day of March, 1995.

                                           /s/ Ronald J. Norick
                                           -----------------------------------
                                           Mayor



ATTEST:     (SEAL)


/s/ Thomas Hurley
-----------------------------------      
City Clerk


      APPROVED as to form and legality this 21st day of February 1995.


                                           /s/ William O. West
                                           -----------------------------------
                                           Assistant Municipal Counselor


                                       33
<PAGE>

                                    EXHIBIT A

                        GULFSTREAM AEROSPACE CORPORATION

Parcel 1 - Hangars 10 and 11

A part of the Southeast Quarter of Section 8, Township 12 North, Range 4 West,
of the Indian Meridian in Oklahoma County, Oklahoma, more particularly described
as follows:

COMMENCING at the Southeast corner of said Southeast Quarter; thence North 00
degrees 16'00" West along the East line of said quarter section a distance of
40.00 feet; thence South 89 degrees 26'OO" West along a line parallel to the
South line of said quarter section a distance of 948.42 feet to a point or place
of beginning of the tract of land herein described;

THENCE continuing South 89 degrees 26'00" West a distance of 1059.08 feet;
THENCE North 02 degrees 05'10" West a distance of 411.94 feet;
THENCE North 43 degrees 26'00" East a distance of 86.00 feet;
THENCE North 46 degrees 34'00" West a distance of 70.00 feet;
THENCE North 43 degrees 26'00" East a distance of 332.00 feet;
THENCE North 89 degrees 26'00" East a distance of 254.134 feet;
THENCE South 00 degrees 34'00" East a distance of 320.00 feet;
THENCE North 89 degrees 26'00" East a distance of 545.866 feet;
THENCE South 00 degrees 34'00" East a distance of 440.81 feet to the point or 
place of beginning, said tract containing 587,189 square feet or 13.48 acres,
more or less.

Parcel 2 - Ground Lease

The subject property is within an unplatted area and is legally described as
follows:

A part of the Southwest Quarter of Northeast Quarter of Section 17, Township 12
North, Range 4 West, more particularly described as beginning at a point at the
Northeast Corner of Southwest Quarter of Northeast Quarter; thence West 470
feet; thence South 300 feet; thence East 470 feet; thence North 300 feet, to a
point of beginning, or Lots 1, 2, 3, and East 80 feet of Lot 4 of Leavitt's
unrecorded addition as shown on Exhibit B, Page 2 of 2.

Said area containing 141,000 square feet or 3.24 acres, more or less.


                                                EXHIBIT A
                                                GULFSTREAM AEROSPACE CORPORATION
                                                EFFECTIVE JANUARY 1, 1995
<PAGE>

                                   EXHIBIT B, Page 1 of 2
                                ---------------
                                LEASE AGREEMENT

                              (Hangars 10 and 11)
                        Gulfstream Aerospace Corporation
                                    Parcel 1
                               WILEY POST AIRPORT
                             DATE: January 1, 1995


                                 [MAP OMITTED]
<PAGE>

                                                EXHIBIT B, Page 2 of 2
                                                LEASE AGREEMENT (PARCEL 2)
                                                GULFSTREAM AEROSPACE CORPORATION
                                                WILEY POST AIRPORT
                                                January 1, 1995