Exhbit 10.1 LMA Lease Agreement June 16, 2006


    STATE
      OF NORTH CAROLINA

     

    COUNTY
      OF CATAWBA

     

    LEASE
      AGREEMENT

     

    THIS
      LEASE AGREEMENT,
      made
      and entered into this 16th day of June, 2006, by and between LITTLE
      MOUNTAIN AIRPORT ASSOCIATES, INC.
      (“Lessor”) and MOUNTAIN
      AIR CARGO, INC.
      (“Lessee”):

     

    WITNESSETH:

     

    That
      for
      and in consideration of the rentals hereinafter reserved and the covenants
      and
      agreements herein contained, Lessor does hereby demise and lease unto Lessee,
      and Lessee does hereby lease from Lessor the premises (“Leased Premises”)
      described in the attached Exhibit A, for the rentals and on the conditions
      hereinafter stated.

     

     

    ARTICLE
      I  

     

      TERM

     

    The
      term
      of this lease shall be for a period commencing June 1, 2006 and continuing
      until
      May 31, 2008. Lessee has option to renew lease for an additional two (2)
      year period commencing June 1, 2008 and ending May 31,
      2010.

     

     

    ARTICLE
      II  

     

      RENTAL

     

    Lessee
      shall pay to the Lessor as rental monthly installments, each in the amount
      of
      Twelve Thousand Seven Hundred Thirty-six and 79/100 Dollars ($12,736.79),
      payable in advance on the first day of each and every calendar month, commencing
      with June 2006. If Lessee exercises option to renew Lease for the additional
      two
      (2) year Lease period starting June 1, 2008, monthly rental will be
      adjusted to reflect the Consumer Price Index (CPI) change from June 1, 2006
      to April 1, 2008.

     

    
      
        
        

      

      
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    ARTICLE
      III  

     

      MAINTENANCE

     

    The
      maintenance of the Leased Premises shall be the sole responsibility of the
      Lessee, it being understood and agreed that the premises are being leased
      without obligation on the part of the Lessor to make repairs. And the Lessee
      covenants and agrees to take good care of the Leased Premises and upon the
      termination of this lease will surrender the said Leased Premises in as good
      order and condition as they now are, ordinary wear, and tear
      excepted.

     

     

    ARTICLE
      IV  

     

      IMPROVEMENTS
      BY LESSEE

     

    Any
      air
      conditioning, heating, plumbing, or other improvements installed in the Leased
      Premises by the Lessee shall become a part of the Leased Premises and Lessee
      shall have no right to remove same at the termination of the lease.

     

     

    ARTICLE
      V  

     

      UTILITIES

     

    Lessee
      shall pay for all utilities furnished the Leased Premises during the term of
      this lease.

     

     

    ARTICLE
      VI  

     

      TAXES
      AND INSURANCE

     

    Lessee
      shall be responsible for providing insurance on the Leased Premises and shall
      pay all ad valorem taxes on the Leased Premises. Lessee shall be responsible
      for
      ad valorem taxes on all equipment owned by it and placed on the Leased
      Premises.

     

     

    ARTICLE
      VII  

     

      USE
      OF PREMISES

     

    Lessee
      shall use the Leased Premises for the operation of an airport, maintenance
      facility, and corporate offices.

     

     

    ARTICLE
      VIII  

     

      FORFEITURE
      FOR DEFAULT

     

    It
      is
      expressly agreed that if Lessee shall neglect to make any payments of rent
      when
      due or neglect to do and perform any matter or thing herein agreed to be done
      and performed by it, and shall remain in default thereof for a period of fifteen
      (15) days after written notice from Lessor calling attention to such default,
      Lessor may declare the lease terminated and cancelled and take possession of
      said Leased Premises without prejudice to any other legal remedy it may have
      on
      account of such default. Said notice may be given to the person at such time
      in
      charge of said Leased Premises or sent by registered mail to Lessee addressed
      to
      P.O. Box 488, Denver, North Carolina, 28037.

     

     

    ARTICLE
      IX  

     

      ASSIGNMENT

     

    Lessee
      shall have no right to assign or sublease the Leased Premises without the
      written approval of Lessor.

     

     

    ARTICLE
      X  

     

      SALE
      OF LEASED PREMISES

     

    Lessor
      shall have the right to sell the Leased Premises and the lease shall continue
      in
      full force and effect.

     

     

    ARTICLE
      XI  

     

      ENTIRE
      AGREEMENT

     

    This
      lease contains all the agreements and conditions made between the parties hereto
      and may not be modified orally or in any other manner than by an agreement
      in
      writing, signed by all the parties hereto or their respective successors in
      interest.

    
      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Lease Agreement the day and year first above
      written.

     

    LESSOR:

    


    LITTLE
      MOUNTAIN AIRPORT ASSOCIATES, INC.

    


    


    /s/
      William H. Simpson

    Name: William
      H. Simpson 

    


    Title: President 

    


    


    STATE
      OF
      NORTH CAROLINA

    


    COUNTY
      OF
      ___Catawba___________

    


    I
      certify
      that the following person(s) personally appeared before me this day, each
      acknowledging to me that the he or she voluntarily signed the foregoing document
      for the purpose stated therein and in the capacity indicated for LITTLE
      MOUNTAIN AIRPORT ASSOCIATES, INC.

    


    


    William
      H. Simpson

    (insert
      name(s) of those signing)

    


    


    Date
      ____June
      16, 2006___________ /s/
      Erlene H. Geddes   

    Official
      Signature of Notary

    


    


    Erlene
      H.
      Geddes

    Notary’s
      printed or typed name

    


    My
      commission expires: ________September
      20, 2006____________

    


    (Official
      Seal)

    



    
      
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    LESSEE:

    


    MOUNTAIN
      AIR CARGO, INC.

    


    


    By/s/
      John Gioffre

    Name: John
      Gioffre  

    Title: CFO   

    


    


    STATE
      OF
      NORTH CAROLINA

    


    COUNTY
      OF
      ___Catawba
      _____________

    


    I
      certify
      that the following person(s) personally appeared before me this day, each
      acknowledging to me that the he or she voluntarily signed the foregoing document
      for the purpose stated therein and in the capacity indicated for MOUNTAIN
      AIR CARGO, INC.

    


    


    John
      Gioffre

    (insert
      name(s) of those signing)

    


    


    Date
      _____
      June
      16, 2006_____________ /s/
      Erlene H. Geddes

    Official
      Signature of Notary

    


    


    Erlene
      H. Geddes

    Notary’s
      printed or typed name

    


    My
      commission expires: ___
      September 20, 2006_______________

    


    (Official
      Seal)

    



    
      
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    Exhibit
      A

    


    


    1. The
      real
      property located at 1544 North Carolina Highway 16, Maiden, North Carolina,
      being more particularly described in Book 0915, Page 0317 of the Catawba County,
      North Carolina, Register of Deeds; and

    


    2. Nonexclusive
      use of the runway, ramp and parking and exclusive use of the existing buildings
      located in Catawba County on the real property described as
      follows:

    


    “BEGINNING
      at iron pin, Cauthen's corner, and runs from said beginning point with Cauthen's
      line North 20 degrees East. 75 feet to a stake, a common corner of Cauthen
      and
      Roy O. Smith, Jr.; thence with the line of Roy O. Smith, Jr.; thence with the
      line of Roy O. Smith, Jr. North 24 degrees 52 minutes East 1092 feet to a stake;
      thence South 68 degrees 8 minutes East 765 feet to a stake; thence South 24
      degrees 52 minutes West 2925.7 feet to a stake; thence South 53 degrees West
      350.57 feet to a stake; thence North 34 degrees West 758.03 feet to a stake;
      thence North 24 degrees 52 minutes East 1391.31 feet to a stake on the Northeast
      edge of a 60-foot road; thence North 33 degrees 58 minutes East 26.46 feet
      to
      the point of BEGINNING, containing 54.448 acres, in accordance with a survey
      prepared by Joe F. Robinson, Registered Surveyor, dated December 28,
      1973.”

    


    For
      a
      more particular description of the buildings, refer to the Appraisal by C.E.
      Lawing, CRA, Home Realty, Inc., dated March 17, 1980. 

    .

    



    
      
        
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    NORTH
      CAROLINA

     

    CATAWBA
      COUNTY

     

    The
      foregoing certificates of ______________________________, a Notary Public of
      Catawba County, North Carolina, are certified to be correct. This instrument
      was
      presented for registration this 20th day of June, 2006, at 04:15:04pm. M.,
      and
      duly recorded in the office of the Register of Deeds of Catawba County, North
      Carolina, in Book 02759, Pages 1442-1447.

     

    This
      20th
      day of June, 2006.

     

     

    /s/
      Donna Hicks Spencer

    Register
      of Deeds

    Donna
      Hicks Spencer 


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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