EXHIBIT 10.3

AIRCRAFT LEASEBetweenVentures Acquisition Company, LLC3850 Three Mile Lane, McMinnville OR 97128AndEvergreen International Airlines, Inc.,3850 Three Mile Lane, McMinnville OR 97128

|LESSEE: | Evergreen International Airlines, Inc.
|------- | --------------------------------------
|LESSOR: | Ventures Acquisition Company, LLC     
|       

|Term of Lease:                | 36 months                                     
|----------------------------- | ----------------------------------------------
|Effective Date:               | 7/11/05                                       
|Rentals Payable:              | 11th day of each month                        
|Number of Rental Payments:    | 36                                            
|Aircraft Type & S/N:          | Boeing 747-230SF msn 23286                    
|Engine Type & ESN:            | GE
CF6-50E2 esn 530286, 530261, 530410, 517456
|Aircraft Registration Number: | N487EV                                        
|Operations:                   | Worldwide                                     

Terms and Conditions of
Lease

1.    
          Lease: Lessor hereby leases to Lessee, and Lessee hereby hires from
          Lessor, the aircraft described above with all replacement parts, repairs,
          additions and accessories incorporated therein and/or affixed thereto, all
          referred to herein as "the Aircraft". Each of Lessor and Lessee
          expressly acknowledges and agrees that this lease is and shall be subject and
          subordinate to all the terms of the Loan Agreement dated as of July 11, 2005
          (the "Loan Agreement") between Lessor, Evergreen Holdings, Inc., as
          Guarantor, and Landsbanki Íslands hf., as lender (the "Lender"), and
          the Mortgage and Security Agreement executed in connection therewith, in each
          case as in effect from time to time, and Lender's right to repossess the
          Aircraft and void this lease upon such repossession. In addition to
          Lessee's agreements hereunder with respect to insurance, maintenance,
          operation, and possession of the Aircraft, Lessee agrees to comply with Sections
          7.07, 7.10, 7.11, 8.03, 8.04, 8.05 and 8.06 of the Loan Agreement (as in effect
          from time to time) as if each of such provisions were set forth herein in their
          entirety as obligations of the Lessee. Lessee acknowledges that it has received
          a copy of, and is familiar with the terms of, the Loan Agreement and the
          Mortgage and Security Agreement.

2.    
          Term: This lease is for the original period of time shown above beginning
          on July 11, 2005 and terminating on July 10, 2008. This Lease shall
          automatically continue in effect on the terms and conditions set forth herein
          month to month unless either party is provided with Ten (10) days notice to
          terminate.

3.    
          Rentals: Lessee agrees to pay lease charges as set forth in Exhibit A.
          attached hereto and incorporated herein as though fully set forth.

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4.    
          No Warranties by Lessor and Compliance with Laws: Lessee acknowledges
          that Lessor is not the manufacturer of the Aircraft, nor manufacturer's
          agent, and that Lessor MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR
          IMPLIED, AS TO THE FITNESS, DESIGN OR CONDITION, THE MERCHANTABILITY OF THE
          AIRCRAFT OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OR CAPACITY OF THE
          MATERIALS IN THE AIRCRAFT OR WORKMANSHIP IN THE AIRCRAFT. No oral agreement,
          guarantee, promise, condition, representation or warranty nor any oral
          modification hereof shall be binding. All prior conversations, agreements, or
          representations related to this lease or to the Aircraft are integrated herein.
          Lessee shall, at its own expense and cost: (a) pay all charges and expenses in
          connection with the operation of the Aircraft; (b) comply with all laws,
          ordinances, regulations, requirements and rules with respect to the use,
          maintenance, and operation of the Aircraft,

5.    
          MAINTENANCE: At LESSEE'S sole expense, LESSEE shall take good care
          of the Aircraft, maintain a valid and current FAA standard airworthiness
          certification for the Aircraft, follow the manufacturer's useful life,
          comply with all mandatory laws and regulations relating to the use, operation
          and maintenance of the Aircraft, keep the Aircraft in good repair, condition and
          working order, reasonable wear and tear excepted, and maintain all mandatory
          logs, records, documents, manuals and other materials required by the FAA to be
          maintained with respect to the Aircraft, All service, maintenance, modification
          repair and overhaul of the Aircraft shall be performed only by FAA certified
          mechanics, repairmen or repair stations, or certificated operators and shall be
          accomplished in accordance with all mandatory FAA requirements, including,
          maintenance, modification, repair and overhaul manuals, and manufacturer service
          bulletins, and all mandatory FAA regulations, directives, instructions and
          service bulletins.

6.    
          Destruction of the Aircraft: If the Aircraft is totally destroyed, the
          liability of the Lessee to pay rent therefore shall be discontinued upon
          Lessor's receipt of the insured value of the Aircraft and the net amount of
          the recovery, if any, from insurance or otherwise for such loss or damage shall
          belong to Lessor.

7.    
          Payment of Taxes by Lessee: During the term of this lease, Lessee
          shall, in addition to the rent provided herein to be paid, promptly pay all
          taxes, assessments, and other governmental charges levied or assessed upon the
          interest of the Lessee in the Aircraft or upon the use or operation thereof or
          on the earnings arising there from, and as additional rent shall promptly pay or
          reimburse the Lessor for all taxes (other than sales taxes paid by Lessor with
          respect to its purchase of the Aircraft, if required) levied or assessed against
          and paid by the Lessor on account of its ownership of the Aircraft or any part
          thereof, or the use or operation thereof or the leasing thereof to the Lessee,
          or the rent herein provided or on the earnings arising there from.

8.    
          Ownership of Aircraft & Operational Control: The Aircraft at all
          times shall remain the property of Lessor. Lessee shall be in command of the
          Aircraft and its operations and shall have lull authority with respect to all
          matters involving the Aircraft.

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9.    
          Possession, Use, and Location of the Aircraft: So long as Lessee
          shall not be in default under this lease, Lessee may possess and use the
          Aircraft in accordance with this lease. The Aircraft shall be used only in the
          lawful business of Lessee. Lessee shall not, without Lessor's prior
          consent, part with possession or control of the Aircraft or sell, pledge,mortgage, or otherwise encumber the Aircraft or any part thereof, or assign
          or encumber any interest under this lease.

10.    
          Performance of Obligations of Lessee by Lessor: If Lessee shall fail duly
          and promptly to perform any of Lessee's obligations under the provisions of
          Article 5 of this lease, Lessor may, at its option, at any time thereafter
          perform the same for the account of Lessee without thereby waiving the default,
          and any expense or liability incurred by Lessor by so doing, together with
          interest at one percent (1%) per month or the highest lawful rate, whichever is
          less, until paid by Lessee to Lessor, shall be payable by Lessee upon demand as
          additional rent for the Aircraft.

11.    
          Inspection: Subject to any applicable laws, regulations and rules, Lessor
          shall have the right from time to time during reasonable business hours to enter
          upon Lessee's premises or elsewhere for the purpose of confirming the
          existence, condition and the proper maintenance of the Aircraft.

12.    
          Indemnity: Lessee shall indemnify Lessor and save Lessor harmless from
          any and all liability, loss, damage, expense, causes of action, suits, claims,
          or judgments arising from injury to persons or property resulting from or based
          upon the actual or alleged use, operation, delivery or any transportation of the
          Aircraft or its location or conditions; and shall at Lessee's own cost and
          expense, defend any and all suits which may be brought against Lessor, either
          alone or in conjunction with others, upon any such liability or claim or claims.
          Lessee shall satisfy, pay and discharge any and all judgments and finesthat may be recovered against Lessor in any action or actions, provided,
          however, that Lessor shall give Lessee written notice of any such claim or
          demand.

13.    
          Assignment/Sublease: Without the prior written consent of Lessor, Lessee
          shall not assign this lease or its interests hereunder or enter into any
          sublease with respect to the Aircraft covered hereby.

14.    
          Default: This lease shall be breached if: (a) Lessee shall default onthe payment of any rent hereunder and such default shall continue for three
          (3) days, and (b) if Lessee defaults in the performance of any covenant herein.

15.    
          Notices: All notices shall be provided 10 days in advance of required
          action and must be in writing.

16.    
          Severability: If any provision of this lease or any remedy herein
          provided for in this lease is invalid under any applicable law, such provision
          shall be inapplicable and deemed omitted but the remaining provisions hereof,
          including the remaining remedies, shall be given effect in accordance with the
          intent.

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17.    
          Entire Agreement: This instrument constitutes the entireagreement
          between the parties. No modifications hereto shall be valid or binding unless in
          writing, signed by both parties, and attached hereto.

18.    
          Governing Law: This lease shall be governed by and construed in
          accordance with the laws of the State of Oregon.

19.    
          Counterparts: This lease may be executed in any number of counterparts,
          each of which, when executed and delivered, shall constitute an original and all
          of which shall collectively and separately constitute one and the same
          agreement.

LESSEE ACKNOWLEDGES RECEIPT OF A
SIGNED, TRUE AND EXACT COPY OF THIS AGREEMENT.

[Signature Page Follows]

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IN
WITNESS WHEREOF, the Lessor and Lessee have executed this Aircraft Lease by their duly
authorized officers or principals.

EVERGREEN INTERNATIONAL
AIRLINES, INC.,

|By: | /s/ Timothy G. Wahlberg       
|--- | ------------------------------
|    | Timothy G. Wahlberg, President
|    | Lessee                        



Aircraft
Lease (N487EV)



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VENTURES ACQUISITION COMPANY, LLC

|By: | /s/ Delford M. Smith         
|--- | -----------------------------
|    | Delford M. Smith, Sole Member
|    | Lessor                       



Aircraft
Lease (N487EV)



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EXHIBIT A

AIRCRAFT LEASEBetweenVentures Acquisition
Company, LLC3850 Three Mile Lane, McMinnville OR 97128AndEvergreen International Airlines, Inc.3850
Three Mile Lane, McMinnville OR 97128

MONTHLY RENTAL (N487EV)

Lessee shall pay to Lessor in advance
a monthly rental of Three Hundred Forty-Five Thousand United States Dollars per month, (US
$345,000.00) for the aircraft.

In addition to the monthly rental
charge referenced above, Lessee will be responsible forand will be invoiced for
all (a) reasonable out-of-pocket transaction costs incurred by Lessor in connection with
the financing of the Aircraft and this Lease, and (b) out-of-pocket costs and expenses
incurred by Lessor as a result of Lessee's maintenance and operation of the Aircraft,
in each case during the term of this Lease. All costs invoiced shall be due and payable
with in 30 days of invoice date.

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