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                                 AIRCRAFT LEASE

     THIS LEASE AGREEMENT ("Lease") is made and entered into as of the 1st day
of
February 2010 by and between AIR CHARTERS, LLC, a Florida limited liability
company with principal offices at 4130 Northeast 23rd Avenue, Lighthouse Point,
Florida ("LESSOR"), and TWIN AIR CALYPSO LIMITED, INC., a Florida corporation
with principal offices at 3406 SW 9TH  AV , Fort Lauderdale, Florida 33315
("LESSEE").

     W I T N E S S E T H:   That,
1.  THE LEASED AIRCRAFT, LESSOR  is the owner of the following Aircraft, LESSOR
leases to LESSEE and LESSEE leases from LESSOR, upon the terms and conditions
herein contained, the following described aircraft, all presently installed
equipment, all engine and airframe logbooks for or relating to the aircraft, and
all additions thereto and replacements or substitutions therefore, all of the
foregoing items (including, without limitation, all additions thereto and
replacements or substitutions therefore) being herein referred to as the
"Aircraft", which Aircraft is registered with the United States Federal Aviation
Administration ("FAA"):

     Manufacturer:      Cessna
     Model:           402C
     Serial Numbers:      402C0803, 402C0259, 402C0323, 402C0485
     Registration Marks: N528FA, N767PA, N44LP, N524FA

     Manufacturer:       Piper
     Model:                      PA-31
     Serial Numbers:       31-7305106, 31-7512031, 31-8152081
     Registration Marks: N146DC, N49RB, N456M

The Aircraft have been delivered to LESSEE and accepted by LESSEE and are being
operated pursuant to Part 135 of the Federal Aviation Regulation.

2.  LOCATION AND USE OF AIRCRAFT.  The Aircraft shall be based at Fort
Lauderdale International Airport.  However, the permanent base of the Aircraft
may be changed to another location, within Florida, if LESSEE obtains LESSOR's
advance written consent of such relocation.  The Aircraft may be primarily
operated in and around the Caribbean and the Continent of North America:
provided, however, that the Aircraft shall not be operated in any country where
recognized or threatened areas of hostilities or widespread civil unrest exist;
provided further, however, that the Aircraft shall not be operated in any
country unless the insurance required this contract is in full force and effect
and unless the insurance required by covers operations there.  LESSEE will use
the Aircraft on its Federal Aviation Regulation Part 135 operations.

3.  TERMS AND LEASE RENTAL.  This Lease shall be for a period of five (5) years
commencing forthwith upon execution of this contract and terminating sixty (60)
months thereafter, LESSEE shall pay to LESSOR as rental for said Aircraft, the
sum of US$2.150.00 for each aircraft per month for the entire term of this lease
unless otherwise agreed by the LESSOR and LESSEE.  Such payments shall be made
whether or not the Aircraft are flown by LESSEE or is grounded for any reason
whatsoever.  All rental payments for the use of the Aircraft shall be due and
payable monthly by the first(15th) day of each month at the office of LESSOR as
set forth in this contract in U.S. Dollars.  First payments shall commence and
shall be payable on _______ and shall thereafter be payable on the first  (15th)
day of each month thereafter for the term of this Lease.

4.  CONDITONS.  LESSOR's obligation to lease the Aircraft to LESSEE shall b
subject to LESSEE obtaining any and all approvals and licenses required
therefore by the FAA (except for FAA Aircraft Registration, which is Lessor's
sole responsibility) and such other and further documents as LESSOR  may
reasonably request.  LESSOR shall provide to LESSEE in form an substance
satisfactory to LESSOR a certificate signed by an insurance underwriter as to
the due compliance with the provisions for insurance as hereinafter set forth in
this Agreement.

5.  INSURANCE.  LESSEE shall, at LESSEE's expense, secure and maintain in effect
throughout the term of this Lease, as a minimum, hull and liability insurance
coverage ("Hull and Liability Insurance") on the  Aircraft as follows:

a.  Single  Limit  Bodily  Injury  and Death Liability (including Passengers) an
Property  Damage  Liability  ("Liability  Insurance") in an amount not less than
$1,000,000.00:

b.  Hull insurance ("Hull Insurance") shall be in an amount at all times that is
not  less  than  the  retail  value  of  each  aircraft.

c.  All  Hull and Liability Insurance shall be written in the name of the LESSOR
and  any  lienholders as their interest may appear as loss payee. Hull insurance
shall  b all risk ground and flight, include a breach of warranty endorsement if
available  in  favor  of  LESSOR  an provide for 30 days prior written notice to
LESSOR  or  any  cancellation.


All  Hull  and  Liability  insurance shall be written in insurance companies and
with  terms  (including,  but not limited to, maximum deductibles) acceptable to
LESSOR and any lienholder. All Hull and Liability Insurance premiums, claims and
proceeds  shall  be  payable  exclusively  in  U.S.  Dollars

d.  LESSEE  shall  furnish  to LESSOR copies of all Hull and Liability Insurance
policies  and all endorsements and attachments thereto, whether the insurance is
purchased at the beginning or during the term of the Lease. LESSEE shall furnish
to  LESSOR evidence that required Hull and Liability Insurance has been secured.

6.  RISK OF LOSS.  All risks of loss or damage to the Aircraft, from whatever
cause, are hereby assumed by LESSEE.  It is the intent of the parties that this
paragraph 6 be construed in all events so that LESSOR shall be paid in full for
every loss, charge or expense it may suffer in connection with any loss, damage,
destruction, seizure, condemnation, confiscation or taking of the Aircraft,
whether partial or total.  Upon the occurrence of any such event, LESSEE shall
promptly report the same to the Hull and Liability Insurance company, LESSOR and
all applicable federal, state, and other governmental agencies; shall furnish
such information and execute such documents as may be required for LESSOR to
make claim under the applicable insurance policies; and shall, in the case of
any seizure, condemnation, confiscation or taking, take all necessary action to
secure release of the Aircraft and the rights and liabilities of the parties
shall be as follows:

     a.  In  the  event the Aircraft is lost or damaged beyond repair or seized,
condemned,  confiscated  or in any manner taken by any foreign government or any
political  subdivision  thereof  or  any  agencies  of  any  such governments or
political  subdivision,  or  by any terrorist or terrorist group or by any other
party,  person  or  persons whatsoever, LESSEE shall, on the earlier of ten (10)
days  after  any  payment  by  the  Hull  Insurance Company of any claim made in
respect of any such loss or other event, pay LESSOR, an amount equal to the hull
value  payment,  plus  all  other  sums  due  hereunder,  less the amount of any
proceeds  of  Hull Insurance received by LESSOR in respect of such loss or other
event.  Upon  receipt  by LESSOR of all payments from the Hull Insurance company
and  LESSEE  as  above  set  forth,  this  Lease shall end. In the event of full
payment  by  LESSEE  prior  to  LESSOR's receipt of any Hull Insurance proceeds,
LESSOR  will  assign to LESSEE all claims it may have against the Hull Insurance
Company  under  the Hull Insurance policy and transfer to LESSEE its interest in
the  Aircraft,  AS  IS,  WHERE  IS,  with  no  warranties,  express  or implied.

     b.  If  the  Aircraft is only partially damaged, this Lease shall remain in
full  force  and  effect  and  LESSEE  shall at its cost and expense, repair the
Aircraft so as to place it as nearly as possible in the same condition as it was
before  the  damage.  To  the  extent  such  damage is covered by the heretofore
described  Hull  Insurance,  LESSOR, upon receiving from LESSEE such information
and such documents as may be required, shall make claim under the Hull Insurance
policy  and  shall  promptly  reimburse  LESSEE  for  the  cost of repairing the
Aircraft  to  the  full extent of, but not more than, the net amount of any Hull
Insurance  recovery  actually received by the LESSOR; provided, however, than no
such  payment  shall  be  made  if  LESSEE  has  not paid all amounts then owing
hereunder and the payment shall not be made until the repairs have been approved
by  LESSOR,  or  its designee. During the period the Aircraft is being repaired,
LESSEE  shall continue to pay the Monthly Rental Payments and all other sums due
hereunder  as  they become due. If payment for the damage to the Aircraft is not
made  to  LESSOR  by  the  Hull  Insurance company, LESSEE shall be obligated to
repair  the  Aircraft  at  its  sole cost and expense and LESSOR will thereafter
assign  to  LESSEE  all  claims  it may have, if any, against the Hull Insurance
company  for  the  damages  to  the  Aircraft.

7.  INSIGNIA.  LESSEE  may  affix  to  the  Aircraft any proper advertisement or
insignia  designed  by LESSEE to indicate the same is being used in the business
of  LESSEE. At the expiration or termination of this Lease, LESSEE agrees at its
expense to remove such advertisement or insignia and to restore the paint of the
Aircraft  so  as to put it as nearly as possible in the same condition as it was
at  the  time  of delivery. Failure of LESSEE to so remove such advertisement or
insignia  shall make LESSEE liable to LESSOR for the cost of such removal, which
cost  LESSEE  agrees to pay to LESSOR forthwith upon demand. Notwithstanding the
foregoing,  LESSEE  must  affix,  in  a  conspicuous  place  on the airframe and
Engines,  placards stating: 'THIS AIRCRAFT AND ITS ENGINES ARE OWNED BY LANGSTON
AIR  CHARTERS, LLC AN IS SUBJECT TO THE TERMS AN CONDITIONS OF A LEASE AGREEMENT
DATED  JANUARY  15,  2010  BY  AN  BETWEEN  THE  OWNER  AND  TWIN  AIR CALYPSO."

     8. LESSEE COVENANTS. LESSEE covenants and agrees:

     a.  To  obtain  all  licenses  an registrations required by law (except FAA
registrations,  which  shall  be  obtained  by LESSOR) in the name of LESSEE and
LESSOR;  to  pay  all  taxes,  assessments,  licenses and other fees and charges
imposed  by  any  national,  state,  or  municipal government or other public or
airport authority of any nature whatsoever on his Lease, any payments hereunder,
on the Aircraft or on its use during the term of this Lease (including penalties
and  interest),  whether  the same be payable by or assessed to LESSOR or LESSEE
and  whether assessed during the term or after the expiration or cancellation of
this  Lease.

     b.  That the Aircraft will be used and operated (1) in accordance with Part
135  regulations and requirements and the manufacturer's operating instructions;
(2)  in  conformity  with  all laws, ordinances, rules an regulations, national,
state, municipal or otherwise, now existing or hereafter enacted, controlling or
in any way affecting the operation, use or possession of the Aircraft or the use
of  any  airport  premises  by the Aircraft, including, without limitations, any
requirements  or  practices  required  for  the  aircraft  to  remain under U.S.
registration:  and (3) only in compliance with the conditions an limitations set
forth  in  the applications for and policies of insurance required by this Lease
and the Aircraft shall not be used and operated for any purpose or in any manner
or  geographic  area which is excluded or prohibited by said insurance policies,
or this Lease and LESSEE shall not fly or suffer the Aircraft to be flown at any
time  any insurance policy required by this Lease shall not be in full force and
effect;

     c.  At  LESSEE'S  sole  expense,  to maintain and keep the Aircraft in good
order  and  repair  and  completely  airworthy,  and  in  accordance  with  the
requirements for Part 135 use, which shall include, but shall not be limited to,
maintenance  and  repair  in  accordance with the requirements of the FAA an any
other  governmental  authority,  including engines, which may be worn out, lost,
destroyed,  confiscated  or otherwise rendered unsatisfactory or unavailable for
use  in  or  on  the  Aircraft,  which  replacements  shall be in good operating
condition  and have a value, utility, and quality at least equal to the property
replaced if such property were in good operating condition and be free and clear
of  all  liens  and  encumbrances, it being understood that for so long (and for
only  so  long)  as LESSEE shall be in default hereunder and no event shall have
occurred  that  would become entitled to exercise LESSOR's rights and privileges
under  the  warranties  of  the manufacturers of the Aircraft, the term of which
warranties  are  known  and  understood  by  LESSEE, and that, except in case of
emergencies,  all  repairs  and  maintenance  shall  be  performed  at  service
facilities  certified  by  the  FAA  as  a  repair  facility;

     d.  at LESSEE's expense (1) to cause all inspections an all major overhauls
on  the  Aircraft and its engines to be performed as required by the FAA and any
other governmental authority; (2) to comply with all directives and requirements
of  the FAA and any other governmental authority pertaining to the Aircraft; and
(3) to comply with the manufacturers service letters and bulletins applicable to
the  Aircraft;

     e.  that  LESSEE  shall  not  make  any alterations or modifications to the
Aircraft  or  install  any additional equipment (including, without limitations,
and  rental  engine) therein or thereon without prior written consent of LESSOR;
that  unless  otherwise  agreed in writing prior to installation, all additional
equipment  installed  in  the  Aircraft  shall  become  the  property  of LESSOR
forthwith,  be  included in the definition of the Aircraft and subject to all of
the  terms  and  conditions  of  this  Lease;

     f.  that  neither  this  Lease  nor  LESSEE's  rights  hereunder  shall  be
assignable by LESSEE nor shall the Aircraft be subleased or loaned without prior
written consent of LESSOR, which consent shall not be unreasonably withheld, and
LESSEE  will  not  permit  any  charge, lien, or encumbrance of any nature to be
placed  or  to  remain upon the Aircraft; provided, however, that nothing herein
shall  prevent  LESSEE from operating the Aircraft with its pilots in command on
flights  for  compensation;

     g.  At  the  time of delivery it shall be conclusively presumed that LESSEE
accepted  the  Aircraft in its then condition and fit for LESSEE's intended use;
to be in good, safe and serviceable condition and fit for LESSEE's intended use;
to  permit  LESSOR  and  its  designees  at  all reasonable times to inspect the
Aircraft  to  determine  the  condition  thereof and to ascertain whether or not
LESSEE  is  performing its agreements relative to proper care and maintenance of
the  Aircraft;  and  to furnish any information with respect to the Aircraft and
its  use  and  maintenance  that  LESSOR  may  reasonably  request.

     h.  to  be  liable  to  LESSOR for any indemnify LESSOR against any and all
damages  to  the  Aircraft  which  occurs in any manner form any cause or causes
during  the  term  of  this  Lease  or  until the re-delivery of the Aircraft to
LESSOR,  except to the extent that LESSOR shall be promptly paid for such damage
pursuant to the heretofore described insurance, and to indemnify and save LESSOR
harmless  from  and  against  any  and  all  claims,  costs,  expenses, demands,
liabilities,  penalties,  fines,  and forfeitures of any nature whatsoever which
may  be asserted against LESSOR or the Aircraft or incurred by LESSOR not caused
by any act or omission on the part of LESSOR and arising out of or in any manner
occasioned  by LESSEE's use, operation or maintenance of the Aircraft during the
term  of this Lease or until re-delivery of the Aircraft to LESSOR and that this
covenant  of indemnify shall survive the expiration, cancellation or termination
of  this  lease;

     i.  to  maintain all records, logs, and other materials required by the FAA
and  any  other  governmental  authority  to  be  maintained  in  respect of the
Aircraft,  to  make the same available at all reasonable times for inspection by
LESSOR  and  at  the  expiration  or  termination  of this Lease to deliver such
materials  to  LESSOR;

     j.  to  permit the Aircraft to be operated only b a pilot having at least a
valid  FAA  commercial  pilot/airman's certificate an instrument rating, and any
other  certificate,  rating,  type  rating  or  endorsement  appropriate  to the
Aircraft, purpose of flight, condition of flight or as otherwise required by the
FAA or any other governmental authority and which meets the minimum requirements
of the heretofore described Insurance policies, certificates or applications, or
under  direct  and immediate supervision of a pilot holding at least a valid FAA
commercial  pilot/airman's  certificate  and  an  instrument  rating,  and which
supervised  pilot  holds  at  least a valid commercial pilot certificate and any
other  certificate,  rating,  type  rating  or  endorsement  appropriate  to the
Aircraft, purpose of flight, condition of flight or as otherwise required by the
FAA or any other governmental authority and which meets the minimum requirements
of  the  heretofore  described insurance policies, certificates or applications;

    k.  to pay for all fuel, oil and other consumables for operation of the
Aircraft; and

     l.  to  cooperate  with  LESSOR in the filing of this Lease and any and all
related  documents  with  the  FAA  by  LESSOR  or  its  agents  or  attorneys;

9.  RETURN OF AIRCRAFT. At the termination of this Lease, however caused, LESSEE
shall  deliver  possession  of  the Aircraft to LESSOR at Fort Lauderdale in the
same condition as when delivered to LESSEE, excepting only normal wear, with all
systems operating normally, a current FAA Airworthiness Certificate, and with no
open  mandatory service bulletins, service letters, manufacturers' directives or
airworthiness  directives,  and  with all service/maintenance program(s) charges
and  fees  paid  and  current  through  the  date  of  Aircraft  return.

10.LESSEE  REPRESENTATION  AND WARRANTIES, LESSEE hereby represents and warrants
to  LESSOR  that  on  the  date  hereof and at all times during the term hereof:

     a. LESSEE has adequate power and capacity to enter into, and perform under,
this  Lease  and  all  related documents (together, the "Documents") and is duly
qualified to do business wherever necessary to carry on its present business and
operations,  including  the  jurisdiction  where  the  Aircraft  is to be based.

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

     c.  No  approval, consent or withholding or objections is required from any
governmental  authority  or  instrumentality  with  respect to the entry into or
performance  by  LESSEE  of the Lease except such as have already been obtained.

     d.  The  entry  into  and  performance by LESSEE of the Lease will not: (i)
violate  any  judgment,  order,  law  or  regulation applicable to LESSEE or any
provision  of  LESSEE's  Certificate  of  Incorporation  or  Bylaws, Partnership
Agreement  or  similar  document,  or (ii) result in any breach of, constitute a
default  under  or result in the creation of any lien, charge, security interest
or other encumbrance upon the Aircraft pursuant to any indenture, mortgage, deed
of  trust,  bank  loan  or credit agreement or other instrument (other than this
Lease)  to  which  LESSEE  is  a  party.

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

     f. LESSEE is and will be at all times validly existing and in good standing
under  the  laws  of  the  State  of  its  incorporation.

     g.  This  Lease  is  in proper legal form for enforcement against LESSEE in
Florida.

     h.  It  is  not  necessary  in  order  to  ensure  the  legality, validity,
enforceability  or admissibility in evidence of this Lease or any other document
or  instrument  executed by LESSEE that any of the foregoing be filed, notarized
or  recorded  with  any  court or that any stamp or similar tax be paid on or in
respect  thereof.

11.  DEFAULT  BY  LESSEE.  In  the event LESSEE fails to repair and maintain the
Aircraft,  discharge  all  liens,  secure all licenses or registrations, pay all
taxes,  assessments,  licenses,  and  other  fees  or charges, pay all costs and
expenses  to  be  paid  by  LESSEE, procure and maintain insurance, all as above
provided,  or  to perform any of the other covenants or obligations of LESSEE to
LESSOR,  at  its  option,  may do so,, and all advances and expenses incurred by
LESSOR  in connection therewith shall be repaid by LESSEE to LESSOR upon demand,
together with interest thereon at the highest applicable rate allowed by law but
not  more than one percent (1%) per month or fraction thereof until paid. LESSOR
may  enter  upon  the  premises  where  the  Aircraft  is located for purpose of
inspection,  and may remove the Aircraft forthwith ("Aircraft Removal"), without
notice to LESSEE, if, in the reasonable opinion of LESSOR, the Aircraft is being
improperly  used  or  maintained.  In  the event of Aircraft Removal, this Lease
shall  terminate.

     a.  If  LESSEE  shall fail to make any Monthly Rental Payment or to pay any
other  amounts payable hereunder when the same are due and payable, or if LESSEE
should  default  in  the  performance  of any of the other terms, conditions, or
covenants  to  be performed by LESSEE hereunder, or if the insurance required to
be  maintained  hereunder  shall  expire or be canceled and LESSEE shall fall to
replace  such insurance, or if the Aircraft shall be misused or abandoned, or if
LESSEE  shall  become  insolvent,  commit any act of bankruptcy or if bankruptcy
proceedings  are  begun  by or against LESSEE, or if a receiver is appointed for
LESSEE,  or if for any reason LESSOR shall, in good faith, deem said Aircraft or
itself  insecure,  the  LESSOR,  at  its  option, and in addition to and without
prejudice to any other remedies, may take possession of and remove the Aircraft,
with  or  without  notice  to  LESSEE, and with or without legal proceedings and
LESSOR  may  thereupon  terminate  this  Lease.

     b.  Upon  such  termination  as  described above, LESSEE shall be liable to
LESSOR  and  shall  forthwith  pay  LESSOR,  the full amount of LESSOR's damages
caused  by  LESSEE's  default(s).  LESSEE  shall  also pay any and all costs and
expenses  incurred by LESSOR in the repossession of the Aircraft, including, but
not  limited  to,  court  costs  and  attorneys  fees, where allowed by law, and
transportation  and  storage  expenses,  plus  all reasonable costs and expenses
required  to  refurbish  or repair the Aircraft to bring it into compliance with
the  return  requirements  set forth in paragraph 11 hereof. In addition, LESSEE
shall  forthwith  pay  LESSOR  all other sums due under other provisions of this
Lease,  including, but not limited to, past due Monthly Rental Payments and late
payment  fees.

     12.  AGENT  FOR  SERVICE  OF  PROCESS.  For  the  purpose  of any action or
proceeding  taken in Florida, LESSEE shall, at all times during the term of this
Lease,  maintain  an agent for service of process in Florida. LESSEE agrees that
service  of  process  upon such agent shall be deemed in every respect effective
service of process. The foregoing shall not, however, limit the rights of LESSOR
to  serve  process  in  any  other  manner  permitted  by  law.

     13,  MISCELLANEOUS.  No  representation,  warranties, promises, guarantees,
covenants  or  agreements, oral or written, expressed or implied, have been made
by  either party with respect to this Lease or the Aircraft, except as expressly
provided  herein.  This Agreement is, and is intended to be, a Lease, and LESSEE
does not acquire any right, title or interest whatsoever, legal or equitable, in
the Aircraft except its interest as LESSEE hereunder as expressed herein. Though
LESSEE  herewith  acknowledges and agrees that its only interest in the Aircraft
is  that  of  a  LESSEE  hereunder and that it does not acquire any other right,
title or interest whatsoever, legal or equitable. In the Aircraft, LESSEE hereby
grants  LESSOR  a  lien  and  security  interest in all LESSEE's interest in the
Aircraft  of whatever nature or description that LESSEE may hereby or other wise
acquire,  legal  or  equitable,  and  in  all proceeds thereof, to secure all of
LESSEE'S  obligations  hereunder.  LESSOR  covenants  that  if  LESSEE is not in
default under this Lease as described herein, and if LESSOR is not in default of
any  promissory  note  or  security  agreement between LESSOR and its lender(s),
LESSEE  shall  peacefully  and quietly hold, possess and use the Aircraft during
the  entire  Lease  term,  free  from  and  interference  or  hindrance. Rentals
hereunder  shall  not  abate  during  the  term hereof because LESSEE'S right to
possession  is  solely  and  directly caused by LESSOR's default of a promissory
note  and/or  security agreement relating to the Aircraft between LESSOR and its
lender(s) and LESSEE is not in default of this Lease at the time of interruption
of  LESSEE's  right  of  possession.


a.  LESSEE  shall  at no time during this Lease for any purpose whatsoever be or
become  the agent of LESSOR, and LESSOR shall not be responsible for the acts or
omissions of LESSEE or LESSEE's agents. LESSOR's rights or remedies with respect
to  any  term  and condition of the Lease shall be cumulative and not exclusive,
and  shall  be  in  addition to all other rights and remedies in favor of LESSOR
under  any applicable law. If any provisions of this Lease are invalid or cannot
be  enforced for any reason, the remainder of this Lease will stay in full force
an effect. Any provisions of this Lease that are contrary to applicable law will
be  considered to be modified to the extent required to conform with the law, if
possible,  and  otherwise  omitted  from this Lease. LESSOR's failure to enforce
strictly  any  provisions  of  this  Lease  shall  not  be construed as a waiver
thereof.  All  notices shall be effective and binding on the parties hereto upon
actual  delivery  or  when  deposited  with a recognized international overnight
courier  service  ad  addressed  to  the respective addresses of the parties set
forth  in  this Lease. LESSOR may assign its rights under this Lease and when so
assigned,  this  Lease  shall  be  free  from  and  charges, claims, or defenses
whatsoever which LESSEE may have against LESSOR. All payments or other money due
hereunder shall be paid by LESSEE to such assignee without recoupment, setoff or
counterclaim,  either  in law or in equity. This Lease, which, together with the
referenced Annex, constitutes the entire agreement between the parties, shall be
binding  on  the  successors  and  assigns of LESSEE and inure to the benefit of
LESSOR's successors and assigns. Except as elsewhere herein provided, any change
or  modification  to  this  Lease  shall be in writing and signed by the parties
hereto.

     THIS  LEASE  SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF FLORIDA. FOR EVERYTHING RELATED TO THE INTERPRETATION OF, COMPLIANCE WITH, OR
JUDIIAL REQUEST FOR PAYMENT OR ENFORCEMENT OF THE OBLIGATIONS HEREIN UNDERTAKEN,
LESSOR AND LESSEE HEREBY IRREVOCABLY AND EXPRESSLY SUBMIT TO THE JURISDICTION OF
THE COMPETENT FLORIDA STATE AND FEDERAL CORTS. LESSEE EXPRESSLY WAIVES ANY OTHER
JURISDICTION TO WHICH IT MIGHT BE ENTITLED TO BY REASON OF ITS PRESENT OR FUTURE
DOMICILE OR FOR ANY OTHER REASON WHATSOEVER. NOTHING HEREIN SHALL PREVENT LESSOR
FROM  FILING  SUIT OR TAKING ANY OTHER ACTION WHATSOEVER IN THE COMPETENT COURTS
OF ANY STATE OR COUNTRY WHERE ALL OR PART OF THE AIRCRAFT IS LOCATED AT THE TIME
OF  COMMENCEMENT  OF ANY SUCH ACTION AND KLESSEE HEREBY IRREVOCABLY AND EPRESSLY
SUBMITS  TO  THE  JURISDICTION  OF  SAID  COURTS.

14.  NO LESSOR WARRANTIES; LIMITATION OF LIABILITY; LESSEE
        WAIVERS.

       A.  LESSEE IS LEASING THE AIRCRAFT "AS IS" AND WITH ALL
            FAULTS." LESSOR MAKES NO WARRANTIES WHATSOEVER
            (EXCEPT AS TO TITLE) CONCERNING THE AIRCRAFT, EXPRESS
            OR IMPLIED, THAT EXTEND BEYOND THOSE SET FORTH ON THE
            FACE OF THIS LEASE, WHETHER OR MERCHANTIABILITY,
            DESCRIPTION, DURABILITY, FITNESS FOR AR PARTICULAR USE
            OR PURPOSE OR OTHERWISE, ALL SUCH WARRANTIES BEING
            HEREBY EXPRESSLY DISCLAIMED, LESSOR  HAS NOT
            AUTHORIZED  ANY THIRD PARTY TO MAKE ANY
            REPRESENTATIONS, WARRANTIES, PROMISES, GUARANTEES,
            COVENANTS OR AGREEMENTS, ORAL OR WRITTEN,
            CONCERNING THE AIRCRAFT OR THIS LEASE ON LESSOR'S
            BEHALF, AND LESSEE ACKNOWLEDGES AND AGREES THAT NO
            SUCH THIRD PARTY IS THE AGENT OF LESSOR AND THAT
            LESSOR SHALL NOT BE BOUND BY ANY SUCH  PURPORTED
            REPRESENTATIONS, WARRANTIES, PROMISES, GUARANTEES,
            COVENANTS OR AGREEMENTS.  NOTHING IN THE  FOREGOING
            SUBPARAGRAPH  SHALL  OPERATE TO LIMIT ANY RIGHT
            LESSEE MAY HAVE AGAINST THE MANUFACTURER OF THE
            AIRCRAFT OR ANY PART THEREOF.

       B.  LESSOR SHALL HAVE NO LIABILITY TO LESSEE FOR ANY CLAIM,
            LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED,
            DIRECTLY OR INDRIECTLY, BY THE AIRCRAFT OR THE USE
            THEREOF, WHETHER SUCH DAMAGES OR ALLEDGED DAMAGES
            ARE GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL  OR
            OTHERWISE, WHETHER SUCH LIABILITY OR ALLEDGED
            LIABILITY ARISES OR IS ALLEDGED TO ARISE OUT OF ANY
            DESIGN, MANUFACTURING OR OTHER DEFECT, LATENT OR
            PATENT, IMPROPER MAINTENANCE, STRICT  LIABILITY,
            CRASHWORTHINESS, OR ANY OTHER STATUTORY OR COMMON
            LAW THEORY OF LIABILITY WHATSOEVER.

       C.  LESSEE EXPRESSLY ACKNOWLEDGES, REPRESNETS AND AGREES
            THAT IN NEGOTIATING AND AGREEING TO THE TERMS AND
            CONDITIONS OF THIS LEASE, IT HAS DEALT, AND HAS INTENDED
            TO DEAL,  EXCLUSIVELY WITH LESSOR AS THE ONLY
            CONTRACTING PARTY OTHER THAN LESSEE.  LESSEE  FURTHER
            EXPRESSLY ACKNOWLEDGES, REPRESENTS AND AGREES,
            HOWEVER, THAT IT HAS NOT SOUGHT OR RECEIVED ANY
            ADVICE OR RECOMMENDATION FROM LESSOR (OR RELIED UPON

     LESSOR IN ANY WAY WHATSOEVER) CONCERNING THE
            AIRWORTHINESS, CONDITION, MERCHANTABILITY OR
             SUITABILITY  OF THE AIRCRAFT FOR ANY PARTICULAR USE OR
             PURPOSE, OR IN CONNECTION WITH THE SELECTION,
             INSPECTION OR ACCEPTANCE OF THE AIRCRAFT FOR LEASE
             PURSUANT HERETO. IN CONSIDERATION  OF THIS LEASE, LESSEE
             COMPLEYELY WAIVES AND SURRENDERS THE RIGHT TO
             PURSUE OR TO INTERPOSE ANY CLAIM OR DEFENSE AGAINST
             LESSOR, IN LAW OR IN EQUITY (INCLUDING WITHOUT
             LIMITATION, ANY RIGHT  TO RECOUPMENT, SETOFF OR
             COUNTERCLAIM), BASED UPON THE AIRWORTHINESS,
             MERCHANTABILITY, CONDITION OR SUITABILITY OF THE
             AIRCRAFT FOR ANY PARTICULAR USE OR PURPOSE, OR UPON
             ALLEGATIONS THAT LESSOR IS SO CLOSELY OR INTIMATELY
             CONNECTED WITH THE THIRD PARTY WHATSOEVER, THAT
             LESSOR KNEW OR HAD REASON TO KNOW FACTS ABOUT THE
             AIRCRAFT (OR ABOUT LESSEE'S DEALINGS WITH SUCH THIRD
             PARTIES, OR ABOUT THEIR GENERAL BUSINESS PRACTICES)
             THAT WOULD SUPPORT A CLAIM, COUNTERCLAIM OR
             DEFENSE BY LESSEE AGAINST SUCH THIRD PARTIES.

        D.  EACH OF THE TERMS, CONDITONS, REPRESENTATIONS AND
             AGREEMENTS CONTAINED IN THIS PARAGRAPH HAS BEEN
             POINTED OUT TO LESSEE. THE PERSON SIGNING THIS LEASE
             ON BEHALF OF LESSEE HAS READ AND UNDERSTANDS THIS
             PARAGRAPH.

15.  TRUTH-IN-LEASING

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

         B.  LESSEE CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED
              AND INSPECTED UNDER PART 135 OF THE FEDERAL AVIATION
              REGULATIONS FOR OPERATIONS TO BE CONDUCTED UNDER
              THIS LEASE.  LESSEE UNDERSTAND THAT AN EXPLANATION OF
              FACTORS BEARING ON OPERATIONAL CONTROL AND
              PERTINENT FEDERAL AVATION REGULATLIONS CAN BE
              OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS
              DISTRICT OFFICE.




     IN  WITNESS  WHEREOF,  this  Lease  has  been  finally  executed  at  Fort
Lauderdale,  Florida as of the day and year first above written in quadruplicate
originals,  two  executed  copies  of  which were marked "copy" and delivered to
LESSEE,  the  receipt  of  which  is  hereby  acknowledged.



LESSOR:
LESSEE:
AIR CHARTERS, LLC                                       TWIN AIR CALYPSO
LIMITED, INC.

By:____________________________________            By:_______________________
      Kenneth W. Langston                             Clayton I. Gamber, Jr.