EXHIBIT 10.9

                        AIRCRAFT LEASE-PURCHASE AGREEMENT

         THIS  AIRCRAFT  LEASE-PURCHASE   AGREEMENT  ("Lease"  or  "Agreement"),
executed as of January 5, 2004 but made  effective  January 1, 2004  ("Effective
Date"), is between THUNDER AVIATION  ACQUISITIONS,  INC., a Delaware corporation
(hereafter "Lessor" or "Lessor/Seller"),  and EP AVIATION, INC. ("EP"), a Nevada
corporation (hereafter referred to as "Lessee" or "Lessee/Purchaser");

                                WITNESSETH THAT:

         WHEREAS,  Lessor is the registered  owner of a 2985 Cessna Citation III
aircraft,   Registration  Number  N650TA,   Serial  #650-0088   (hereafter  "the
Aircraft"), and

         WHEREAS,  Lessor and Lessee have entered into a Letter of Understanding
to Enter into Lease with Option to Purchase  Agreement  dated November 18, 2003,
and

         WHEREAS, Lessee desires to lease and subsequently purchase the Aircraft
under such terms and conditions as are mutually satisfactory to the parties.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto do hereby agree as follows:

         I.       RIGHT OF INSPECTION

         Lessee is  entitled to a due  diligence  period for  inspection  of the
aircraft,  its records and a test of all  systems.  The cost of such  inspection
shall be the  responsibility  of the Lessee and such inspection shall take place
at Premier Air Center, Inc. in Alton, IL (KALN) ("Inspection Location").  Lessee
shall be  responsible  for the cost of fuel,  oil and landing  fees  incurred in
transporting   the  Aircraft  from  Spirit  of  St.  Louis  (KSUS)   airport  in
Chesterfield,  Missouri to the Inspection Location. Lessee will accept or reject
the  aircraft  as a result of this  inspection  in writing to Lessor  within two
business days of  completion of  inspection.  If Lessee  reject  aircraft,  this
agreement  will be null  and  void  except  Lessee  obligation  to pay for  this
inspection and return Aircraft to Lessor's facility at KSUS.

         II.      DELIVERY

         Lessee shall accept delivery of the Aircraft at the Inspection Location
upon execution of this Agreement and payment of the first month's Base Rent (see
VIII, below).  Lessor warrants that the Aircraft shall be delivered equipped and
in the condition as inspected with a United States  Certificate of Airworthiness
and in  compliance  with  current  F.A.R.  135 aircraft  requirements,  with all
required  Maintenance,  Airworthiness  per the St.  Louis FSDO and  Thunder  Air
Charter,  Inc.'s  certificate.  More specially,  the Aircraft shall be delivered
with all loose  equipment  including  but not  limited to  airframe,  engine and
auxiliary power unit (if applicable);  log books continuous and complete; weight
and balance data; flight manual;  performance manuals;  maintenance records from
factory or manufacturer,  wiring diagrams;  various equipment operators manuals;
other  miscellaneous  documents and paperwork;  and covers and plugs, etc. which
are normally  considered  part of the loose  equipment  delivered with aircraft.
Directives and Mandatory  Service Bulletins (or equivalent) shall be complied to
date  of  delivery.   Mutually  agreed  to  airworthiness   discrepancies   from
Lessee/Purchaser's  acceptance  inspection shall be corrected at Lessor/Seller's
expense or satisfactory consideration made to Lessee/Purchaser.


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         III.     LEASE TERM

         Lessor  hereby  agrees to dry lease (i.e.  Lessee  responsible  for all
costs associated with operation of the Aircraft,  including, but not limited to,
fuel, maintenance, engine accruals, insurance) the Aircraft to Lessee and Lessee
hereby  agrees  to dry  lease  the  Aircraft  from  Lessor,  upon the  terms and
conditions set forth herein.

         This Lease shall commence on the Effective  Date hereof,  and terminate
on the date which is thirty six (36) months  after the  Effective  Date,  unless
sooner  terminated as set forth below.  The Lessee may elect to extend the lease
term for an  additional  six (6) month  period by giving  written  notice to the
Lessor at least sixty (60) days prior to the original  lease  termination  date.
The  Aircraft  will be  delivered to Lessee at Lessor's  expense  during  normal
business hours at Sarasota Bradenton International Airport (KSRQ) in the Unit B2
area on the Effective Date.

         Lessee will have, after completion of Section I above,  fully inspected
the Aircraft and  acknowledges  that it is in good condition and repair and that
Lessee is satisfied  with and has accepted  the Aircraft in such  condition  and
repair. If Lessee defaults in its purchase  obligation (upon the terms set forth
in Section XIX hereof) upon  termination  of the Lease,  then in addition to any
other  remedies  Lessor may have in law or in  equity,  Lessee  shall  cause the
Aircraft to be returned to Lessor, at Lessee's  expense,  during normal business
hours at the Spirit of St. Louis (SUS) airport, in Chesterfield,  Missouri, upon
termination  of this Lease in the same  condition as when  received,  except for
normal and  reasonable  wear and tear from ordinary use.  Lessor may inspect the
Aircraft prior to accepting its return by Lessee.  Upon delivery and upon return
of the Aircraft  pursuant to this Section III, an authorized  representative  of
the  receiving  party will  execute  and  deliver  to the other  party a receipt
evidencing such delivery or return and specifying the date and hour thereof.

         IV.      USE OF AIRCRAFT

         Lessee may utilize the Aircraft only for the  purposes,  and within the
geographical  limits,  set forth in the insurance policy or policies obtained in
compliance with this Agreement,  which at a minimum shall cover the operation of
the Aircraft within the territorial limits of the United States,  Canada, Mexico
and the Caribbean in the form and amounts set forth in Section XI below.  In the
event that Lessor desires to operate the Aircraft outside the territorial limits
of the Untied  States,  Canada,  Mexico and the  Caribbean,  Lessee  shall first
obtain the prior written consent of Lessor,  which Lessor shall grant or deny in
Lessor's reasonable  discretion.  IN seeking the consent of Lessor, which Lessor
shall grant or deny in Lessor's reasonable discretion. In seeking the consent of
Lessor for such use,  Lessee  shall  notify  Lessor in  writing  of the  planned
operation  of the  Aircraft  outside  of the  territorial  limits of the  United
States,  and Canada and shall provide Lessor written proof of insurance coverage
in the amounts and limits set forth herein for operation of the Aircraft in such
foreign  jurisdiction.  Furthermore,  Lessee  shall not utilize the  Aircraft in
violation  of any  foreign,  federal,  state,  territorial,  or  municipal  law,
regulation or order of any  government or  governmental  body or in violation of
any airworthiness, certificate, license or registration relating to the Aircraft
and  shall be  solely  responsible  for any  fines,  penalties,  or  forfeitures
occasioned by any  violation.  If such fines or penalties are imposed on Lessor,
and paid by Lessor,  Lessee shall reimburse Lessor for the amount thereof within
ten (10) days of receipt by Lessee of written  demand from  Lessor.  Lessee will
not direct the Aircraft to be based, and Lessor shall not permit the aircraft to
be based,  outside  the  territorial  limits of the  United  States of  America,
without the prior written  consent of Lessor.  Lessee will not take the Aircraft
into the  countries  prohibited by the U.S.  Department of Commerce  Regulations
without the  written  consent of Lessor.  Lessee  agrees to  indemnify  and hold
Lessor  harmless  from any  breach  of  Lessee's  warranties  set  forth in this
paragraph.

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         V.       MAINTENANCE

         during the term of this  Lease,  Lessee will  operate  the  Aircraft in
accordance with the Aircraft  manufacturer's  standard  operating  practices and
procedures  and  shall  also  operate  and  maintain  the  Aircraft  engines  in
accordance  with the  Honeywell  Maintenance  Service  Plan.  Lessee  shall also
maintain  the  Aircraft  and Engine Log books in  accordance  with the rules and
regulations  of the FAA and make  appropriate  entries as  required  in English.
These records shall be made available for examination by Lessor,  and Lessee, at
the end of the term of this  Agreement  shall deliver the records to Lessor,  if
Lessee defaults in its purchase obligation Hereunder.

         Lessee shall, at Lessee's expense, perform:

         (i) all  maintenance  and  procedures  required to remain in compliance
with the Cescom Maintenance  Monitoring  program,  and all other maintenance and
procedures  required  by  the  manufacturer's  recommended  maintenance  program
delineated in the Aircraft's  maintenance  manual or other  publication form the
manufacturer; and

         (ii) any other repairs, inspections and maintenance, as are required to
maintain the Aircraft,  its avionics,  and its engines in the same  condition as
when received from Lessor, normal and reasonable wear and tear from ordinary use
excepted,  including but not limited to any additional  work mandated by the FAA
during the term of this Lease.

         To the extent that Lessor pays for any such repairs for which Lessee is
responsible,  Lessee shall  reimburse  Lessor for such costs and expenses within
ten (10) days of receipt of an invoice from Lessor

         Lessee shall immediately  notify Lessor in writing of any damage to the
Aircraft or of any situation  arising with respect to the Aircraft or any of its
systems which  situation will require  unscheduled  repair or maintenance to the
Aircraft or any of its systems.

         Lessee agrees to permit  Lessor or an  authorized  agent to inspect the
Aircraft at any reasonable time and to furnish any information in respect to the
Aircraft and its use that Lessor may reasonably request.


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         Lessee agrees to keep Aircraft inside suitable hangar facilities at its
base location in Sarasota Bradenton International Airport (KSRQ).

         VI.      ALTERATIONS

         Lessee shall not have the right to alter,  modify, or make additions or
improvements  to the Aircraft  without the prior written  consent of the Lessor.
Any such alterations,  modifications, additions, or improvements permitted to be
made shall be paid for by the Lessee and shall become the property of the Lessor
if Lessee  defaults in its  obligation to purchase the Aircraft  pursuant to the
terms hereof, and shall be subject to all of the terms of this Agreement.

         VII.     SECURITY DEPOSIT

         Lessee shall pay a security deposit in the amount of sixty thousand
dollars ($60,000.00). Such security deposit shall be held in escrow at Aero
Records & Title Co., P. O. Box 19245, Oklahoma City, OK 73144, 3300 South
Lakeside Drive, Oklahoma City, Oklahoma 73179 (1-800-500-7457).

         VIII. LEASE RATE

         A. BASE MONTHLY  RATE. In  consideration  of the lease of the Aircraft,
Lessee  agrees to pay Lessor a base  monthly  rental  amount of Thirty  Thousand
Dollars ($30,000.00) per month ("Base Rent"). Upon the Effective Date (and prior
to the delivery of the Aircraft by the Lessor to the Lessee),  the first month's
payments of Base Rent shall be paid to Lessor.  Thereafter,  subsequent payments
of Base Rent shall be made each month  thereafter  during the term of this Lease
on the same day of the month as the  Effective  Date.  In the event any  monthly
payment is not received  within 5 business days of it's respective due date, the
Lessee  will be in default.  The Lessee will have ten days to cure the  default,
and in the event such default is not cured,  the Lessor may take  possession  of
the  Aircraft  from the Lessee and the deposit  shall be forfeited by the Lessee
and deemed earned by the Lessor.

         B. "MSP COST".  In addition to the payments of Base Rent,  Lessee shall
also pay to Lessor on a monthly  basis at the end of each month an amount  equal
to One Hundred  Thirty and 02/100's  Dollars  ($103.02) per  operating  hour per
engine during the preceding month (the "MSP Cost").  Such MSP Cost to be paid by
the Lessee is subject to price escalation beginning January 2004 as described in
Section B. of Exhibit A. to the  Maintenance  Service  Plan  Executive  Operator
Contract (the "MSP Contract")  dated November 8, 2003 between  Honeywell and the
Lessor.  IN the  event  the  Lessee  operates  the  Aircraft  for less  than 150
operating  hours in any given 12 (twelve)  month  period (as  measured  from the
Effective  Date),  the Lessee shall be  responsible  for the minimum MSP Service
Charge.  Such MSP Service Charge shall be calculated as 150 operating  hours per
engine (300  operating  hours  total)  multiplied  by the MSP Rate per engine in
effect at the time, less the monthly MSP Cost previously  remitted to the Lessee
during such period.  In the event the lessee elects the extend the lease for the
six (6) month  period,  such MSP  Service  Charge  will be based  upon  prorated
operating hours of 75 per engine (150 operating hours total).


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         IX. LEASE PAYMENTS

         All lease  payments  shall be paid to Lessor at the  address  set forth
below,  or to such other  person and at such other place as Lessor may form time
to time designate in writing.

         X. LEASE TAXES

         Lessee shall pay all sales tax on each monthly  lease payment when such
lease payment  becomes due.  Lessee shall deliver such amount  monthly to Lessor
for delivery to the  applicable  tax  collector.  Lessee claims that there is no
sales tax on leases in Florida and will hold Lessor harmless in that regard.

         XI. INSURANCE

         A.  during  the lease  term and any  extension  thereof,  Lessee  shall
maintain  All Risk  Hull  Insurance  including  ground,  taxiing  and  in-flight
coverage  (including  coverage  for war  risk) on the  Aircraft,  including  its
engines,  instruments and, accessories, in an amount not less than Three Million
Four Hundred Ten Thousand Dollars ($3,410,000) and subject to no deductible; and
Bodily  Injury,  Passenger  Liability and Property  Damage  Liability  insurance
(including  coverage  for war risk) in an amount  not less than  Thirty  Million
Dollars ($30,000,000.00). Such Hull Insurance shall contain a breach of warranty
provision  in  favor  of  Bank  of  America,   N.A.  (7800  Forsyth   Boulevard,
M01-076-06-10,  Clayton, MO 63015, Attention:  Mr. Thomas _____). Such insurance
policies  must be issued by an insurance  company  acceptable  to the Lessor and
must name the Lessor and Bank of America,  N.A. as Loss Payees.  Any policies of
insurance  carried in  accordance  with this  paragraph  shall  name  Lessor and
thunder Aviation,  N.A., Inc. as additional  insureds and shall provide that the
insurance  shall not be  invalidated  by any action or inaction of Lessee or its
agents,  and shall insure  Lessor  regardless  of any breach or violation of any
warranty,  declaration or condition  contained in such policies by Lessee or any
other  person  (other  than  Lessor),  and shall  further  provide  that no such
insurance  may be  cancelled  or shall  lapse  prior to thirty  (30) days  after
receipt by Lessor of written  notice by such  insurers of such  cancellation  or
lapse.  Lessee  agrees  to  indemnify  and  hold  Lessor  harmless  from any and
liability  and loss  arising  out of the use or  operation  of the  Aircraft  by
Lessee,  including  but not  limited  to the  complete  or  partial  loss of the
Aircraft or its  systems as a result of  confiscation  arising  from the illegal
operation or use of the Aircraft by Lessee, Lessee's agents, representatives and
invitees.

         B. Lessee  agrees as the actual user of the Aircraft to strictly  abide
by all the terms and  conditions  of the  policy or  policies  on its part to be
performed.  Lessee  agrees also not to use the leased  property  for any purpose
which is excluded or prohibited under such insurance policy or policies.

         C. In the event of  cancellation  of the  insurance  policy or policies
providing  coverage  outlined  in  paragraph  A of this  Section,  for any cause
whatsoever,  Lessee authorizes Lessor to provide a substituted  insurance policy
or policies  providing  the coverage as outlined in paragraph A of this Section.
Lessor shall adjust the Base Rent by the amount  attributable  to such insurance
premiums, and Lessee agrees to pay such increased Base Rent>


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<PAGE>

         D. Lessee also agrees that ALL pilots will be  qualified  per the terms
of the  insurance  contract  and to  provide  evidence  of  same as  Lessor  may
reasonably request.

         E. Lessee also agrees to provide copies of all insurance  documents and
pilot certificates to Lessor at such time as Lessor may reasonably request.

         F. A certificate  of insurance  listing all insurance in force shall be
delivered to the Lessor.

         XII. INSPECTION AND EXAMINATION

         Lessor and any insurance company or companies insuring or financing the
Aircraft ("Interested Parties") are given the right and privilege,  from time to
time,  to inspect  the leased  property,  and to examine  the books and  records
relating thereto,  on the premises of Lessee,  or wherever  located,  if, in the
sole judgment of the Interested Parties, the inspection is deemed necessary.

         XIII.    TOTAL DESTRUCTION OF AIRCRAFT

         In the event of the total  destruction or loss of the Aircraft,  Lessee
shall pay to Lessor an amount  equal to the  greater  of a) Three  Million  Four
Hundred Ten Thousand Dollars  ($3,410,000.0)  or b) the fair market value of the
Aircraft at the time of total  destruction or loss,  less any amount received by
Lessor from any All Risk Hull insurance on the Aircraft; the lease term created,
or any renewal or extension of it, shall be terminated immediately.

         XIV.     DEFAULT

         Each of the following  events shall constitute a default on the part of
the Lessee  hereunder:  failure of the Lessee to pay any  installment of rent or
other  required  payment  within five (5)  business  days after the date due; an
unauthorized assignment,  sublease, or other violation of Section XV; any breach
or failure of the  Lessee to  observe  or perform  any of its other  obligations
hereunder and the  continuance of such default for ten (10) days after notice in
writing  to the Lessee of the  existence  of such  default;  the  insolvency  or
bankruptcy of the Lessee or the making by the Lessee of any  assignment  for the
benefit of creditors,  a trustee or receiver  being  appointed for the lessee or
for a substantial part of its property; the institution by or against the Lessee
of bankruptcy,  reorganization,  or insolvency  proceedings;  or the filing of a
Federal  tax lien  against  the Lessee or any of its  properties  or against the
Aircraft.  Upon the  occurrence of any such default and upon written  request by
Lessor this Lease shall  terminate,  the security  deposit shall be forfeited by
the  Lessee  and  deemed  fully  earned by the  Lessor,  the  Aircraft  shall be
surrendered to the Lessor,  and at Lessor's option the provisions of Section XIX
hereof  regarding  sale and  purchase  of the  Aircraft  shall be void and of no
further  force or effect.  The Lessor may hold,  use,  sell,  lease or otherwise
dispose of the Aircraft or keep it idle as the Lessor chooses, without affecting
the  obligations  of the Lessee as  provided  in this  Agreement  including  the
monthly lease  payments.  IF the Lessee fails to deliver the Aircraft as provide
din this paragraph or converts or destroys the Aircraft, the Lessor may hold the
Lessee liable for a sum equal to the fair market value of the Aircraft, less any
insurance  proceeds  received by Lessor, in addition to all of the rent due. The
foregoing  rights and remedies  shall, be cumulative and not exclusive and shall
be in  addition  to and not in  limitation  of any  other  rights  and  remedies
available to Lessor at law or in equity.  Lessor's  waiver of any default on the
part of Lessee shall not constitute a waiver of subsequent defaults.


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         XV. NON-ASSIGNABILITY

         Lessee shall not assign this  Agreement or any interest in the Aircraft
without the prior  written  consent of Lessor  except that Lessee may assign its
rights and obligations  under this Agreement o a controlled  affiliated  entity.
Subject  to the  foregoing,  this  Agreement  inures to the  benefit  of, and is
binding on the  heirs,  legal  representatives,  successor,  and  assigns of the
parties.

         XVI. OPERATING EXPENSES

         Except as otherwise  expressly provided herein,  Lessee shall be solely
responsible for all cost and expense incurred in the use, storage, and operation
of the  Aircraft.  For  purposes of  clarification  and not  limitation,  Lessee
acknowledges  and agrees that Lessee shall be solely  responsible  for all fuel,
crew costs,  crew training,  hangar,  local,  state,  and federal taxes and fees
incurred  with respect to the operation of the Aircraft and Lessor shall have no
responsibility  for such cost and  expenses  whatsoever.  Any and all  operating
expenses (fuel, oil, oxygen, hydraulic fluids, etc.), by reason of this Lease or
the possession,  use or operation of the Aircraft by the Lessee pursuant hereto,
shall be paid by Lessee, or, if paid by Lessor, shall be reimbursed to Lessor by
Lessee in  addition  to the Lease  Rate.  The  monthly  Lease  Rate set forth in
Paragraph VIII is exclusive of the Sales/Use Tax which may be applicable to this
transaction.

         XVII. INSURANCE

         It is  understood  that  throughout  the  term  of the  lease  and  any
extension thereof,  title to the Aircraft shall remain with the Lessor and shall
bear United States registration markings. Lessee has no right to consent to, and
agrees that it will not permit, any lien, claim or encumbrance of any kind to be
asserted  against  the  Aircraft  during  the term of the lease and that it will
return the  Aircraft to Lessor free and clear of any such liens,  claims  and/or
encumbrances.  Any  liens  imposed  in  violation  of this  paragraph  shall  be
discharged  by the  Lessee at the  Lessee's  sole cost and  expense,  and Lessee
agrees to indemnify and save Lessor harmless against any such lien or liens.

         Bank of America,  N.A. must take a collateral assignment of this Lease,
and accordingly, both the Lessor and Lessee must provide signed, undated FA lien
releases to Bank of America, N.A.

         XVIII. ACCIDENT AND CLAIM

         Lessee shall immediately  notify Lessor of each accident  involving the
Aircraft,  which  notification  shall specify the time,  place, and nature o the
accident  or  damage,  the names and  addresses  of  parties  involved,  persons
injured, witnesses, and owners of properties damaged and such other information,
as may be known.  Lessee  shall  advise  Lessor al all  correspondence,  papers,
notices, and documents received by Lessee in connection with any claim or demand
involving  or relating to the  Aircraft or its  operation,  and shall aid in any
investigation  institute  by Lessor and in the  recovery  of damages  from third
persons liable therefore.

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         XIX. PURCHASE OBLIGATION

         ON that date which is thirty six (36)  months (or forty two (42) months
if the  Lessee  elects the six (6) month  extension)  after the  Effective  Date
(referred to in this Section XIX as the  "Closing  Date"),  Lessee shall have an
option  to  purchase  the  Aircraft  upon the  price and terms set forth in this
Section XIX.

         A. The purchase  price for the  Aircraft  shall be  determined  as fair
market value per registered  appraiser  mutually agreeable to Lessor and Lessee.
The Purchase Price shall be subject tot adjustment as follows:

         1. The  Purchase  Price shall be increased by all amounts due to Lessor
from Lessee under the terms of the Lease which  remain  unpaid as of the Closing
Date,  including,  but not limited to, Base Rent,  MSP Cost, and Interest due on
any delinquent payments.

         2. The  Purchase  Price  shall be reduced by the value  assigned to any
capital improvements (i.e. refurbishing and/or refixturing) made to the Aircraft
and paid for by the  Lessee.  Such value  shall be  mutually  agreed upon by the
Lessor/Seller  and  Lessee/Purchaser  prior to such capital  improvements  being
made. In addition,  such  deductions  to the purchase  price shall be reduced by
depreciation  charged against the capital  improvements  for the period form the
date the capital  improvement  is made  through the date of the  purchase by the
Lessee/Purchaser.

         3. The  Purchase  Price shall be  increased  by an amount  equal to the
Transfer Fee  calculated in accordance  with Exhibit A to the MSP Contract.  The
Lessee/Purchaser  shall be responsible for any other costs necessary to transfer
the MSP contract from the Lessor to the Lessee with the exception of any amounts
due and owed by the  Lessor  to  Honeywell  up until the date of the sale of the
Aircraft to the  Lessee/Purchaser.  The MSP contract shall be transferred to the
Lessee upon the purchase of the  Aircraft,  but subject to Section  IV.B. of the
MSP Contract.

         The Purchase  Price shall be paid in full in cash or the  equivalent at
Closing.

         B. Closing on the purchase and sale of the Aircraft  ("Closing")  shall
occur on the Closing Date. Closing will occur by and through the escrow services
of Aero Records & Title Co., P.O. Box 19245, Oklahoma City, OK 73444, 3300 South
Lakeside  Drive,  Oklahoma City,  Oklahoma 73179  (1-800-500-7457).  At Closing,
Lessor shall tender all necessary documents to pass good and marketable title to
the  Aircraft to the Lessee,  in  exchange  for payment in full of the  Purchase
Price in cash or the equivalent. Lessor warrants that it has good and marketable
title to the  Aircraft  and that said title will be  transferred  to Lessee upon
Closing free and clear of any liens, claims,  charges or encumbrances.  Delivery
of the aircraft shall occur  contemporaneously  with Closing at such location as
is mutually agree to by the parties  outside the State of Florida.  Lessee shall
be responsible for payment of all sales or transfer taxes, if any, due by reason
of the purchase and sale transaction.

         C. LESSOR MAKES NO WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESSED OR
IMPLIED WITH RESPECT TO THE AIRCRAFT.  LESSEE AGREES TO ACCEPT THE AIRCRAFT WITH
ALL  FAULTS,  "AS IS",  "WHERE  IS" AND  ACKNOWLEDGES  THAT  LESSOR  HAS MADE NO
WARRANTIES OF ANY KIND WHATSOEVER.  FURTHER,  LESSEE ACKNOWLEDGES THAT LESSOR IS
NOT THE  MANUFACTURER,  NOR HAS LESSOR BEEN SOLE OWNER OF THE AIRCRAFT SINCE ITS
MANUFACTURE.  LESSOR MAKES NO WARRANTIES WHATSOEVER, EITHER EXPRESSED OR IMPLIED
WITH REGARD TO THE AIRCRAFT,  ENGINE,  AVIONICS,  ENVIRONMENTAL SYSTEMS, NOR ANY
OTHER  SYSTEMS,  PARTS,  MATERIALS,  ACCESSORIES,  INCLUDING  BUT NOT LIMITED TO
LOGBOOKS, AIRCRAFT RECORDS,  AIRWORTHINESS,  FITNESS FOR A PARTICULAR PURPOSE OR
MERCHANTABILITY OR ANY OTHER ASPECT RELATED TO THE AIRCRAFT.


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         D. At Closing upon  delivery of the  Aircraft,  lessee shall  execute a
receipt for said Aircraft.

         E.  Upon  Closing,  Lessee  and  Lessor  shall  complete  and  file all
documents  necessary to evidence the sale  contemplated  herein with the Federal
Aviation  Administration  and any other federal,  state,  or local  governmental
agencies with which filing is required.

         F.  Lessor's  liability  for failure to deliver the Aircraft at Closing
shall be to an action for  specific  performance.  In no event  shall  Lessor be
liable for any consequential or special damages.

         G. Lessee and Lessor agree to indemnify and to hold each other harmless
from any and all damages including reasonable  attorneys' fees or commissions or
fees which may be incurred  pursuant to or by reason of the acts of the other in
engaging or dealing with a broker.  The  obligations  of Lessee and Lessor under
this paragraph G shall survive the Closing.

         H. Lessee shall pay all sales tax on the Purchase Price of the Aircraft
or shall  provide  Lessor with a valid sales tax exemption  certificate.  If the
transaction is subject to sales tax,  Lessee shall deliver such amount to Lessor
for delivery to the applicable tax collector.

         XX. NOTICES

         All notices required under the terms and provisions  hereof shall be in
writing and any such notice shall become  effective when deposited in the United
States mail, with certified  return receipt postage for ordinary mail,  prepaid,
addressed (i) if to Lessor at:

                        Attn: Steven R. Wendling
                        Thunder Aviation Acquisitions, Inc.
                        639 North Bell Avenue
                        Chesterfield, Missouri  63005

or at such address as Lessor shall from time to time designate in writing to
Lessee, (ii) if to Lessee, at :

                        Attn: Michele Mathis
                        EP Aviation, Inc.
                        8191 N. Tamiami Trail - B2
                        Sarasota, Florida  34243


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<PAGE>

or at such other address as Lessee shall form time to time  designate in writing
to Lessor.

         XXI.     ATTORNEYS' FEES

         The prevailing party shall recover its reasonable expenses, court costs
and reasonable  attorneys' fees in any litigation arising out of this Agreement,
including any appellate proceeding.

         XXII.    MISCELLANEOUS

         Lessee  agrees to pay  Lessor  interest  (to the  extent  permitted  by
applicable  law) at the rate of twelve  percent  (12%) per annum on all sums not
paid by the Lessee to Lessor  when due and owing  under the  provisions  of this
Agreement form the date of such  delinquency  until paid. No party hereto shall,
by act, delay, omission or otherwise, be deemed to have waived any of its rights
or remedies hereunder,  unless such waiver is in writing. Time is of the essence
of this Agreement.

         XXIII.   COUNTERPARTS; CONSTRUCTION

         This Agreement shall be construed  fairly, in accordance with the plain
meaning of its terms,  and there  shall be no  presumption  or  inference  drawn
against the party drafting this Agreement in interpreting the provisions hereof.
This  document  may be executed in one or more  separate  counterparts,  each of
which when so  executed,  shall be deemed to be an original.  Such  counterparts
shall, together, constitute and shall be one and the same instrument.

         XXIV.    APPLICABLE LAW; VENUE

         The laws of the  State of  Missouri  shall  govern  any and all  claims
arising under this  Agreement.  Venue of any action arising  hereunder or in any
manner related to this Agreement may lie at Lessor's option in St. Louis County,
Missouri.

         XXV.     FILING

         Lessor  shall  file the  execute  lease with the FAA  immediately  upon
Lessor's execution of the lease. A copy will be maintained on board the Aircraft
during the entire term of the Lease.

         XXVI.    FAA REQUIRED STATEMENT

         In compliance with Federal Aviation  Administration  Regulation Section
91.23 (14 CFR 91.23) the parties,  in addition to all prior  provisions,  hereby
agree as follows:

         A. LESSOR  CERTIFIES THAT TO THE BEST OF ITS KNOWLEDGE AND BELIEF,  ALL
REQUIRED  INSPECTIONS  UNDER PART 135 OF THE FEDERAL  AVIATION  REGULATIONS HAVE
BEEN COMPLETED WITHIN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THIS
LEASE AND LESSOR AND LESSEE  CERTIFY THAT  OPERATIONS  OF TIME  AIRCRAFT WILL BE
CONDUCTED  DURING  THE TERM OF THE  LEASE  IN  COMPLIANCE  WITH  THE  APPLICABLE
MAINTENANCE  AND INSPECTION  REQUIREMENTS  CONTAINED IN PART  (ILLEGIBLE) OF THE
FEDERAL AVIATION ADMINISTRATION'S REGULATIONS.


                                       10
<PAGE>

         B. LESSEE,  WHOSE NAME AND ADDRESS IS AS STATED HEREINABOVE,  CERTIFIES
THAT IT WILL BE RESPONSIBLE FOR THE  OPERATIONAL  CONTROL OF THE AIRCRAFT DURING
THE ENTIRE  LEASE  TERM AND ANY  EXTENSION  THEREOF,  AND  ACKNOWLEDGES  THAT IT
UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION
ADMINISTRATION REGULATIONS.

         C.  LESSEE  ACKNOWLEDGES  THAT AN  EXPLANATION  OF  FACTORS  BEARING ON
OPERATIONAL  CONTROL AND PERTINENT FEDERAL AVIATION  ADMINISTRATION  REGULATIONS
CAN BE OBTAINED FROM THE NEAREST AVIATION DISTRICT OR AIR CARRIER OFFICE.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by the respective  offices thereunto
duly authorized at the day and year first written above.

                                THUNDER AVIATION ACQUISITIONS, INC.

                                a Delaware corporation

                                By:      /S/ [SIGNATURE ILLEGIBLE]

                                Name:    /S/ [SIGNATURE ILLEGIBLE]

                                Title:   /S/ PRESIDENT/COO

                                EP AVIATION, INC.,
                                a Nevada corporation

                                By:      /S/ MICHELLE MATHIS
                                         ----------------------------------
                                Name:    MICHELLE MATHIS
                                         ----------------------------------
                                Title:   VICE PRESIDENT
                                         ----------------------------------

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