LEASE AGREEMENT

     This lease agreement made and entered into on the thirty first day of
January, 2003, by and between Alpine Aviation, Inc., d/b/a/ as Alpine Air,
hereinafter referred to as "Lessee", and Mallette Family, LLC hereinafter
referred to as "Lessor".  Lessor agrees to lease to Lessee and Lessee agrees
to lease from Lessor, subject to the terms and conditions and for the
consideration herein set out, the following described aircraft:  (See Attached
Schedule).


                        Article I  - Term

     The term of this lease shall be for a period of at least Thirty (30) days
commencing on January 31, 2003 and ending with a 30 day notice.

                       Article II  -  Rent

     In consideration for the lease of said aircraft, Lessee shall pay Lessor
rental according to the attached schedule.  This amount payable at the offices
of the Lessor, or at the office of the Assignee of the Lessor as hereinafter
provided, on the fifth day of each month .  In the event such payments are not
received on the due date, a service charge in the amount of one percent (1%)
of the rental payment shall be added to payment owed, for each day said
payment is late.  A security deposit totaling $45,000.00 for each Beech 1900
models and a security deposit totaling $25,000.00 for each C-99, must be paid
in lieu of January, 2003 fixed monthly payments . All payments are to be made
in arrears. All previous deposits classified as "last month lease deposit"
shall now become and be classified as a "security deposit". The security
deposit shall be refunded in full upon the return of the aircraft, provided it
is returned with a fresh inspection and "squawk free", normal wear and tear
excepted.


               Article III  -  Delivery and Return

     The aircraft will be delivered to Lessee at Provo, Utah, and shall be
returned to Lessor at Provo, Utah on the date set for termination of this
lease agreement as specified in Article I.  All expenses of delivery and
return will be borne by Lessee.
                                1
<PAGE>

                  Article IV - Base of Aircraft

     Lessor and Lessee agree that the aircraft shall be permanently based at
Provo, Utah.  Lessee shall not make any change to the permanent base without
notifying Lessor in writing.


                Article V - Condition of Aircraft

     Acceptance and delivery of the aircraft by Lessee in the time and manner
herein provided, acknowledges by Lessee that said aircraft is fit for use and
is in good, safe, serviceable and airworthy condition.  Lessee agrees that
upon termination of this lease it will return said aircraft to Lessor in the
same and as good of condition as when received from Lessor, normal wear and
tear excepted.  In the event Lessee does not return the aircraft in such
condition, Lessor may make necessary repairs to restore the aircraft to such
condition and Lessee agrees to reimburse Lessor for any expense involved for
such restoration.


                    Article VI - Title and Use

     1.   Title to the aircraft remains with the Lessor and the aircraft
          shall remain under U.S. Registry.  Lessor warrants that it is the
          absolute owner of the aircraft and that it has full right to lease
          the aircraft to Lessee.

     2.   Lessee shall have complete use of the aircraft, restricted,
          however, to the ordinary purposes of Lessee's business and
          pleasure.  Lessee will not use, operate, maintain or store the
          aircraft improperly, carelessly, or in violation of this agreement
          or of any applicable law or regulation, Federal or State, or any
          instructions furnished therefore by Lessor.  Furthermore, Lessee
          shall not operate the aircraft in any manner which would contravene
          the uses and purposes stipulated in the insurance policies
          discussed in Article IX.  Nothing herein shall authorize Lessee or
          any other person to operate the aircraft or to incur any liability
          of obligation on behalf of Lessor.
                                2
<PAGE>

             Article VII - Maintenance and Operation

     Lessee is the operator of this aircraft and is responsible for the
following:

          1.   Fuel and oil
          2.   All associated normal maintenance
          3.   Crew, salaries, expenses and employee benefits
          4.   Landing fees, customs, etc.
          5.   Hangar rent
          6.   Ferry flights necessary for maintenance
          7.   Insurance

     In addition to the foregoing,  Lessee agrees at all times to keep the
aircraft in a fully operative condition and completely airworthy; and further
to keep said aircraft in mechanical condition adequate to comply with
regulations set forth by the Federal Aviation Administration and any other
regulations as set forth by any Federal, State or Local governing body,
domestic or foreign, having the power to regulate or supervise the aircraft or
the maintenance, use or operation thereof.   Lessor shall have the right at
all reasonable times to inspect the aircraft for purposes of ascertaining
compliance with this article.


           Article VIII - Engine Reserves/Replacements

     Lessor hereby agrees to replace,  exchange, or repair engines their
components and propellers solely at its expense, during the term of this
lease.  Lessee estimates annual usage to be approximately 1,000 hours per
annum.


                      Article IX - Insurance

     1.   Lessee shall secure and maintain in effect throughout the term of
          the lease, insurance policies naming Lessor, and its principal,
          additional named insured, covering said aircraft as follows:

          A.   Full hull coverage, including all risks, payable to Mallette
               Family LLC both in flight and not in flight, in the amount
               specified in Attachment #1.  In the event that any claims are
               necessitated, Lessee agrees to pay the deductible amount as
               provided in such policy.

          B.   Liability insurance in the amount of at least $5,000,000
               covering, in a single limit, bodily injury and property
               damage including passenger(s).
                                3
<PAGE>

          C.   Lessee will furnish Lessor  with a "Lessee's breach of
               warranty form" in favor of Lessor and its lender, if any.

          D.   Lessee will provide workmen's compensation on any member of
               the crew, if applicable.

2.        In the event of loss or damage to the aircraft, Lessee shall
     immediately report such loss or damage to Lessor, to the insurance
     companies underwriting such risk, and to any and all applicable
     governmental agencies, both Federal and State, and shall furnish such
     information and execute such documents as may be required and necessary
     to collect the proceeds from the insurance policies.  In this event, the
     rights, liabilities and obligations of the parties hereto shall be as
     follows:

          A.   In the event that the aircraft is lost or damaged beyond
               repair, the proceeds of the insurance policy or policies
               shall by payable to Lessor.

          B.   In the event that the aircraft is partially damaged, Lessee
               shall, at its cost and expense, fully repair the aircraft in
               order that the aircraft shall be placed in as good as, or the
               same condition as it was prior to the damage.  Lessor shall
               have the right to approve all repairs made by Lessee.

     3.   If said aircraft is damaged, the terms of this agreement shall
          suspend for a period not to exceed 180 days total for this lease,
          or until aircraft is placed back into service, whichever occurs
          first.


                       Article X - Default

     The following events shall constitute default hereunder:

     1.   Lessee shall fail to make any payment of rent when due and such
          failure shall continue unremedied for a period of ten (10) days
          after written notice thereof by Lessor; or

     2.   Lessee shall fail to perform or observe any other covenant,
          condition or agreement to be performed or observed by it hereunder,
          and such failure shall continue unremedied for a period of ten (10)
          days after written notice thereof by Lessor; or

     3.   Any representation or warranty made by Lessee herein or in any
          document or certificate furnished by Lessee in connection herewith
          shall prove to have been false in any material respect when made or
          furnished.
                                4
<PAGE>
                       Article XI - Pilots

     Lessee agrees that the aircraft will at all times during the term of this
lease be operated by safe, careful and duly qualified pilots employed and paid
or contracted for by Lessee.  Lessee warrants that each of the pilots who will
operate the aircraft shall be properly trained and duly qualified and whose
licenses are in good standing and who meet the requirements established and
specified by the insurance policies attached hereto.


                      Article XII - Notices

     All notices provided for herein shall be submitted in writing and sent by
certified mail, addressed to the party to be served at the addresses set forth
below, or to such other address as may be designated by such party in a
written notice to the other party.

Lessor's Address:                  Lessee's Address:
Mallette Family LLC                Alpine Aviation, Inc. d/b/a, Alpine Air
1177 Alpine Air Way                1177 Alpine Air Way
Provo, Utah 84601                  Provo, Utah 84601

                     Article XIII - Remedies

     Upon the occurrence of any event of default and at any time thereafter,
so long as the same shall be continuing, Lessor may, at its option, declare
this agreement to be in default and at any time thereafter, so long as Lessee
shall not have remedied to all outstanding defaults, have and exercise all
remedies at law and in equity, including without limitation to the following:

     1.   Declare the entire amount of rent hereunder immediately due and
          payable without notice or demand to Lessee.

     2.   Recover from the Lessee an amount equal to the unpaid balance due
          and to become due during the term of this agreement.

              Article XIV - Lessor's Right to Assign

     It is understood that Lessor contemplates assigning this lease and that
such assignee may also assign this lease.  All rights of Lessor shall be
succeeded to by the Assignee or Assignees under any such assignment and said
Assignee's title to this lease, to rental herein provided, shall be free from
all defense, set offs and counterclaims to which Lessee may be entitled to
assess against Lessor; it being understood and agreed that any such Assignee
does not assume any obligations of Lessor, and  that the Lessee may separately
claim against Lessor any matters which Lessee may be entitled to assert
against Lessor.
                                5
<PAGE>

                  Article XV - Truth in Leasing

     The undersigned Lessee certifies that it is responsible for operational
control of the aircraft during the terms of this lease and that it understands
its responsibilities for compliance with applicable Federal Aviation
Administration regulations.

                       Article XVI - Taxes

     During the term of this agreement, Lessee shall be responsible for all
taxes including, but not limited to sales taxes and central assessment taxes.

                   Article XVII  - Modification

     This agreement may be modified only by a written instrument executed by
both parties hereto.

                 Article XVIII  - Binding Effect

     This agreement shall be binding upon the parties hereto, their
successors, assigns and legal representatives.

                 Article XIX  - Entire Agreement

     The terms and conditions of this agreement constitute the entire
agreement and supersede all previous negotiations, representations and
agreements between the parties, whether written or oral.

                   Article XX  - Applicable Law

     This agreement shall be construed and performance shall be governed under
the laws of the State of Utah.


          January 31, 2003         Alpine Aviation, Inc. d/b/a, Alpine Air
          ----------------                    Lessee
                Dated

                                   By:/s/Bill Distefano
          ----------------            ------------------------------------
              Witness                 Bill Distefano, President

                                      Mallette Family, LLC

                                      Lessor

                                   By:/s/Eugene R. Mallette
                                      ------------------------------------
                                        Eugene R.  Mallette, President
                                6
<PAGE>
------=_NextPart_000_003A_01C2D348.1F433740
Content-Type: text/plain;
     name="Lease CLB 1.31.03.txt"
Content-Transfer-Encoding: 7bit
Content-Disposition: attachment;
     filename="Lease CLB 1.31.03.txt"







                         LEASE AGREEMENT

     This lease agreement made and entered into on the thirty first day of
January, 2003,by and between Alpine Aviation, Inc., d/b/a/ as Alpine Air,
hereinafter referred to as "Lessee", and CLB Corporation hereinafter referred
to as "Lessor".  Lessor agrees to lease to Lessee and Lessee agrees to lease
from Lessor, subject to the terms and conditions and for the consideration
herein set out, the following described aircraft:  (See Attached Schedule).


                        Article I  - Term

     The term of this lease shall be for a period of at least Thirty (30) days
commencing on January 31,2003 and ending with a 30 day notice.

                       Article II  -  Rent

     In consideration for the lease of said aircraft, Lessee shall pay
Lessor rental according to the attached schedule.  This amount payable at the
offices of the Lessor, or at the office of the Assignee of the Lessor as
hereinafter provided, on the fifth day of each month .  In the event such
payments are not received on the due date, a service charge in the amount of
one percent (1%) of the rental payment shall be added to payment owed, for
each day said payment is late.  A security deposit totaling $23,000.00 for
each B-99 and a security deposit totaling $25,000.00 for each
C-99, must be paid in lieu of January, 2003 fixed monthly payments. All
payments are to be made in arrears. All previous deposits classified as "last
month lease deposit" shall now become and be classified as a "security
deposit". The security deposit shall be refunded in full upon the return of
the aircraft, provided it is returned with a fresh inspection and "squawk
free", normal wear and tear excepted.


               Article III  -  Delivery and Return

     The aircraft will be delivered to Lessee at Provo, Utah, and shall be
returned to Lessor at Provo, Utah on the date set for termination of this
lease agreement as specified in Article I.  All expenses of delivery and
return will be borne by Lessee.
                                1
<PAGE>

                  Article IV - Base of Aircraft

     Lessor and Lessee agree that the aircraft shall be permanently based at
Provo, Utah.  Lessee shall not make any change to the permanent base without
notifying Lessor in writing.


                Article V - Condition of Aircraft

     Acceptance and delivery of the aircraft by Lessee in the time and
manner herein provided, acknowledges by Lessee that said aircraft is fit for
use and is in good, safe, serviceable and airworthy condition.  Lessee agrees
that upon termination of this lease it will return said aircraft to Lessor in
the same and as good of condition as when received from Lessor, normal wear
and tear excepted.  In the event Lessee does not return the aircraft in such
condition,  Lessor may make necessary repairs to restore the aircraft to such
condition and Lessee agrees to reimburse Lessor for any expense involved for
such restoration.


                    Article VI - Title and Use

     1.   Title to the aircraft remains with the Lessor and the aircraft
          shall remain under U.S. Registry.  Lessor warrants that it is the
          absolute owner of the aircraft and that it has full right to
          lease the aircraft to Lessee.

     2.   Lessee shall have complete use of the aircraft, restricted,
          however, to the ordinary purposes of Lessee's business and
          pleasure.  Lessee will not use, operate, maintain or store the
          aircraft improperly, carelessly, or in violation of this
          agreement or of any applicable law or regulation, Federal or
          State, or any instructions furnished therefore by Lessor.
          Furthermore, Lessee shall not operate the aircraft in any manner
          which would contravene  the uses and purposes stipulated in the
          insurance policies discussed in Article IX.  Nothing herein shall
          authorize Lessee or any other person to operate the aircraft or
          to incur any liability of obligation on behalf of Lessor.
                                2
<PAGE>

             Article VII - Maintenance and Operation

     Lessee is the operator of this aircraft and is responsible for the
following:

          1.   Fuel and oil
          2.   All associated normal maintenance
          3.   Crew, salaries, expenses and employee benefits
          4.   Landing fees, customs, etc.
          5.   Hangar rent
          6.   Ferry flights necessary for maintenance
          7.   Insurance

     In addition to the foregoing,  Lessee agrees at all times to keep the
aircraft in a fully operative condition and completely airworthy; and further
to keep said aircraft in mechanical condition adequate to comply with
regulations set forth by the Federal Aviation Administration and any other
regulations as set forth by any Federal, State or Local governing body,
domestic or foreign, having the power to regulate or supervise the aircraft
or  the maintenance, use or operation thereof.   Lessor shall have the right
at all reasonable times to inspect the aircraft for purposes of ascertaining
compliance with this article.


           Article VIII - Engine Reserves/Replacements

     Lessor hereby agrees to replace,  exchange, or repair engines their
components and propellers solely at its expense, during the term of this
lease.  Lessee estimates annual usage to be approximately 1,000 hours per
annum.


                      Article IX - Insurance

     1.   Lessee shall secure and maintain in effect throughout the term of
          the lease, insurance policies naming Lessor, and its principal,
          additional named insured, covering said aircraft as follows:

          A.   Full hull coverage, including all risks, payable to CLB
               Corporation both in flight and not in flight, in the amount
               specified in Attachment #1.  In the event that any claims
               are necessitated, Lessee agrees to pay the deductible
               amount as provided in such policy.

          B.   Liability insurance in the amount of at least $5,000,000
               covering, in a single limit, bodily injury and property
               damage including passenger(s).
                                3
<PAGE>

          C.   Lessee will furnish Lessor  with a "Lessee's breach of
               warranty form" in favor of Lessor and its lender, if any.

          D.   Lessee will provide workmen's compensation on any member of
               the crew, if applicable.

2.        In the event of loss or damage to the aircraft, Lessee shall
     immediately report such loss or damage to Lessor, to the insurance
     companies underwriting such risk, and to any and all applicable
     governmental agencies, both Federal and State, and shall furnish such
     information and execute such documents as may be required and necessary
     to collect the proceeds from the insurance policies.  In this event,
     the rights, liabilities and obligations of the parties hereto shall be
     as follows:

          A.   In the event that the aircraft is lost or damaged beyond
               repair, the proceeds of the insurance policy or policies
               shall by payable to Lessor.

          B.   In the event that the aircraft is partially damaged, Lessee
               shall, at its cost and expense, fully repair the aircraft
               in order that the aircraft shall be placed in as good as,
               or the same condition as it was prior to the damage.
               Lessor shall have the right to approve all repairs made by
               Lessee.

     3.   If said aircraft is damaged, the terms of this agreement shall
          suspend for a period not to exceed 180 days total for this lease,
          or until aircraft is placed back into service, whichever occurs
          first.


                       Article X - Default

     The following events shall constitute default hereunder:

     1.   Lessee shall fail to make any payment of rent when due and such
          failure shall continue unremedied for a period of ten (10) days
          after written notice thereof by Lessor; or

     2.   Lessee shall fail to perform or observe any other covenant,
          condition or agreement to be performed or observed by it
          hereunder, and such failure shall continue unremedied for a
          period of ten (10) days after written notice thereof by Lessor;
          or

     3.   Any representation or warranty made by Lessee herein or in any
          document or certificate furnished by Lessee in connection
          herewith shall prove to have been false in any material respect
          when made or furnished.
                                4
<PAGE>
                       Article XI - Pilots

     Lessee agrees that the aircraft will at all times during the term of
this lease be operated by safe, careful and duly qualified pilots employed
and paid or contracted for by Lessee.  Lessee warrants that each of the
pilots who will operate the aircraft shall be properly trained and duly
qualified and whose licenses are in good standing and who meet the
requirements established and specified by the insurance policies attached
hereto.


                      Article XII - Notices

     All notices provided for herein shall be submitted in writing and sent
by certified mail, addressed to the party to be served at the addresses set
forth below, or to such other address as may be designated by such party in a
written notice to the other party.

Lessor's Address:                  Lessee's Address:
CLB Corporation                    Alpine Aviation, Inc. d/b/a, Alpine Air
1177 Alpine Air Way.               1177 Alpine Air Way
Provo, Utah 84601                  Provo, Utah 84601

                     Article XIII - Remedies

     Upon the occurrence of any event of default and at any time thereafter,
so long as the same shall be continuing, Lessor may, at its option, declare
this agreement to be in default and at any time thereafter, so long as Lessee
shall not have remedied to all outstanding defaults, have and exercise all
remedies at law and in equity, including without limitation to the following:


     1.   Declare the entire amount of rent hereunder immediately due and
          payable without notice or demand to Lessee.

     2.   Recover from the Lessee an amount equal to the unpaid balance due
          and to become due during the term of this agreement.

              Article XIV - Lessor's Right to Assign

     It is understood that Lessor contemplates assigning this lease and that
such assignee may also assign this lease.  All rights of Lessor shall be
succeeded to by the Assignee or Assignees under any such assignment and said
Assignee's title to this lease, to rental herein provided, shall be free from
all defense, set offs and counterclaims to which Lessee may be entitled to
assess against Lessor; it being understood and agreed that any such Assignee
does not assume any obligations of Lessor, and that the Lessee may separately
claim against Lessor any matters which Lessee may be entitled to assert
against Lessor.
                                5
<PAGE>

                  Article XV - Truth in Leasing

     The undersigned Lessee certifies that it is responsible for operational
control of the aircraft during the terms of this lease and that it
understands its responsibilities for compliance with applicable Federal
Aviation Administration regulations.

                       Article XVI - Taxes

     During the term of this agreement, Lessee shall be responsible for all
taxes including, but not limited to sales taxes and central assessment taxes.

                   Article XVII  - Modification

     This agreement may be modified only by a written instrument executed by
both parties hereto.

                 Article XVIII  - Binding Effect

     This agreement shall be binding upon the parties hereto, their
successors, assigns and legal representatives.

                 Article XIX  - Entire Agreement

     The terms and conditions of this agreement constitute the entire
agreement and supersede all previous negotiations, representations and
agreements between the parties, whether written or oral.

                   Article XX  - Applicable Law

     This agreement shall be construed and performance shall be governed
under the laws of the State of Utah.


          January 31, 2003         Alpine Aviation, Inc. d/b/a, Alpine Air
          ----------------                   Lessee
                Dated
                                   By:/s/Bill Distefano
           /s/                        ------------------------------------
          ----------------            Bill Distefano, President
              Witness

                                      CLB Corporation

                                      Lessor

                                   By:/s/Eugene R. Mallette
                                      ------------------------------------
                                        Eugene R.  Mallette, President
                                6