Lease Purchase Agreement

Exhibit 10.5


Lease/Purchase Agreement


This Agreement is made effective this 15th day of April, 2002, by and between Hamilton Aviation, Inc. (hereinafter "HAM") and Hamilton Aerospace Technologies, Inc. (hereinafter "HAT") and collectively (hereinafter the "Parties".)


HAM is the owner of certain equipment, tools, and inventory and HAT desires to lease some of these assets for use HAT's new aircraft maintenance and modification business.


The parties and Old Mission Assessment Corporation (hereinafter "OMAC") have entered into several other agreements, one of which is a Sale of Assets Agreement dated April 15, 2002, (hereinafter the "APA"). Pursuant to the APA, HAM has agreed to sell some of its assets, including equipment, tools, and inventory. It is the intention of the parties to close this transaction on or before July 15, 2002. However, HAT has immediate need of certain of the assets being sold by HAM as described in the APA.


THEREFORE:


The Parties agree and intend to be bound by the terms and covenants set fourth below:


1. HAM agrees to Lease/Purchase to HAT only those certain assets
regarding equipment, tools, and inventory as more specifically set
forth in Exhibit 1 attached hereto (hereafter referred to as the
"Leased Assets").


2. HAM and HAT agree that if for any reason that the APA does not close,
then this Lease/Purchase Agreement shall remain in full force and
effect for the full term herein and shall govern the actions between
the Parties concerning the equipment and supercede the APA in these
regards.


3. HAM and HAT further agree that upon the closing of the APA this
Lease/Purchase Agreement shall terminate and become null and void.


4. The term of this Lease/Purchase shall be three (3) years beginning
April 15, 2002, and shall terminate either at the closing of the APA
or when the final payment to HAM or its assign shall be made pursuant
to the terms herein, or as otherwise agreed by the parties.


5. The consideration for this Lease/Purchase Agreement shall be made in
the way of monthly payments in the amount of eight thousand dollars
($8,000.00) beginning April 15, 2002 , and ending April 15, 2005.
These payments shall enable HAT to use this equipment for HAT's
business purposes during the term of this Lease/Purchase Agreement.


These payments shall also serve as full consideration given by HAT to
HAM to secure HAT's ownership of the equipment involved in the
Lease/Purchase. Upon completion of all payments set forth herein, HAM
shall provide HAT with full good and marketable title to all equipment
involved in this Lease/Purchase. All payments provided for herein
shall be payable to Lessor at its specified address.


6. The Parties intend for this Lease/Purchase to be a fully amortized
purchase of the Leased Assets, unless terminated earlier by the
closing of the APA, in which case all payment received by HAM shall be
retained by HAM as consideration for the lease of Leased Assets. It is
understood and agreed by the Parties that upon completion of all
payments set forth herein, HAT shall become the owner of all of the
Leased Assets.


7. The Parties further agree that HAM shall deliver to HAT clear and good
title to the Leased Assets at:


a) Either the closing of the APA or,


b) The termination of this Lease/Purchase Agreement as set forth
herei ...