LEASE OF REAL PROPERTY - ANTON K. KHOURY

STATE OF FLORIDA COUNTY OF MIAMI-DADE LEASE OF REAL PROPERTY

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THIS AGREEMENT, executed the 16th day of November, 1998, by and between ANTON K. KHOURY, hereinafter referred to as "Lessor", and AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation, hereinafter referred to as "Lessee";



W I T N E S S E T H



WHEREAS, Lessor owns certain realty suitable for leasing;



WHEREAS, Lessee is desirous of leasing said realty to utilize in its business of maintaining, overhauling, supplying and redistributing aircraft engines and associated parts to commercial and cargo airlines;



NOW, THEREFORE, in consideration of and subject to the premises, the mutual covenants herein contained, and each and every act performed hereunder by all of the parties, such parties enter into the following Articles of Agreement:



ARTICLE I



THE DEMISED PREMISES AND THE TERM



Section 1.01 - Demised Premises. Lessor hereby warrants that it is the owner of that certain realty which Lessor lets and demises to Lessee, and the Lessee leases from Lessor. Said real estate, located at 13945 S.W. 139th Street, Miami, Florida 33186, is more particularly described in Exhibit "A" annexed hereto and is hereinafter designated and referred to as "Demised Premises".



Section 1.02 - Title. Lessor warrants that it has a merchantable fee simple title in and to the Demised Premises free and clear of all liens, easements, restrictions and encumbrances, rights of way of record and easements of record now existing thereon for public utilities and highway use except those which have been disclosed to the Lessee on Schedule 1.02 hereto.



Section 1.03 - Zoning and Other Restrictions. Lessor warrants that the Demised Premises and all improvements thereon are currently being used in compliance with existing zoning. Lessor further warrants that no other restrictions exist that would













inhibit Lessee's use of the Demised Premises. Further Lessor warrants that no other party has any rights to the Demised Premises, either for possession or acquisition thereof.



Section 1.04 - Habendum and Term. Lessor hereby leases the Demised Premises to Lessee to have and to hold the Demised Premises with the rights, privileges, easements and appurtenances thereto attaching and belonging, to the Lessee, its successors and assigns, with a quiet and undisturbed possession to Lessee, for an initial term of one (1) year from the date hereof ("Initial Term"). This lease shall be automatically extended for an additional one (1) year upon the same terms and conditions as apply herein unless Lessee provides written notice of termination to the Lessor at least sixty (60) days prior to termination of the Initial Term. Lessee may terminate this Lease at any time upon sixty (60) days written notice to Lessor.



Section 1.05 - Use. The Lessee covenants that its use of the Demised Premises shall be limited to its overhauling, maintenance, supplying and redistribution of aircraft engines and associated parts (or such other aircraft uses as the parties agree) to commercial and cargo airlines business and that it will not use the Demised Premises or any improvements thereon for any illegal or unlawful purpose, and further covenants not to grant permission for the use by any permitted subtenant or occupant for illegal or unlawful purposes, and the Lessee covenants that it will immediately, upon the discovery of any such illegal or unlawful use, exert its best efforts to compel the discontinuance of such uses.



ARTICLE II





Section 2.01 - Rent. The Lessee shall pay the Lessor rent in the amount of Five Thousand Three Hundred Twenty Five Dollars ($5,325.00) per month, payable in advance on the first day of each month commencing on the effective date of this Agreement.



Section 2.02 - Rent Payment. The Lessee shall during the term hereby granted, pay to the Lessor the rent herein reserved and all such other sums as may become payable on account of the Lessee's default in the observance of any of the covenants herein contained













on the Lessee's part to be performed, at the time and in the manner limited and prescribed herein for the payment thereof.



Section 2.03 - Late Payment. Any installment of rent accruing under the provisions of this lease which is not paid when due shall, after ten (10) days written notice, bear interest at the rate of ten percent (10%) per annum from the date due until paid, plus an additional service fee of two percent (2%) for each delinquent payment due.



ARTICLE III



LESSEE'S COVENANTS



Section 3.01 - Taxes and Assessments. Lessee agrees to pay ten (10) days before delinquent all taxes, general and special assessments and other public charges levied upon or assessed against the Demised Premises which become payable from and after the date this lease commences until expiration or termination of this lease.



Section 3.02 - Receipts; Proration. Lessee shall exhibit to Lessor from time to time official receipts evidencing payment of taxes as required in Section 3.01 prior to the delinquent date. Any such taxes and other public charges assessed against the Demised Premises for the tax year in which this lease commences or terminates shall be equitably prorated between the parties hereto if the commencement and the end of the term of this lease do not coincide with the beginning or end of the tax year.



Section 3.03 - Installment Payment. Lessee shall have the right to execute in the name of the Lessor and as its attorney in fact such agreement or agreements or other instrument which may be required or permitted by law to permit the payment of such taxes or assessments in installments, but Lessee shall not be liable to pay any installments for taxes not due at the end of this original or any renewed term after occupancy of the Lessee has closed.



Section 3.04 - Unpaid Taxes. If Lessee fails to pay any such taxes, assessments or other public charges which it is obligated to pay as provided in this Article, before the same become delinquent, then and in such event, Lessor may pay the same, together with any interest and penalties thereon, and the amount so paid shall be













deemed rent immediately due and payable by Lessee to Lessor on demand, together with interest thereon at the rate of ten percent (10%) per annum plus an additional service fee of two percent (2%).



Section 3.05 - Contest of Taxes. Anything in this Article to the contrary notwithstanding, Lessor agrees that Lessee shall have the right, at Lessee's sole cost and expense, to contest the legality, validity, or the basis of calculation, of any of the taxes, assessments or other public charges provided to be paid by Lessee, but no such contest shall be carried on or maintained by Lessee after such taxes, assessments or other public charges become delinquent unless Lessee shall have duly paid the amount involved under protest or shall procure and maintain a stay of all proceedings to enforce any collection thereof and any forfeiture or sale of the Demised Premises, and shall also provide for payment thereof together with all penalties, interest, cost and expense by deposit of a sufficient sum of money or by a good and sufficient undertaking as may be required by law to accomplish such stay. Lessor agrees that it will, at the request of Lessee, execute or join in the execution of any instrument or documents necessary in connection with any such contest except bonds or undertakings. In the event any such contest is made by Lessee, Lessee shall promptly, upon final determination thereof adversely to Lessee, pay and discharge the amount involved, or affected by, any such contest, together with any penalties, fines, interest, costs and expenses that may have accrued thereon.



Section 3.06 - Maintenance and Repairs. As between the Lessor and the Lessee, the Lessee shall pay or cause to be paid all non-structural repair and maintenance costs and shall take good care of the Demised Premises and keep the same and all parts thereof, together with any and all alterations, additions and improvements therein or thereto, in good order and condition, except for normal wear and tear, damage done by casualty not covered by the provisions of the usual fire and extended coverage insurance, or acts of the Lessor.



The Lessor agrees to maintain the premises and structure in a good state of repair during the term of this lease and, further, specifically agrees that Lessor shall be responsible for: (1) major repairs to the utility systems of the demised premises including, but not necessarily limited to, the following: heating and air conditioning systems, sewer, water, electric, and plumbing;













(2) all non-structural and structural maintenance and repair to the roof, exterior walls, and structural components; (3) replacement or modification of the electrical system or plumbing system as necessary to bring the demised premises into compliance with applicable building codes. In the event the Lessor fails to make the repairs, replacements or modifications, or to perform the maintenance described herein, the Lessee shall have the right to terminate this lease upon thirty (30) days written notice sent by first class mail to the Lessor.



Section 3.07 - Alterations and Improvements. The Demised Premises may not be altered or changed without the written consent of the Lessor and the Lessee shall not attach anything whatsoever to the Demised Premises that might damage the Demised Premises or that might be a permanent attachment to the Demised Premises without the written consent of Lessor. The consent of Lessor shall not be unreasonably withheld. The costs of any such alterations or improvements approved by Lessor shall be borne by the Lessee and shall remain upon and be surrendered with the Demised Premises; provided, however, that any trade fixtures installed by Lessee may be removed by Lessee at the expiration of the term of this Lease, or of any renewal, provided that the Lessee is not in default under the terms hereof and provided further that any damage occasioned by any such removal shall be paid by Lessee.



Section 3.08 - Fees and Commissions. Lessor and Lessee represent to each other that neither party has engaged the services of a real estate broker or agent in negotiating or consuming the closing of this Lease. Lessor and Lessee agree to indemnify and hold each other free and harmless of any obligation for real estate commissions, finder's fees and legal fees earned as services performed in connection with this lease.



Section 3.09 - Indemnification of Lessor. Lessee covenants and agrees that Lessor shall not be liable for any injuries or damages to persons, entities, or property from any cause whatsoever by reason of the use, occupation, control or enjoyment of the Demised Premises by Lessee, or any person entering thereon for any reason or invited (other than Lessor or their agents), suffered or permitted by Lessee to go or be thereon or holding under Lessee at any time during the term of this lease, and Lessee will save and hold harmless Lessor from and against any and all liability, penalties, damages, expenses and judgments whatsoever on account of













such injuries or damages. The injuries and damages referred to in this paragraph shall include, without limiting the generality of the preceding provisions, to injuries, damages and mechanic's liens arising directly or indirectly out of any demolition, repairs, restoration, reconstruction, changes, alterations and construction which Lessee may make or cause to be made upon the Demised Premises or any part thereof. Lessee, at Lessee's expense, agrees to employ legal counsel to defend any action for which any claim shall be made for injuries or damages commenced against Lessor by reason of the foregoing.



Section 3.10 - Compliance with Laws. The Lessee covenants that it will during the demised term properly observe and at its own expense promptly comply with and execute all present and future laws, rules, regulations and notices of every nature and kind whatsoever of any governmental agency or authority concerning the Demised Premises. It is expressly understood that the Lessee shall have thirty (30) days or such time as said authorities shall accord, or that Lessee shall necessarily need, within which to comply with, contest, obey, carry out, observe and/or perform any such law, rule, regulation or notice.



Section 3.11 - Utilities. Lessee shall either pay or cause to be paid all charges for gas, electricity, water, sewer and other public utility services supplied to the Demised Premises during the term of this lease.



Section 3.12 - Liability and Property Insurance. Lessor shall, during the term of this lease, maintain adequate fire and casualty liability insurance coverage on the Demised Premises in solvent, mutual or stock companies or company, insuring both the Lessor and Lessee, in an amount and form reasonably acceptable to the parties.



Lessee shall, during the demised term, maintain adequate personal property insurance insuring all equipment, trade fixtures, fixtures, inventory and other personal property located on the Demised Premises. Lessee shall maintain throughout the term of this lease adequate general liability insurance coverage on the Demised Premises in solvent, mutual or stock companies or company, insuring both the Lessor and the Lessee, in an amount and form reasonably acceptable to the parties.













ARTICLE IV



LESSOR'S COVENANTS

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