*AIRC1998*



                            AIRCRAFT LEASE AGREEMENT

                     dated as of ______________("Agreement")



This Agreement (together with all supplements, annexes, exhibits and schedules

hereto hereinafter referred to as the "LEASE") is between AVN AIR, LLC, with an

office at 44 OLD RIDGEBURY ROAD, DANBURY, CONNECTICUT 06810 (together with its

successors and assigns, if any "LESSOR") and MHS CONSULTING CORPORATION, a

corporation organized and existing under the laws of the State of Wisconsin with

its mailing address and chief place of business at 7711 CARONDELET AVENUE, SUITE

800, ST. LOUIS, MO 63105 (hereinafter called "LESSEE").



1.       LEASING:



         (a)Subject to the terms and conditions set forth below, Lessor agrees

to lease to Lessee, and Lessee agrees to lease from Lessor, the aircraft,

including the airframe, engines, and all appurtenant equipment (together

hereinafter the "AIRCRAFT") described in Annex A.



         (b)Lessor shall purchase the Aircraft from the manufacturer or supplier

thereof ("SUPPLIER") and lease it to Lessee if on or before the Last Delivery

Date (specified in Annex B) Lessor receives each of the following documents in

form and substance reasonably satisfactory to Lessor: (i) a copy of this Lease

executed by Lessee, (ii) unless Lessor shall have delivered its purchase order

for the Aircraft or received a bill of sale for the Aircraft in the name of

Lessor (and in form and substance satisfactory to Lessor), the Purchase

Document(s) Assignment and Consent in the form of Annex C, with copies of the

purchase order or other purchase documents attached thereto; (iii) copies of

insurance policies or such other evidence of insurance which complies with the

requirements of Section 10, (iv) evidence that the Aircraft has been duly

certified as to type and airworthiness by the Federal Aviation Administration

("FAA"); (v) evidence that Insured Aircraft Title Service, or such other escrow

agent reasonable acceptable to Lessor, has received in escrow the executed bill

of sale and AC Form 8050-1 Aircraft Registration Form (except for the pink copy

which shall be available to be placed on the Aircraft upon acceptance thereof),

and an executed duplicate of this Lease all in proper form for filing with the

FAA; (vi) a copy of a resolution of Lessee's board of directors authorizing this

Lease in the form of Annex D; (vii) a completed inspection and/or survey with

respect to the Aircraft in accordance with the requirements set forth in the

Certificate of Acceptance; and (viii) such other documents as Lessor may

reasonably request. Lessor's obligation to lease the Aircraft hereunder is

further conditioned upon (1) the cost to Lessor of the acquisition of the

Aircraft not exceeding the Capitalized Lessor's Cost stated on Annex A; (2) upon

delivery of the Aircraft, Lessee's execution and delivery to Lessor of a

Certificate of Acceptance in the form of Annex E; and (3) successful filing of

all necessary documents with the FAA.



         (c)Lessor hereby appoints Lessee its agent for inspection and

acceptance of the Aircraft from the Supplier. Once the Certificate of Acceptance

has been signed, and the Commencement Date has occurred, the Aircraft shall be

deemed to have been delivered to, and accepted by, Lessee for lease hereunder,





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2.       TERM, RENT AND PAYMENT:



         (a) The rent ("RENT") payable under this Lease and Lessee's right to

use the Aircraft shall commence on the date Insured Aircraft Title Service files

with the FAA the executed bill of sale and Aircraft Registration Form and Lessee

executes the Certificate of Acceptance ("COMMENCEMENT DATE"). The term ("TERM")

of this Lease shall commence on the Commencement Date and shall continue, unless

earlier terminated pursuant to the provisions of this Lease, until and including

the Expiration Date stated in Annex B. If any Term is extended or renewed, the

word "Term" shall be deemed to refer to all extended or renewal Terms, and all

provisions of this Lease shall apply during any such extension or renewal Terms,

except as may be otherwise specifically provided in writing.



         (b) Rent shall be paid to Lessor by Lessee at its address stated above,

except as otherwise directed by Lessor. Rent payments shall be in the amount,

payable at such intervals and due in accordance with the provisions of Annex B.

(Each payment of Rent is hereinafter referred to as a "RENT PAYMENT".) If one or

more Advance Rent is payable, such Advance Rent shall be (i) set forth on Annex

B and due in accordance with the provisions of Annex B, and (ii) when received

by Lessor, applied to the first Basic Term for Rent Payment as set forth on

Annex B and the balance, if any, to the final Rent Payment(s), in inverse order

of maturity. In no event shall any Advance Rent or any other Rent Payment be

refunded to Lessee. If Rent is hot paid within ten (10) days of its due date,

Lessee agrees to pay a late charge of four cents ($.04) per dollar on, and in

addition to, the amount of such Rent but not exceeding the lawful maximum, if

any.



3.       RENT ADJUSTMENT:



         Intentionally left blank



4.       TAXES AND FEES: (a) If permitted by law, Lessee shall report and pay

promptly all taxes, fees and assessments due, imposed, assessed or levied

against the Aircraft (or purchase, ownership, delivery, leasing, possession, use

or operation thereof), this Agreement (or any rents or receipts hereunder),

Lessor or Lessee, by any domestic or foreign governmental entity or taxing

authority during or related to the term of this Agreement, including, without

limitation, all license and registration fees, and all sales, use, personal

property, excise, gross receipts, stamp, value added, custom duties, landing

fees, airport charges, navigation service charges, route navigation charges or

other taxes, imposts, duties and charges, together with any penalties, fines or

interest thereon (collectively "TAXES"). Notwithstanding the foregoing, Lessee

shall have no liability for Taxes imposed by any domestic or foreign

governmental entity or political subdivision thereof which are on or measured by

the net income, capital, net worth or franchise of Lessor or similar conduct of

business taxes, except as provided in Section 14(c) hereof. Lessee shall (i)

reimburse Lessor upon receipt of written request for reimbursement for any Taxes

charged to or assessed against Lessor, (ii) on request of Lessor, submit to

Lessor written evidence of Lessee's payment of Taxes, (iii) on all tax reports

or returns show Lessor as the owner of the Aircraft, and (iv) send a copy to

Lessor of any tax reports or returns showing Lessor as the owner.

Notwithstanding anything in this Lease to the contrary, Lessee shall have no

liability with respect to: Taxes imposed as a result of the transfer or other

disposition of the Aircraft by Lessor to anyone other than Lessee; Lessor's

gross negligence or willful misconduct; any act or omission of Lessor in breach

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