WITH OPTION TO PURCHASE





      This AIRCRAFT LEASE AGREEMENT WITH OPTION TO PURCHASE (hereinafter

referred to as the "Agreement") is made and entered into as of the 30th day of

September, 2001 (the "Effective Date") by and between Global Air Rescue, Inc.

("GAR"), a Delaware Corporation (hereinafter referred to as "Lessor") and Global

Air Charter, Inc., a Florida Corporation (hereinafter referred to as "Lessee"),

together, the "Parties."



      WHEREAS, Lessee desires to lease an aircraft for use in its

business, and is a licensed and certificated air carrier under the

provisions of Federal Aviation Regulations Part 135, 14 C.F.R. Section 135

ET. SEQ. (hereinafter "Part 135" or "135"); and



      WHEREAS, Lessor desires to lease to Lessee and Lessee desires to lease

from Lessor that certain aircraft (the "Aircraft") described herein below,

subject to the requirements of Federal Aviation Regulations 14 C.F.R. Sections

91 and/or 135 and the provisions and conditions contained herein, and



      WHEREAS, Lessor desires to grant Lessee an option to purchase the

Aircraft, and Lessor wishes to sell, convey, or otherwise transfer to Lessee all

of Lessor's right, title, and interest in the Aircraft should Lessee exercise

said right to purchase, at Lessee's sole and absolute discretion; and



      WHEREAS, Lessor is the registered owner of the Aircraft, and has the right

to lease and/or convey the Aircraft, together with the engines, and all

appliances, parts, instruments, avionics and appurtenances thereto, including

any replacement part(s) or engine(s) which may be installed on the Aircraft from

time to time, and all logs, manuals, and other records relating to the Aircraft,



      NOW THEREFORE, the Parties hereby agree as follows:



      1.    DEFINITIONS



            1.1 "Flight Hours" as used herein shall mean those flight hours

during which the Aircraft is used in flight as recorded in the Aircraft's flight

log and maintenance records for each flight leg, segment, or daily accrued total

of flight hours.



            1.2 "Flight" as used herein shall mean any flight during which the

Aircraft is operated pursuant to this Agreement.



            1.3   "FAA" as used herein shall mean the Federal Aviation

Administration.





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      2.    AIRCRAFT



            2.1  Pursuant to the terms stated herein, Lessor hereby lease to

Lessee and Lessee hereby leases from Lessor that certain aircraft described as

follows:



                 FAA Registration No.:     N160GC

                 Manufacturer:             Learjet, Inc.

                 Aircraft Serial No.:      36A-030

                 Model:                    36A

                 Engines:                  Garrett TFE 731-2-2B P74123C/P74378

                 (the "Aircraft")



            2.3  Lessee has examined the Aircraft and accepts the Aircraft in

its present condition, acknowledges that the Aircraft is suitable for the

purposes for which Lessee has leased the Aircraft.



            2.4  During the term of this Agreement the Aircraft shall be stored

by Lessee at Lessee's sole discretion, and shall be available for Lessee for

operation at Lessee's sole discretion. Lessee shall keep Lessor reasonably

apprised of the Aircraft's location.



      3.    LEASE TERM



            3.1  The Agreement term shall begin on October 1, 2001, and shall

end on March 31, 2004, unless terminated by Lessee upon written notice provided

pursuant to this Agreement.



            3.2  This Agreement shall become effective upon its execution by

the Parties. Thereafter, all obligations contained in this Agreement shall be

conclusive and binding upon all of the Parties. Accordingly, this Agreement

shall no longer be considered executory as of the date that all Parties have

affixed their signatures hereto.



            3.3  Lessee may terminate this Agreement upon written notice to

Lessor if Lessor is in default of this Agreement, notice of said default has

been provided to Lessor in accordance with this Agreement, and Lessor has failed

to cure such default within 30 calendar days.



      4.    LEASE PAYMENTS, FEES AND TIME OF PAYMENT



            4.1   FLIGHTS



            Lessee shall pay to Lessor the fixed Monthly Payment charges

described in Exhibit "A" attached hereto, plus applicable taxes, which is

incorporated herein by reference as if fully copied and set forth at length.

Said monthly charges shall be apportioned pro-rata for any partial month during

which the Aircraft is leased pursuant to this Agreement. Lessee may make such

payments directly to any person or entity that has provided





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financing in connection with Lessor's acquisition and/or financing of the

Aircraft with notice to Lessor. Any amounts due Lessor shall be subject to

offset and/or credit for any amounts paid on behalf of Lessor by Lessee.



            4.2   TIME OF PAYMENT



            Lessee shall pay to Lessor no later than the tenth (10th) day of

each calendar month following the month during which the Aircraft was operated

under this Agreement the monthly charge due under this Agreement, subject to the

provisions of paragraph 4.1 herein. All amounts and payments shall be paid to

Lessor in care of CyberCare, Inc., 2500 Quantum Lakes Drive, Suite 1000, Boynton

Beach, Florida, 33426, Attn.: Mr. Arthur Kobrin, or such other place or places

as Lessor may from time to time designate by written notice to Lessee.



            4.3   MAINTENANCE AND OPERATING COSTS



                  4.3.1 Lessee shall ensure that the Aircraft is enrolled and

maintained on an FAA approved inspection program as required for the Aircraft to

be maintained in accordance with the requirements of the manufacturer's approved

inspection program, Federal Aviation Regulations, and Lessee's Part 135

Operating Certificate, using FAA and the manufacturer's approved components and

procedures.



                  4.3.2 Lessee shall ensure that records on the Aircraft,

engines, and systems are maintained in accordance with applicable FAA

Regulations and the manufacturer's requirements. Such records shall be

considered part of the Aircraft.



                  4.3.3 Records pertaining to the performance of the Parties

obligations hereunder shall be open for inspection and audit wherever such

records are maintained in the normal course of business upon reasonable notice

throughout the term of this Agreement and for the period ending two (2) years

after the termination thereof. The Parties agree not to destroy such records

prior to the time when any other Parties right to inspect and audit terminates,

and each further agrees to retain such records in accordance with any applicable

Federal Aviation Regulation.



                  4.3.4 Lessee shall be financially responsible for the direct

costs of operating the Aircraft, including, but not limited to, crew salary and

benefits, fuel, oil, and additives, consumable parts and supplies (excluding

shipping costs and core charges for replacement parts and components), Aircraft

hull and liability insurance, inspection, maintenance and repair, labor, engine

and airframe maintenance fees, as applicable, landing, parking, handling,

customs, airways, and overflight fees, hangar fees, computer flight plans,

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