AIRCRAFT LEASE AGREEMENT

     Exhibit 10.12

AIRCRAFT LEASE AGREEMENT

     THIS AIRCRAFT LEASE AGREEMENT is entered into as of the 1st day of December, 2006 (the “Commencement Date”), by and between CROSS COUNTY CARRIERS, LIMITED, an Ohio limited liability company authorized to do business in Tennessee (the “Lessor”), and IdleAire Technologies Corporation, a Tennessee corporation (the “Lessee”).

WITNESSETH:

     WHEREAS, Lessor is the owner of the Aircraft (defined below);

     WHEREAS, Lessee desires to lease from Lessor, and Lessor is willing to lease to Lessee, the Aircraft, on a non-exclusive basis, subject to the terms and conditions of this Lease; and

     WHEREAS, Lessee is qualified, or will retain the services of a Person that is qualified, in all respects to use and operate the Aircraft in accordance with the rules and regulations of the FAA (defined below) (the “Federal Aviation Regulations”) under Part 91 thereof.

     NOW, THEREFORE, in consideration of the mutual covenants herein, Lessor and Lessee hereby agree as follows:

1. DEFINITIONS.

     Unless the context otherwise requires, the following terms, when capitalized, shall have the following meanings for all purposes of this Lease Agreement, the following definitions to be equally applicable both to the singular and plural forms of the terms herein defined:

     1.1. Act. “Act” shall mean the Federal Aviation Act of 1958, as amended from time to time, or any similar legislation of the United States enacted in substitution or replacement thereof.

     1.2. Aircraft. “Aircraft” shall mean the Beech King Air 300 aircraft bearing manufacturer’s serial number FA-132 and FAA registration number N184D including all attached engines and any and all Parts (defined below).

     1.3. Business Day. “Business Day” shall mean any Day other than Saturday, Sunday or another day on which banks in Tennessee are required or authorized to be closed.

     1.4. Day. “Day” shall mean a twenty-four (24) hour period beginning at 12:00 a.m. and ending at 11:59 p.m.

     1.5. Designated Representative. ”Designated Representative” shall mean Ambassador Jet Service, LLC, or any other Person named as such by Lessor by giving notice to Lessee as provided in herein. A copy of this Lease Agreement shall be deposited with the Designated Representative.

     1.6. Event of Default. “Event of Default” shall have the meaning specified in Section 12 hereof.

     1.7. Event of Loss. “Event of Loss” shall mean any of the following events: (i) the Aircraft shall become lost or stolen for a period greater than 3 days (or, if less, the remaining Term); (ii) the Insurance Proceeds (defined below) shall be received based upon an actual or constructive total loss with respect to the Aircraft; (iii) the Aircraft shall be destroyed or irreparably damaged; (iv) title to the Aircraft shall be taken, seized, confiscated or requisitioned by any governmental body by condemnation or otherwise for a period stated to be or in fact in excess of 18 months (or, if less, the remaining Term for such property); provided, however, that clause (iv) of this definition shall not apply to any requisition for use by the Government, provided that such requisition does not continue for a period exceeding the remaining Term.

     1.8. FAA. “FAA” shall mean, as the context requires, the United States Federal Aviation Administration and/or the Administrator of the United States Federal Aviation Administration, or any person, governmental department, bureau, commission or agency succeeding to the functions of either of the foregoing.

     1.9. Flight Hour. “Flight Hour” shall mean each hour or part thereof, elapsing from the moment the wheels of the Aircraft leave the ground on take-off to the moment when the wheels of the Aircraft touch the ground on landing, in each case as recorded in the Aircraft log book or in any other document recording flight time accepted by the FAA.

     1.10. Governmental Authority. “Governmental Authority” shall mean and include (a) the FAA; (b) the United States Department of Transportation; (c) a generally recognized national government, or political subdivision thereof or local jurisdiction therein; (d) any board, Commission, department, division, organ, instrumentality, court, or agency of any entity described in (c) above; and (d) an association, organization, or institution of which any such entity described in (c) or (d) above is a member or to whose jurisdiction any such entity is subject or in whose activities any such entity is a participant but only (except for purposes of defining Law below) to the extent that any of the preceding have jurisdiction over the Aircraft or its operations.

     1.11. Home Airport. “Home Airport” shall mean McGhee-Tyson Airport.

     1.12. Indemnitee. Indemnitee shall mean Lessor and its successors, permitted assigns, members, agents, employees, officers and servants.

     1.13. Initial Term. “Initial Term” shall mean, unless the Lease is terminated earlier as provided herein, the period commencing on the Commencement Date and ending on November 30, 2007.

     1.14. Insurance Proceeds. “Insurance Proceeds” shall mean any insurance proceeds payable to Lessor under policies of insurance obtained pursuant to Section 10.

     1.15. Law. “Law” shall mean and include all applicable (a) laws, statute, decree, constitution, regulation, order, judgment or other directive of any Governmental Authority; (b) treaty, pact, compact or other agreement to which any Governmental Authority is a signatory or party; (c) any amendment or revision of any Law described in (a) or (b) above.

     1.16. Lease. “Lease,” “Lease Agreement”, this “Agreement”, “herein”, “hereunder” or other like words shall mean and include this Lease Agreement and each amendment, modification or supplement hereto from time to time entered into.

     1.17. Lease Year. “Lease Year” shall mean any twelve (12) month period making up the Initial Term or any Renewal Term.

     1.18. Parts. “Parts” shall have the meaning set forth in Section 8 hereof.

     1.19. Person. “Person” shall mean an individual, corporation, trust, partnership, unincorporated association, joint venture, association, joint-stock company, government or any agency or political subdivision thereof or other entity.

     1.20. Rent. “Rent” shall have the meaning set forth in Section 3.

     1.21. Reserved Flight Day. “Reserved Flight Day” shall mean any Day reserved by Lessee for use of the Aircraft.

     1.22. Taxes. “Taxes” shall have the meaning given such term in Section 9 hereof.

     1.23. Term. “Term” shall mean the Initial Term and any Renewal Term(s) (defined below).

     1.24. Third Party Lessee. A “Third Party Lessee” shall mean any other lessee of the Aircraft who enjoys concurrent, non-exclusive use of the Aircraft with Lessee.

     1.25. Unearned Rent. “Unearned Rent” shall be an amount equal to the excess of (i) the total Rent paid by Lessee to Lessor hereunder during the applicable Lease Year as of the event giving rise to the need to compute Unearned Rent, over (ii) the actual amount earned by Lessor hereunder taking into account the actual number of Flight Hours the Aircraft is used by Lessee during the applicable Lease Year as of the event giving rise to the need to compute Unearned Rent and the associated rental rate for such hours. The total amount of the Unearned Rent calculated in the preceding sentence, may be adjusted, as appropriate, based on any associated sales tax refund actually received by Lessor due to Sales Tax payments previously made on Flight Hours that are not used by Lessee.

2. AGREEMENT TO LEASE.

     2.1. Lease. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the Aircraft on a non-exclusive basis as provided herein. During the Initial Term, in exchange for the Rent, Lessee shall be entitled to use the Aircraft for a total of seventy (70) Flight Hours (the “Leased Hours”). If this Lease is renewed, the number of Leased Hours in a Renewal Term shall be same number of Leased Hours during the Initial Term unless otherwise agreed to by the parties.

     2.2. Lawful and Proper Use Only. Lessee agrees throughout the Term to use the Aircraft in accordance with the laws and regulations of the United States and any country, state, territory or municipality into or over which Lessee may operate, and shall further comply with all health and police regulations and all rules and orders relating to the Aircraft to which the Aircraft may be subject in its use, operation, maintenance, modification, overhauling and condition during the term hereof including, but not limited to, maintaining strict adherence to Federal Aviation Regulations specifically as they relate to Federal Air Regulation Part 91. Lessee shall not employ, permit or cause the Aircraft to be used in any business which is forbidden by law or is otherwise illicit, nor knowingly carry illicit or prohibited goods. Lessee shall not use or permit the Aircraft to be used in any manner or for any purpose which is not covered by an insurance policy or policies which Lessor or Lessee is required to carry and maintain, or, for any purpose or for the carriage of any goods of any description excepted or exempted from said policies, or do any other act or permit to be done anything which could reasonably be expected to invalidate or limit any said insurance policy. Notwithstanding anything contained herein to the contrary, the Aircraft shall at all times be primarily used and located in the continental United States and may not be operated outside of the continental United States except to the Bahamas, Mexico, Caribbean and Canada. The Aircraft shall be based exclusively at the Home Airport.

     2.3. Non-Exclusive Lease. This Lease is non-exclusive and does not prevent Lessee from entering into similar arrangements with Third Party Lessees; provided, however, that Lessor use its best efforts not to enter into any lease with a Third Party Lessee that would preclude Lessee from using the Aircraft for the number of Leased Hours specified in Section 3. Notwithstanding the forgoing to the contrary, Lessor makes no representations or warranties regarding the specific time or specific number of Reserved Flight Days during which the Aircraft will be available to Lessee or that Lessee will be able to use all of the Leased Hours prior to the end of the Lease Year. As between Lessee and the Third Party Lessees, use of the Aircraft shall be on a first-come, first-served basis. Lessee and the Third Party Lessees shall contact the Designated Representative to schedule use of the Aircraft by reserving the number of Reserved Flight Days that will be required for a particular trip. Consistent with the non-exclusive nature of the Lease, Lessee may make arrangements with Third Party Lessees to share Reserved Flight Days (“Joint Trips”) provided that Lessee and the Third Party Lessee(s) notify the Designated Representative in advance of the existence of a Joint Trip arrangement and the parties’ agreement as to who will be credited with the Flight Hours associated with Joint Trip and who will assume operational control of the Aircraft.

3. TERM AND PAYMENT.

     3.1. Term. Upon the conclusion of the Initial Term and any Renewal Term (defined herein), this Lease shall be automatically renewed for an additional twelve (12) month period (each a “Renewal Term”) unless Lessee or Lessor gives at least ninety (90) days prior written notice prior to the end of the then current Lease Year to the other of its intention not to renew this Lease. Furthermore, in the event Lessor intends to sell the Aircraft, Lessor shall have the right to terminate this Lease at any time upon giving Lessee one (1) month prior written notice of termination. In the event that this Lease is terminated by Lessor prior to the expiration of the Term for any reason, any Unearned Rent calculated as of the effective date of the termination of the Lease shall be returned to the Lessee by the Lessor, otherwise the Rent shall be due and owing to Lessor in all events.

     3.2. Rent. During the Initial Term, Lessee shall pay Lessor the following amounts as rent for the use of the Aircraft (“Rent”):

The monthly installments of Base Rent, plus the applicable Sales Tax, shall be paid by Lessee to Lessor no later than the third (3^rd) Business Day of each month during the Lease Year. No refund will be given to Lessee if Lessee shall not use all of the Leased Hours during a Lease Year. Unused Leased Hours from one Lease Year will not carryover to any subsequent Lease Years. If this Lease is extended for one or more Renewal Terms as provided in Section 3.1, the Base Rent for each Renewal Term shall be negotiated by Lessor and Lessee at the time this Lease is renewed, and the appropriate Sales Tax shall be determined based on the amount of Base Rent charged. If this Lease is renewed and the Base Rent or the number of Leased Hours is not renegotiated, it shall be assumed that the Base Rent and the number of Leased Hours in the immediately preceding Lease Year shall be the Base Rent and the number of Leased Hours in the new Lease Year.

     3.3. Accelerated Rent; Additional Rent.

           (A) Base Rent is computed hereunder on the assumption that Lessee will utilize the Leased Hours on a consistent basis throughout each Lease Year. At the end of each quarter of each Lease Year or upon the early termination of the Lease by Lessor, Lessor will review Lessee’s usage of the Aircraft to determine if the Leased Hours have been over utilized on a year-to-date basis. In the event that Lessee’s year-to-date Flight Hours exceed the prorated number of Leased Hours that should have been used on a year-to-date basis (e.g., ¹/4 of the Leased Hours used through the first three months of the Lease Year), Lessee shall pay to Lessor, as accelerated rent (the “Accelerated Rent”), an amount equal to $764 multiplied by the number of Flight Hours over the prorated share of Leased Hours that should have been used as of such date, plus the applicable Sales Tax on such Accelerated Rent. The Accelerated Rent shall be paid by Lessee within five (5) Business Days of notice from the Lessor and shall be treated as an advance payment of Base Rent otherwise due hereunder with the monthly Base Rent due for subsequent months offset by the Accelerated Rent.

           (B) In the event that Lessee’s use of the Aircraft exceeds the Leased Hours for a particular Lease Year, Lessee shall pay to Lessor within five (5) Business Days of the end of the Flight that results in such overage, an amount equal to $818 times the total number of Flight Hours, or fraction thereof, Lessee has used the Aircraft during the Lease Year in excess of the Leased Hours, plus the applicable Sales Tax (the “Additional Rent”).

     3.4. Additional Leased Hours. Once Lessee has used all of the Leased Hours, Lessee may purchase additional time in one (1) hour blocks at Base Rent of $818 per Flight Hour, plus applicable Sales Tax.

     3.5. Insurance. The Base Rent charged hereunder shall include Lessee’s proportionate share of insurance acquired by Lessor pursuant to Section 10.

4. COVENANTS, REPRESENTATIONS AND WARRANTIES.

     4.1. Lessor’s Representations and Warranties. LESSOR SHALL NOT BE DEEMED TO HAVE MADE OR GIVEN, AND HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, AIRWORTHINESS, CONDITION, MERCHANTABILITY, DESIGN, OPERATION OR FITNESS FOR USE OF THE AIRCRAFT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT except that Lessor represents that it is duly authorized to enter into this Agreement and to Lease the Aircraft to Lessee hereunder.

     4.2. Lessee’s Representations and Warranties. Lessee covenants, represents and warrants that on the date of execution of this Agreement and on the Commencement Date:

          (A) Entity Organization and Standing. Lessee is a corporation duly organized and validly existing in good standing under the laws of the State of Tennessee, and is duly qualified and authorized to do business and in good standing wherever necessary to substantially carry on its business and operations and to own its properties and to perform its obligations under this Lease.

          (B) Entity Authority. Lessee has the full power, authority and legal right to enter into and perform the Lease, and the execution, delivery and performance of the Lease has been duly authorized by all necessary action on the part of Lessee, does not require any stockholder [member] approval or approval or consent of any trustee or holders of any indebtedness or obligations of Lessee, or such required approvals and consents have heretofore been duly obtained by Lessee, and does not and will not contravene any law, judgment, governmental rule, regulation or order binding on Lessee or any of its subsidiaries or the chartering documents or by-laws of Lessee or any of its subsidiaries or result in the breach of, constitute a default under, contravene the provisions of, or result in the creation of any lien, charge, encumbrance or security interest upon any property or assets of Lessee pursuant to any indenture, mortgage, contract or other agreement to which Lessee or any of its subsidiaries is a party or by which it is bound.

          (C) Binding Obligations. The Lease constitutes a valid and legally binding obligation of Lessee enforceable against Lessee in accordance with the respective terms thereof, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally.

5. RETURN OF AIRCRAFT.

     Each time during the Term in which the Aircraft is returned to Lessor, Lessee agrees that the Aircraft shall be clean, serviced (potty included) ready for the next flight, airworthy with all systems functioning properly, in the same condition, and available for the same use within Lessor’s operations (including, without limitation, the same interior configuration, cockpit arrangement/instrumentation, other operating systems and components), as when delivered to Lessee hereunder, reasonable wear and tear excepted, and free and clear of all liens, encumbrances or rights of others whatsoever except any lien placed on the Aircraft by Lessee.

6. MORTGAGES, LIENS, ETC.

     Lessee will not directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest, charge or encumbrance on or with respect to the Aircraft or title thereto or any interest therein.

7. MAINTENANCE, USE, OPERATION, AND REGISTRATION.

     7.1. Maintenance, Use, Operation, and Registration. During the Term, Lessee, at its own cost and expense, shall take, or cause to be taken on its behalf, the following actions:

          (A) maintain the operational care, use, custody and control of the Aircraft while in the possession of Lessee on each Reserved Flight Day during the Term hereof, including, but not limited to, using qualified flight crews approved in advance by the Designated Representative, and operating the Aircraft so as to keep the Aircraft in as good operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, and to cause the airworthiness certificate of the Aircraft to be maintained at all times under the Act and the Federal Aviation Regulations;

          (B) pay all of the following operating costs associated with the operation of the Aircraft: fuel, oil, landing fees, airport charges, catering, flight crew, assessments and FAA charges;

          (C) cause the Aircraft at all times after the Commencement Date to remain duly registered in the United States, in the name of Lessor;

          (D) maintain all flight records, report and file all Maintenance Transaction Reports, Major Repair Orders, and any repair receipts incurred while in possession of Aircraft, logs and other materials required by the FAA to be maintained in respect of the Aircraft;

          (E) maintain, in the English language, all materials required by any applicable Governmental Authority to be maintained in respect of the Aircraft, and promptly furnish to Lessor upon Lessor’s request such information as may be required to enable Lessor to file any reports required to be filed with any Governmental Authority because of Lessor’s ownership of the Aircraft;

          (F) provide all necessary information, if reasonably required by Lessor, to enable Lessor to monitor all warranty items associated with the Aircraft;

          (G) notify Lessor or any other party designated by Lessor in a prompt and timely manner of all incidents and accidents resulting in damage or an Event of Loss with respect to the Aircraft, or any major component thereof and repair actions taken, in accordance with FAA approved repair documentation;

          (H) maintain all records, logs, and other materials required to be maintained with respect to the Aircraft by persons in operational control of the Aircraft under any applicable rules, laws or regulations and supply all such records, logs and other materials to Lessor or third parties as shall be necessary in order to implement any and all maintenance programs for the Aircraft and copies of all records of maintenance performed during the Term, as requested by Lessor;

          (I) immediately report to Lessor and/or the Designated Repr