EFTA00311105.txt

"Seller agrees to sell, and Purchaser agrees to purchase, the Aircraft for a total purchase price of One Million Eight Hundred Seventy Thousand U.S. Do"

"Purchaser shall place a deposit of One Hundred Thousand U.S. Dollars (US$100,000.00) (the "Deposit") with Jetstream Escrow & Title Service, Inc."

"Seller represents and warrants that the only person or entity with whom Seller has any such arrangement... is Seller's broker in connection with the s"

"AIRCRAFT PURCHASE AGREEMENT DATED AS OF APRIL 16, 2012 BY AND BETWEEN FREEDOM AIR INTERNATIONAL, INC. AND EAGLE COPTERS LTD."

"Seller has good and marketable title to the Aircraft"

"by and between FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Seller") ... Purchaser hereby acknowledges the delivery and acceptance of one"

"EAGLE COPTERS LTD., a Canadian corporation ("Purchaser"), Purchaser hereby acknowledges the delivery and acceptance of one used 1999 Bell 407 helicopt"

"Seller desires to sell, transfer, and deliver to Purchaser... one used 1999 Bell 407 helicopter bearing Manufacturer's Serial No. 53375 and U.S. Regis"

"the Escrow Agent shall promptly cause the Deposit to be transferred to, and maintained in, a special escrow account"

"Purchaser, or its agent, shall have a right to perform a pre-purchase inspection of the Aircraft at the facility of Edwards Rotorcraft Solutions Inc. "

"Jetstream Escrow & Title Service, Inc. , hereby acknowledges receipt of the Deposit in the amount of $100,000.00 USD"

"BY AND BETWEEN FREEDOM AIR INTERNATIONAL, INC. AND EAGLE COPTERS LTD. ... EXHIBIT A Description of Aircraft 1999 BELL 407 N49 1GM"

"Wire Transfer Instructions to Account of Escrow Agent ... Bank of Oklahoma 6242 E. 41u St. Tulsa, Oklahoma, USA"

"Purchase Price Balance, which Purchase Price Balance shall be wire transferred into the Special Escrow Account of Escrow Agent"

"Escrow Agent shall immediately wire the Purchase Price to Seller"

"the records of the FAA then reflect that Seller is the record owner of the airframe of the Aircraft"

"flying the Aircraft from the Inspection Facility to the Closing Place [Wilmington, Delaware]"

"the Deposit shall be distributed by Escrow Agent to Seller as liquidated damages"

"Seller hereby represents and warrants to Purchaser as follows"

"If to Seller: Freedom Air International, Inc. ... Attention: Darren K. Ind ke"

"Seller and Purchaser shall each designate the Escrow Agent as Seller's and Purchaser's Professional User Entity"

"Seller and Purchaser shall each designate the Escrow Agent as Seller's and Purchaser's Professional User Entity"

"The fee of the Escrow Agent... shall be in the amount of $1,750 and shall be borne equally by Purchaser and Seller"

"The fee of the Escrow Agent... shall be in the amount of $1,750 and shall be borne equally by Purchaser and Seller"