EFTA00307684.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 has good and marketable title to the Aircraft"

"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 Purchase Price Balance... shall be wire transferred prior to the Closing into the Special Escrow Account... of the Escrow Agent for its disburseme"

"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. "

"Seller represents and warrants that the only person or entity with whom Seller has any such arrangement... in connection with the sale of the Aircraft"

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

"transfer of title to the airframe and the one (1) engine of the Aircraft from Seller to Purchaser"

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

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

"The Closing Conference Call shall be originated by Escrow Agent on the Closing Date"

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

"Failure by Purchaser to pay the Purchase Price at Closing"

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

"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"

"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"