EFTA00277967.txt

"Please reserve N 908JE for assignment to the following aircraft: N505LS... Which is (1) being purchased by: JEGE, Inc."

"NAME OF APPLICANT (Person(s) shown on evidence of ownership... Real Estate Exchange, Inc. ... REGISTRATION NUMBER 505LS"

"NAME OF APPLICANT... Real Estate Exchange, Inc. ... ADDRESS... 900 SW Fifth Avenue, Mezz. Level Portland Oregon 97204"

"Debtor hereby represents and hereby warrants to Secured Party that it is the absolute owner of all of the legal and equitable title to the Aircraft"

"promissory note dated as of October 22, 1998, executed by Debtor and payable to the order of Secured Party in the aggregate principal amount of Forty-"

"PURCHASER NAME AND ADDRESS... Hayes Productions, LLC... UNITED STATES N 505L8"

"THE UNDERSIGNED OWNER(S)... Northwest (Delaware Corporation... HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUC"

"Northwest (Delaware Corporation William R. 3echstein Secretary"

"The Chairman noted that the Company bad ownership of a Boeing 727-100 Aircraft bearing manufacturer's serial number 20115 and U.S. registration number"

"PRESENT 7 R.J. Morbin (Chairman)"

"I,J. McBride (Director)"

"P. Ashton (Director)"

"transferring title in that same Aircraft---0 Arbuthnot Leasing International. Limited"

"executed by its President, Peter Hunt"

"I, Kathryn S. Wunsch, hereby certify that I am the duly elected Secretary of F.B. Transport, Inc."

"appointing, Dominic Raphael Thomas Bennett as the Company's attorney-in-fact"

"F.B. TRANSPORT INC... is the sole and absolute owner of the full, legal and beneficial title to that certain one (1) used Boeing model 747-100 aircraf"

"grant convey, transfer, bargain and sell, delivery and set over all of its right, title and interest to and in the Aircraft unto ARBUTHNOT LEASING INT"

"NORTHWEST HOLDING CORPORATION... Special Registration Number N 500LS... Aircraft Make and Model Boeing 727"

"for and in consideration of the payment of United States Dollars Six million two hundred and four thousand and twenty-seven (U.S. tiO4.117) the Seller"

"I/WE CERTIFY that the above described aircraft (1) is lined by Me oidenizrned applicaat(s), Trans World Airlines, Inc."

"FB Trahsport Inc. hereby acknowledge receipt from Arbuthnot Leasing International Limited of the sum of AlkS,204,027 in full and final settlement of t"

"PETER HUNT, President of the corporation therein named... F.B. TRANSPORT, INC."

"N. R. Parmet Staff-VicesPresident"

"shall cause the property described therein to be subject to the lien and security interest created under this Security Agreement"

"HEREBY SELL, GRANT, TRANS R AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS... UNTO: PURCHASER... JEGE, Inc."

"NAME and ADDRESS OF SECURED PARTY/ASSIGNEE Limited Service Corporation... COVERING THE ABOVE COLLATERAL [N505LS/N908JE]"

"DEBTOR: REAL ESTATE EXCHANGE, INC. SECURED PARTY: LIMITED SERVICE CORPORATION"

"NORTHWEST DELAWARE CORPORATION... 1105 North Market Street Wilmington DE 19899"

"SIGNATURE... Timothy B. yons TITLE Vice President... NAME OF APPLICANT Hayes Productions, LLC"

"Lessor shall execute a Bill of Sale to transfer title in the Aircraft to the Lessee"

"Lessee shall pay to Lessor the Unpaid Principal then outstanding plus interest"

"Lessee shall give or cause to be given to Lessor prompt written notice of such Event of Loss"

"NAME OF APPUCANT... L B. TRANSPORT, INC. ... REGISTRATION NUMBER N 505C"

"Edward OS C: ... Vice President ... NAME OF APPLICANT ... NOPTEWEST'HOLDINGcCORPORATION"

"FOR AND IN CONSIDERATION OF $ 'J. tO ... HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: North"

"HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Northwest Holding Corporation"

"Arbuthnot Leasing International Limited, as Lessor") and F.B. Transport Inc., as lessee"

"Lessor..dereby. agrees to lease to:Lessee"

"a legal opinion from Hunt and Hunt, counsel to the Lessee"

"the Lessee shall pay to the Lessor rent"

"an-irrevOcable -stindby letter of Credit in the .smount of . .;1,pooig0000 411 favouf of Lessor'idtUed by The Rural and Industries Bank of Western Aus"

"the Company was thereafter under an obligation to execute a release, 'a bill of sale to transfer title in the Aircraft to the Lessee for the sum of U."

"AsSignment of Lease:and CSC... Arbuthnot LeasiiitIliternatiOnal Limited TO OR. ASSIGNED TO ArbuthnOt Finance' Internatienal Limited"

"Title in or to said Aircraft shall not pass to Lessee, except in accordance with the terms, conditions and provisions of this Lease"

"the Lessor shall execute a Bill of Sale to transfer title in the Aircraft to the Lessee for the sum of U.S.$1.00"

"Lessee assumes liability for and hereby agrees... to defend, indemnify, protect, save, and keep harmless-Lessor"

"to preserve, the Aircraft, its engines or accessories or LessotHs title thereto"

"elsdt: hereby consents to Lessee subleasing the Aircraft :to4. ReCARPENTEE'gORTS AMERICA, INC."

"pursuant to an agreement for Vie sale and purchase of part of business datedA". April 1989 between ALIL (1) and Arbuthnot Finance International Limite"