EFTA00589589.txt

"FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Seller") is the owner of the full legal and beneficial title in and to that certain used Sik"

"Seller agrees to sell, and Purchaser agrees to purchase, the Aircraft for a total purchase price of Two Million Two Hundred Thousand U.S. Dollars (US$"

"Purchaser has placed a deposit of One Hundred Thousand U.S. Dollars (US$100,000.00) (the "Deposit") with Insured Aircraft Title Service, Inc."

"The Deposit has been wire transferred to thegeneral escrow account of Escrow Agent maintained at International Bank of Commerce"

"Seller desires to sell, transfer, and deliver to Purchaser... one used Sikorsky S-76C helicopter"

"the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives."

"Seller represents and warrants that the only person or entity with whom Seller has any such arrangement and for which Seller shall be solely responsib"

"INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Joan Roberts Title: Vice President"

"For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration... Seller does hereby grant, bargain, sell, conv"

"Seller does hereby grant, bargain, sell, convey, transfer and deliver unto Purchaser, all of Seller's right, title and interest in and to the Aircraft"

"Seller has good and marketable title to the Aircraft"

"Failure by Purchaser to pay the Purchase Price at Closing in accordance with this Agreement"

"Seller hereby represents and warrants to Purchaser as follows"

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

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

"Seller: FREEDOM AIR INTERNATIONAL, INC. ... DESCRIPTION OF AIRCRAFT ... N162AD"

"INSURED AIRCRAFT TITLE SERVICE, INC., hereby acknowledges receipt of the Deposit in the amount of $100,000.00 USD"

"as Seller's and Purchaser's Professional User Entity, making registrations with the International Registry"

"as Seller's and Purchaser's Professional User Entity, making registrations with the International Registry"

"the Escrow Agent, as the Professional User Entity for each of Seller and Purchaser"

"the Escrow Agent, as the Professional User Entity for each of Seller and Purchaser"

"delivery of the Aircraft to Purchaser shall take place at Summit Aviation in Middletown, Delaware"

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

"If to Purchaser: Greenwich Aerogroup Brazil Leasing Inc. ... with a copy to: John R. Copley"