LETTER OF INTENT January 4, 2012 Commonwealth Bank of Australia Level 15, 385 Bourke Street Melbourne, Victoria Australia 3000 Devereaux Holdings PTY, LTD 11'" Floor, BGC Centre 28 The Esplanade Perth, WA Australia 6000 Re: 2000 Bell 430 Helicopter, Serial No. 49063, Australian Registration No. VH VGG Ladies and Gentlemen: Freedom Air International, Inc. ("Purchaser") hereby expresses its intent to purchase from Commonwealth Bank of Australia/Devereaux Holdings PTY, LTD ("Seller") that certain 2000 Bell 430 helicopter bearing Manufacturer's Serial No. 49063 and Australian Registration No. VH VGG, together with its equipped engines and all avionics, equipment, systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, and also including all loose equipment that is normally or currently part of the helicopter and all aircraft records and documents associated with the helicopter, all as is to be more particularly described in the definitive written Aircraft Purchase Agreement described below (collectively, the "Aircraft"), subject to the following terms and conditions: I. The total purchase price for the Aircraft shall be the sum of Two Million Three Hundred Thousand U.S. Dollars (US$2,300,000.00), payable as follows: (a) Within five (5) business days after Seller's acceptance of this Letter of Intent ("LOI"), Purchaser shall wire transfer a fully refundable One Hundred Thousand U.S. Dollar (US$100,000.00) deposit (the "Deposit") to Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma, Attn: Joan Roberts, Vice President (the "Escrow Agent"), which Deposit shall be held in escrow and disbursed in accordance with the terms and conditions set forth in the definitive written Aircraft Purchase Agreement described below (the "Purchase Agreement"); and EFTA00584052