OFFER TO PURCHASE From Purchaser: ROGER 0. WETHERHOLT and/or Assign [Address] To Seller: JEGE, INC. 457 Madison Ave. New York, NY 10022 C/o: Gary Anzalone, Managing Member I Ref: Boeing 727-100 Aircraft Serial Number 20115; Registration N908JE (the "Aircraft") Ladies and Gentlemen: This Offer to Purchase (the "Offer") shall serve to confirm all of the salient terms and provisions pursuant to which the Purchaser and/or designated affiliate (the "Purchaser") offers to purchase and acquire the above referenced Aircraft, it being understood and agreed that as soon as is reasonably practicable after the date hereof, the parties (and/or their respective counsel) will cooperate with each other, in using their respective, good faith efforts to negotiate, prepare and execute a mutually acceptable Purchase and Sale Agreement (the "Agreement") which shall be provided by the Seller to the Purchaser and contain the terms set forth hereinbelow and such additional terms and provisions as are usual and customary, in the industry, for transactions similar to the transaction contemplated hereby. I. Purchase Price The sum of Million (USS .00) United States Dollars. 2. Deposit Within (2) business days of the Purchaser's signature of this Offer and in advance of the Seller's acceptance of this Offer, the Purchaser will send a wire-transfer to the account of the Escrow Agent in the amount of Two Hundred Fifty Thousand (US$250,000.00) United States Dollars (the "Deposit") which shall remain fully refundable to the Purchaser until the execution of the Agreement, at which time the Deposit shall be governed by the terms of the Agreement. 3. Escrow Agent and Account Purchaser shall place the Deposit into Escrow with Insured Aircraft Title Service Inc. of Oklahoma City, Oklahoma (the "Escrow Agent"), per the account details listed below. Beneficiary Bank: INTEL BANK OF COMMERCE ABA SWIFT CODE FOR INT'L WIRES # IBCLUS44 1200 San Bernardo Laredo, Texas 78040