EXCLUSIVE AIRCRAFT ACQUISITION AGREEMENT This EXCLUSIVE AIRCRAFT ACQUISITION AGREEMENT (hereinafter the "AGREEMENT") is entered into this day of 2005, by and between OPUS AERONAUTICS LIMITED (hereinafter "REPRESENTATIVE"), a Monaco S.A.R.L. corporation, with its principal office at !0 Avenue Grande Bretagne , Monte Carlo , Monaco 98000 and (hereinafter "BUYER") a corporation, with its principal office at Telephone Number: ( ) , Facsimile Number: ( ) In consideration of services to be performed by REPRESENTATIVE as provided for herein, BUYER hereby appoints REPRESENTATIVE to act as BUYER's exclusive representative in connection with the purchase of Boeing BBJ S/N 30884 Reg: No: A6-DFR (hereinafter the "AIRCRAFT") for BUYER. 1. The term of this AGREEMENT shall be from the date hereof until the 15th May 2017 or until the AIRCRAFT is purchased and/or leased or until terminated by either party upon thirty (30) days written notice but except for a sale and/or lease, in no event for less than twelve (12) months. BUYER and REPRESENTATIVE agree that they will keep confidential the terms of this AGREEMENT and of any resulting purchase and/or lease. (b) REPRESENTATIVE shall on behalf of the BUYER negotiate the terms of the purchase and/or lease and shall provide all correspondence pertaining to the transaction to the BUYER. 2. In the event an AIRCRAFT is purchased , BUYER agrees to pay REPRESENTATIVE an aircraft brokerage fee by wire transfer in U.S. Dollars immediately upon the earlier of: (a) (b) (c) Passing of title or, Transfer of possession of the AIRCRAFT or, Receipt by seller of payment of the sales price of the AIRCRAFT and/or in the case of a lease, receipt by the lessor of the initial lease rental for the AIRCRAFT. REPRESENTATIVE's aircraft brokerage fee shall be 3. REPRESENTATIVE shall be entitled to its aircraft brokerage fee hereunder as follows: The purchase and/or lease of an AIRCRAFT entered into by BUYER direct