LETTER OF INTENT For the purchase of 1999 Boein Business Jet aircraft bearing Manufacturer's Serial No. and U.S. Registration No. hereinafter the "Aircraft"), plus installed engines, records and accessories Avioneta Holdings LLC ("Purchaser") hereby submits the following letter of intent ("LOI") to purchase the Aircraft from Seller upon the following terms and conditions. I. The purchase price tendered for the Aircraft is: Twenty Seven Million US Dollars ($27,000,000). 2. Purchaser offers to purchase the Aircraft from Seller in the following condition: (i) being free and clear of all liens and encumbrances; (ii) in airworthy condition, with Airworthiness Directives and mandatory Service Bulletins fully complied with, (iii) with flight systems fully operational; (iv) being enrolled and current on the manufacturers' recommended maintenance program, (v) with records, logs, schematics, manuals, and wiring diagrams in the Seller's possession; and (vi) with accessories in owners possession belonging to the Aircraft. 3. Not later than three (3) business days after Seller accepts this LOI, Purchaser shall tender a good faith deposit in the amount of Two Million Seven Hundred Thousand United States Dollars ($2,700,000) (the "Deposit") in escrow with Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma (the "Escrow Agent"). The Deposit shall be refundable and held by Escrow Agent. Fees payable to the Escrow Agent shall be shared equally between Purchaser and Seller. 4. Not later than five (5) business days after Seller accepts this LOI, Purchaser shall deliver to Seller a draft Aircraft Sales Agreement containing terms consistent with those provided herein and other mutally acceptable terms and provisions. Seller and Purchaser shall use reasonable efforts to execute and a mutually agreeable Aircraft Sales Agreement not later than ten (10) business days after Seller accepts this LOI. The purchase and sale of the Aircaft shall be subject to t