01/05/2012 18:27 19735971174 PAGE 01 LETTER OF INTENT January 5, 2012 Greenwich Aerogroup Brazil Leasing. Inc. Re: Sikorsky 5-76C+ Helicopter. Serial No. 760472 Dear Sirs: Freedom Air International, Inc. ("Seller") hereby expresses its intent to sell to Greenwich Aerogroup Brazil Leasing, Inc. ("Purchaser") that certain Sikorsky S-76C+ helicopter bearing Manufacturer's Serial No. 760472. 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 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: 1. The total purchase price for the Aircraft shall be the sum of Two Million Two Hundred Thousand U.S. Dollars (US$2,200,000.00), payable as follows: (a) Within five (5) business days after Purchaser'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 (b) The balance of the purchase price for the Aircraft in the amount of Two Million One Hundred Thousand U.S. Dollars (US$2,100,000.00) shall be paid at the closing provided for in the Purchase Agreement, said purchase price balance to be wire transferred prior to such closing into a special escrow account of the Escrow Agent for its disbursement in accordan