LETTER OF INTENT June 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 200 Wilmington, DE 19803 Re: Keystone (Sikorsky) S-76C-HF Aircraft, Serial No. 760750. U.S. Registration No. N722JE Ladies and Gentlemen: ASI Wings, LLC ("Purchaser") hereby expresses its intent to purchase from Freedom Air International, Inc. ("Seller") that certain Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C-HF) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE and two (2) Turbomeca Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with 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 Aircraft Purchase Agreement described below (collectively, the "Aircraft"), subject to the following terms and conditions: I. The total purchase price shall be the sum of Eleven Million Nine Hundred Thousand U.S. Dollars (US$11,900,000.00) payable as follows: (a) (b) Within three (3) business days after Seller's acceptance of this Letter of Intent ("LOI"), Purchaser shall wire transfer a fully refundable US$100,000.00 deposit (the "Deposit") to Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma, Attn: Kirk Woford, 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 Aircraft Purchase Agreement described below (the "Purchase Agreement"); and The balance of the purchase price in the amount of US$11,800,000.00 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