LETTER OF INTENT Feb' ittn. 2(114 1( kSti ( anzitizt I (d. Attention: Andre Khury Re: 1997 Gulfstream Aerospace GV Serial No. 506, U.S. Registration No. N33XE Gentlemen: PLAN D, LLC ("Purchaser") hereby expresses to ACASS Canada Ltd., acting as agent for an undisclosed principal ("Seller"), Purchaser's intent to purchase from Seller that certain Gulfstream Aerospace GV aircraft bearing serial number 506 and United States registration number N33XE, together with its equipped engines and all avionics, equipment, systems, furnishings and accessories installed on, contained in, attached to or included with said aircraft and engines, all items set forth on Schedule A attached hereto and all loose equipment that is normally or currently part of or included with said aircraft and engines, and also including all aircraft records and documents associated with the aircraft, 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: I. The total purchase price for the Aircraft shall be the sum of Thirteen Million One Hundred Thousand U.S. Dollars (US$13,100,000.00), 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 Two Hundred Fifty Thousand U.S. Dollar (US$250,000.00) 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 below and in the definitive written Aircraft Purchase Agreement described below (the "Purchase Agreement"); and The balance of the purchase price for the Aircraft in the amount of Twelve Million Eight Hundred Fifty Thousand U.S. Dollars (US$12,850,000.00) shall be paid at the closing