Purchase Agreement v2004k US

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The Intelligent AircraftOwnership Alternative

US Purchase Agreement

Version 2004.k

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OurPLANECorp.

USE LICENSE AGREEMENT

PARTIES:

THIS AGREEMENT made this _______ day of _______, 2004. by and between:

OurPLANE Corp., a corporation organized and existing under the laws of New York andhaving offices at 159 Linwood Avenue, Buffalo, New York 14209 and Box 3047 London,Ontario, Canada N6A 4C6 (hereinafter referred to as "OurPLANE''), and

The party whose name and signature appears at the end of this Agreement, (hereinafterreferred to as "Pilot'').

PREAMBLE:

OurPLANE has developed its Fractional Ownership Program for individuals and businessesto have affordable access to reasonably new general aviation aircraft by offering a limitednumber of use licenses in each OurPLANE aircraft, and

OurPLANE has purchased the aircraft described in Schedule A below (hereinafter referredto as the Primary Aircraft) and other aircraft, and intends to purchase additional aircraftfor use in its Fractional Ownership Program, and

Pilot, by entering into this Use License under OurPLANEs Fractional Ownership Program will have access to the Primary Aircraft, and such other aircraft (hereinafter, the OtherAircraft) as may become available for its use as a member of the Fractional Ownership

Program in accordance with the terms hereof. (The Primary Aircraft and the Other Aircraftare referred to collectively in this Agreement as the Aircraft.)

AGREEMENT:

SECTION I: GRANT OF USE LICENSE:FEES AND TERM OF LICENSE; RENEWALS

1. Grant of Use License in Primary Aircraft; Term. OurPLANE hereby grants Pilot a UseLicense in the "Primary Aircraft'' at the level of participation (Bronze, Silver, Gold orPlatinum) described in Schedule "A" hereto for a period of five (5) years from the date ofaircraft purchase by OurPLANE.

2. Use of Other Aircraft by Pilot; Reciprocal Use of Primary Aircraft by Other Pilots.Pilots Use License shall also provide Pilot access to the Other Aircraft in the OurPLANEFractional Ownership Program PLANELINK (herein called PLANELINK), including otheraircraft at Pilots/Primary Aircrafts home base airport that Pilot is qualified to fly, whereversaid aircraft are based: (1) which are of the same aircraft make and model as the PrimaryAircraft or, if another make and/or model, have been categorized by OurPLANE as anequally qualified aircraft to the Pilots Primary Aircraft; and (2) for which Other AircraftPilots Named Pilot is qualified and current to act as pilot in command as determined byOurPLANE and its insurers. Pilots right to use the Other Aircraft shall be subject to:

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a) payment of any costs for the PLANELINK option,b) the hourly rates charged for the Other Aircraft will be the then current local price

in the local currency (currency of country in which the aircrafts home base islocated),

c) the maximum hours allocated to any Pilot in Schedule A hereto, with limitedlength of any single booking of not more than 7 days, and subject to OurPLANE's

overriding right, to be exercised reasonably and as required, to ensure that theOther Aircraft is available to the Pilots for whom such Aircraft is the PrimaryAircraft.

The Pilot must pay the costs of establishing and maintaining its Named Pilots proficiencyand currency in each make and/or model of aircraft used, in accordance with the thencurrent OurPLANE requirements for that make and model of aircraft. Reciprocal access toPilots Primary Aircraft shall be granted to the Pilots on the Other Aircraft in OurPLANEsFractional Ownership Program.

3. Initial License Fee, Monthly Fixed Aircraft Fee and Hourly Rate Fee. In considerationof the grant of the Use License, Pilot agrees to pay to OurPLANE:

a) the Initial License Fee as set forth in Schedule A attached;b) the Monthly Fixed Aircraft Fee as set forth in Schedule A attached; and,c) the Hourly Operating Fee as set forth in Schedule A attached.

4. Payment of Fees. Pilot agrees to place a $5,000 non refundable* deposit to holdhis/her Use License for a period of 14 days, allowing Pilot sufficient time to remit his/herbalance for the Initial License Fee or confirm alternative financing. Where Pilot ispurchasing the Use License on an aircraft to be delivered at a future date, Pilots balance

will be due 14 days prior to the delivery date provided by OurPLANE. Payments may bemade by bank wire transfer, or cashiers check, or Pilot may provide a void check from abank checking account for automatic debit. An inventory carrying cost of $50 per day willbe charged on overdue accounts. The Monthly Fixed Aircraft Fee and The HourlyOperating Fee shall be payable on the 10th day of each calendar month during the initial orany renewal term of this Agreement. *Deposits may be refunded in certain circumstances,including cases when Pilot provides evidence within 14 days of deposit that Pilotsapplication for financing has been rejected or medical not approved.

5. Annual Adjustment to Monthly Fixed Aircraft Fee and Hourly Operating Fee.OurPLANE reserves the right to make annual adjustments to the Monthly Fixed AircraftFee and Hourly Operating Fee to cover increases in operational and administrative costs.

The maximum increase for any calendar year shall be 10% for each of the Monthly FixedAircraft Fee and the Hourly Operating Fee. OurPLANE shall provide one (1) months

notification to all Pilots prior to implementation of any increase.

6. Fuel Adjustment Surcharge. Due to substantial fluctuations in the cost of aviationfuel, OurPLANE reserves the right to make a fuel adjustment surcharge in excess of themaximum annual Hourly Operating Fee increase of 10% in the event that aviation fuelprices increase more than 10% in any calendar quarter during the initial term or renewalterm (if exercised) of this Agreement. The fuel adjustment surcharge may be made at theend of each calendar quarter. The fuel adjustment surcharge will be based upon averagefuel price increases in the region in which the Aircraft Base Airport is located as set forth inindustry organizations such as AOPA Fuel Report, etc.

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7. License Participation Level Upgrade or Downgrade. At any time during the Term, Pilotmay upgrade its Participation Level on the Primary Aircraft (subject to availability), uponpayment to OurPLANE of the difference between the License Fee then in effect for theupgraded Participation Level and 100% of the Initial License Fee paid by Pilot under thisAgreement. Pilot may downgrade its Participation Level on the Primary Aircraft wherebyOurPLANE will credit 100% of the Initial License Fee to the Pilot towards the purchase ofthe downgraded Participation Level and credit any remaining difference to their next

invoice. Changes to Pilots Participation Level do not change the length of term as insection 8 below.

8. Renewal of License. Pilot may renew its Use License granted every five (5) years asdescribed in para. (23) below. License renewal for each additional period of five (5) years isautomatic, unless notice of termination by Pilot or OurPLANE is received in writing, notless than three (3) months prior to the end of the term of this Agreement, and all termsafterward. Pilot agrees that such renewal will be at the then current Monthly Fixed AircraftFee and Hourly Operating Fee rates, and then current OurPLANE agreementparameters/conditions. Pilot is subject to a renewal fee of $150.

SECTION II: SCHEDULING AND USE OF THE AIRCRAFT

9. Scheduling of Primary Aircraft. Scheduling and use of the Primary Aircraft by thePilot and all other Pilots who have entered into a Use Agreement for the Primary Aircraft(the Other Pilots) shall be determined pursuant to the OurPLANE scheduling rules andrequirements as set forth in Schedule "B" attached. Pilot agrees to abide by those rulesand requirements. OurPLANE reserves the right, if it deems the same necessary, to makereasonable amendments, fees and/or establish additional rules and requirementsgoverning scheduling of the Primary Aircraft to prevent abuses by the Pilot or Other Pilots.

10. Long Term Bookings. Pilot may schedule the Primary Aircraft for not more thanthree (3) trips of two (2) weeks away from the Aircraft Base Airport in each twelve (12)month period following the Commencement Date. OurPLANE reserves the right to changethis allowance as our fleet of aircraft grows. Pilot shall notify OurPLANE of its itineraryduring said long term bookings and, if the Primary Aircraft is not being used by Pilot forany periods during the scheduled booking period, the Primary Aircraft shall be madeavailable to other Pilots in the Fractional Ownership Program during those non-useperiods.

11. Scheduling Service Only: No Operational Control by OurPLANE. It is agreed that inproviding the scheduling service to the Pilot and Other Pilots, OurPLANE is not acting inany way relative to the dispatching of the Aircraft nor exercising any operational controlover the Primary Aircraft or the Other Aircraft. Pilot shall at all times have sole and

complete control over the dispatching and the operation of the Aircraft under this UseLicense Agreement.

12. Named Pilots. Pilot shall designate the person who shall act as its pilot in commandof the Aircraft on Schedule A attached. The proposed pilot in command (the NamedPilot) shall, at a minimum, have the following qualifications: (i) hold a current and validprivate pilot certificate; (ii) hold a current and valid Class III medical certificate; (iii) have

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accumulated at least 100 hours of total flight time in fixed wing aircraft1; and (iv) have anaccident and certificate history acceptable to OurPLANE and its insurers. The Named Pilotshall complete the Pilot Details portion of Schedule A annexed and shall complete andsubmit pilot history forms as may be required from time to time by OurPLANE and/or itsinsurance brokers and carriers. In the event that Pilot shall decide to change its NamedPilot, Pilot shall cause the prospective new Named Pilot to submit his or her informationand pilot history to OurPLANE and its insurers before operating the Aircraft.

13. Fuel Purchases. Fuel shall be purchased by the Pilot on the OurPLANE Fuel cardpursuant to the Operational Guidelines.

14. Use Determined by Hobbs Time. Pilot agrees that Pilots use of the Aircraft forpurposes of determining Hourly Operating Fees and all other purposes related to thisAgreement shall be calculated based on Hobbs meter time. Pilot agrees to enter the startand end times from the Hobbs meter in the aircraft use log maintained in the Aircraft. Afailure to enter the correct Hobbs start time may result in Pilot being charged for use of theAircraft from the last ending entry in the aircraft use log.

15. Additional Costs. In addition to the Monthly Fixed Aircraft Fee and Hourly OperatingFee described above, Pilot shall be responsible for certain additional costs and expensesincurred by Pilot in operating the Aircraft including but not limited to the following: alllanding fees, parking, hangar rent, storage and tie-down fees at all airports except the AircraftBase Airport described in Schedule A; all customs charges and fees and similar costsincurred by Pilot with respect to all flights outside of the United States; all costs for providingin-flight meals, snacks and beverages for Pilots pilots and passengers; all taxes, fees,assessments, fines and penalties due, assessed or levied by any taxing authority orgovernmental agency or authority which relate to the possession, use or operation of theAircraft by Pilot and any extraordinary aircraft cleaning charges as a result of the Pilots useof the aircraft. Any charges incurred by OurPLANE that are the responsibility of the Pilotshall be paid by OurPLANE and invoiced to the Pilot on a monthly basis.

16. Compliance with Federal Aviation Regulations and Insurance Requirements. Pilotagrees that it shall, at all times, operate the Aircraft in strict compliance with the FederalAviation Regulations, the Airworthiness Certificate, the Pilots Operating Handbook(POH), any other applicable laws, rules and regulations and the terms and conditions ofthe insurance coverage provided by OurPLANE for the Aircraft.

17. Compliance with Operational Guidelines. Pilot and its Named Pilot shall comply with the Operational Guidelines as set forth in Schedule C attached, and with anyamendments or changes to those Operational Guidelines. Failure to adhere to or violationof any operational guideline or any incidents /accidents involving Pilot error, as judged byOurPLANE, may result in a termination of Pilots use license in accordance to paragraph 40

A (c) Early Termination by OurPLANE.

18. Personal Use Only; No Commercial Use; Warranties and Covenants of Pilot. Pilotacknowledges and agrees that Pilot has purchased the Use License for Pilots personal useand not with any intention or expectation of a return or profit. Pilot warrants and

1 The 100 hour total time minimum applies only to Cessna 182. Pilots are required to have a minimum number of 60 total

hours for the Piper Archer or Cessna 172 aircraft. Other makes and modelsespecially those defined as high performanceand/or complex aircraft will require a higher total and/or PIC time.

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covenants to OurPLANE, at all times during the term and the renewal terms (if exercised) ofthis Agreement, that in operating the Aircraft:

a) Pilot will commit or permit no act or failure to act such as may impair theregistration of the Aircraft;

b) Pilot will not use or permit the use of the Aircraft for any illegal purpose or forpurposes of providing transportation of passengers or cargo in air commerce for

compensation or hire;c) Pilot will not operate the Aircraft unless appropriate insurance coverage is in effect;d) Pilot will not operate the aircraft without first ascertaining that (i) the aircraft is in

airworthy condition; (ii) that all maintenance and inspection requirements underthe FARs have been met; (iii) complete preflight damage inspection anddocumentation have been completed, and (iv) that all required papers anddocuments are on board the Aircraft;

e) Pilot will not permit any person except its Named Pilot or the Named Pilots of theOther Pilots to operate the aircraft, nor to occupy the left seat during any groundor flight operations, nor allow any person other than Named Pilots to act as pilot incommand of the Aircraft; and

f) Pilot will not operate or locate the Aircraft, or suffer the Aircraft to be operated orlocated in any area excluded from coverage by any insurance required or to beprovided under the terms of this Agreement;

g) Pilot shall not cause or permit, through any act or failure to act, any liens, claimsor encumbrances to attach to the Aircraft and Pilot agrees to indemnify OurPLANEfor any and all costs incurred in defending against or removing any such lien,claim or encumbrance, including its reasonable attorneys fees.

19. Relocation of Aircraft. At all times during the term and the additional terms (ifexercised), OurPLANE reserves the right, in its sole discretion, to relocate to the PrimaryAircraft to an airport other that the Aircraft Base Airport set forth in Schedule A upongiving Pilot one calendar months notice of the aircraft relocation. In the event thatOurPLANE exercises its right to relocate the Primary Aircraft, Pilot shall have the option tocontinue this Use License Agreement in force, or at Pilots sole option, Pilot may deem suchrelocation to constitute an early termination of this Agreement by OurPLANE and, in thatevent, Pilot shall have the same refund rights as it would be entitled to under Paragraph40(b) below.

SECTION III: AGREEMENTS AND COVENANTS OF OurPLANE

20. Maximum Number of Use Licenses. OurPLANE agrees that no more than eight (8)Pilots shall be granted Use Licenses for the Primary Aircraft.

21. Maintenance of Aircraft. Throughout the term and the renewal terms (if exercised) ofthis Agreement, OurPLANE shall perform or cause to be performed all maintenance, repairs,inspections and overhaul work necessary to maintain the Aircraft in airworthy condition at itssole cost and expense. No additional charge will be made to Pilot for the cost of such regularmaintenance. Notwithstanding the foregoing, however, Pilot shall be responsible for the costof repairing any and all damage to the Aircraft which occurs as the result of the negligent,accidental or improper use of the Aircraft by Pilot or its Named Pilot and which damage is notreimbursed by OurPLANE insurance coverage. Such damage shall include, but not be limitedto, damage arising from Pilots operation of the Aircraft with knowledge of a defective

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condition unless such defect could not have been reasonably discovered by Pilot in advance ofthe occurrence of the damage.

22. Condition of Aircraft. OurPLANE agrees to make all reasonable effort: (i) to rectifyany defects and squawks in a timely fashion; (ii) to keep the Aircraft in good cosmeticappearance, including, as necessary and in OurPLANE sole discretion, re-painting theexterior and refurbishing the interior of the Aircraft; (iii) to maintain all records, logs and

other materials required by the FAA to be maintained in respect of the Aircraft and makethe same available for Pilot's inspection at all reasonable times.

23. Replacement of Aircraft. OurPLANE agrees to replace the Primary Aircraft duringthe 5th year, and every 5th year, of operation from date of aircraft purchase by OurPLANE.OurPLANE will allocate, and Pilot agrees to pay, the difference between the best resale pricefor the Primary Aircraft received & determined by OurPLANE (using the used aircraft bluebooking estimator) for the Primary Aircraft and the retail cost to OurPLANE for thereplacement Primary Aircraft in the proportion of BRONZE: 10%, SILVER: 11.5%, GOLD:13.5%, PLATINUM: 15%. OurPLANE agrees to replace the Primary Aircraft with a similarmake and model and having similar performance, equipment, and avionics as the aircraft itis replacing. If a reasonably new replacement Primary Aircraft of the same make and modelis no longer being produced, then the Primary Aircraft will be replaced by a reasonably newPrimary Aircraft of equal or better type, performance, and equipment as the originalAircraft.

Alternatively, if Pilot chooses not to upgrade to the new replacement Primary Aircraft ateach 5 year aircraft replacement point, OurPLANE will pay to Pilot, after resale, aproportionate amount of the resale price realized on the Primary Aircraft in the followingproportions: BRONZE: 9%, SILVER: 10.5%, GOLD: 12.5%, PLATINUM: 14%.

Upon replacement of the Primary Aircraft by a reasonably new aircraft, this Use License, with then current agreement parameters, shall automatically be transferred to the

replacement aircraft and the replacement aircraft shall be deemed to be the PrimaryAircraft referred to in this Agreement. Should Pilots Primary Aircraft be out of service formore than 90 days due to total aircraft destruction, and if an equal replacement cannot beacquired into service within 90 days, Pilots Monthly Fixed Fees cease thereafter until suchtime as a an equal replacement is available for the Pilot. OurPLANE will exercise allreasonable efforts to return the Primary Aircraft to service as soon as possible, or if that isnot possible, to provide a permanent replacement aircraft.

24. Hull and Liability Insurance Provided by OurPLANE. OurPLANE, at all times duringthe term and renewal terms (if exercised) of this Agreement, agrees to arrange for andobtain, at its sole cost and expense, all risk aircraft hull insurance in an amount equal tothe replacement cost of the aircraft less the applicable deductible and third party bodily

injury and property damage coverage, including passenger legal liability, in an amount notless than $1,000,000 smooth or as available in the general aviation insurance market. Theabove described insurance coverage is subject to the terms, conditions and limitations ofthe policy as set out in Schedule E of this agreement and as amended and renewed fromtime to time. It is the responsibility of the Pilot to operate the aircraft in accordance withthe insurance policy terms and conditions.

a) All insurance policies will permit the Aircraft to be flown anywhere in North America(Mexico), including the Caribbean (except in Cuban airspace or as may otherwiseprohibited by Federal law or the local law or any foreign jurisdiction).

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b) All insurance policies will contain waiver of subrogation for the Pilot and its NamedPilot.

c) Such Insurance shall be maintained by OurPLANE in full force and effect throughoutthe term and the renewal terms (if exercised) of this Agreement.

d) Such Insurance shall provide for not less than 90 days advance notice ofcancellation or material alteration.

e) OurPLANE will cause the Pilot to be added as an additional named insured under the

policy for the Aircraft.f) OurPLANE will cause the Named Pilot to be listed as a named pilot under the policy

in the event that the Named Pilot does not meet the open pilot warranty terms of thepolicy.

Notwithstanding the foregoing, in the event that the Pilot is a corporation, or is not theNamed Pilot under this Agreement, Pilot shall be solely responsible for providing workerscompensation coverage for the Named Pilot and any employees (actual or statutory) carriedas passengers on the Aircraft.

25. Additional Insurance By Pilot. Nothing contained herein is intended to restrict theright of Pilot, at its sole cost and expense, from purchasing any additional insurance on theAircraft, Named Pilot and/or passengers provided that details in regard to such additionalinsurance are provided to OurPLANE and any additional insurance does not impair theinsurance placed by OurPLANE for the benefit of all Pilots.

26. No Consequential Damages. Pilot acknowledges and agrees that OurPLANE shallnot be liable for delay or failure to furnish the Aircraft pursuant to this Agreement whensuch failure is caused by government regulation or authority (but not includingOurPLANEs failure to abide by government regulations in place at the time of thisagreement being entered into), sudden or unexpected mechanical difficulty, accident ordamage, war, civil commotion, strikes or labor disputes, weather conditions, Act of God, orother reasons beyond its control such as the failure of one of the Other Pilots to return theAircraft to the Aircraft Base Airport as scheduled. OurPLANE shall not be liable to Pilot forany indirect, special or consequential damages caused directly or indirectly by such delayor failure to furnish the Aircraft.

27. Administrative Assistance; Fees. Administrative/miscellaneous assistance providedby OurPLANE shall be charged to the Pilot at the rate of $30.00 per hour, subject toannual adjustment. OurPLANE reserves the right to charge the Pilot for any expensesincurred by OurPLANE as a result of the Pilot's gross negligence in the operation of theAircraft.

28. No Ownership Interest in Aircraft: License Interest Only:: Pilot hereby acknowledgesthat by entering into this Use License Agreement for the Primary Aircraft, there is not

created any ownership right, title or interest by the Pilot in the Primary Aircraft or theOther Aircraft: the Use License creates a limited access interest permitting Pilot to use andoperate the Aircraft.

29. No Business Interest between OurPLANE and Pilot: Pilot acknowledges and agreesthat by entering into this Use Agreement there is no intent on the part of OurPLANE orPilot to create any partnership, joint venture or other commercial agreement between Pilotand OurPLANE and Pilot has no authority to act as the agent of OurPLANE in dealing withany third party.

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SECTION IV: DEFAULT PROVISIONS

30. Loss of Access to Aircraft Upon Default; 10-Day Period to Cure. Upon theoccurrence of any Event of Default (as defined below) under this Use Agreement which isnot cured within ten (10) days after written notice to Pilot, Pilot will cease to have anyaccess or ability to use the Aircraft and Pilot covenants and agrees to return its aircraft

keys to OurPLANE within one (1) business day or pay a $500 surcharge which may be usedto change aircraft and hangar locks and reissue new keys to the Other Pilots. If the defaultis remedied within the time period for remedying same, then the Pilots keys shall bereissued and access to the Aircraft shall be reinstated.

31. Termination of License Upon Continuing Default. If any Event of Default has notbeen cured by the Pilot within thirty (30) days after the end of the initial ten (10) day cureperiod, the License shall be automatically forfeited by the Pilot and terminated. Suchtermination shall be deemed an early termination and shall be subject to an earlytermination charge equal to three (3) months of Monthly Fixed Aircraft Fees.

32. Early Termination Charge. In the event of an involuntary, or voluntary forfeiture ofthe Use License without three months notice, an early termination charge shall be paid toOurPLANE of three (3) months of Monthly Fixed Aircraft Fees. In addition to the foregoing,OurPLANE shall have all right to bring an action against Pilot for all sums which may bethen due and owing and to pursue all other remedies available to it at law or in equity forcollection of same. Pilot shall not be responsible for any Monthly Fees after the automaticforfeiture and termination of the License except as aforesaid. In addition, Pilot shall beliable to OurPLANE for all expenses incurred relative to resolving the said Default,including its reasonable attorneys fees.

33. Events of Default. For the purposes hereof, the term "Event of Default" shall meanthe occurrence and continuation of any of the following events of default hereunder:

a) the failure of the Pilot to pay when due the Monthly Fixed Aircraft Fee, the HourlyOperating Fees and such other amounts that may become due hereunder;

b) the causing or permitting by Pilot, through any act or failure to act, of any lien,claim or encumbrance to attach to the Aircraft, other than such lien, claim orencumbrance that is pre-approved in writing by OurPLANE;

c) the material breach by Pilot of any other material provision of this Agreement,which material breach shall continue for 10 days after written notice to Pilot; or

d) if Pilot shall:i) admit in writing its inability to pay, or failure to pay, debts generally as they

become due;ii) file a petition in bankruptcy or a petition to take advantage of any

insolvency act or file an answer admitting or failing to deny the materialallegations of such petition;iii) make an assignment for the benefit of its creditors;iv) have appointed a receiver for itself or for the whole or substantially all of its

property;v) file a voluntary petition in bankruptcy or have an involuntary petition in

bankruptcy filed against it, or be adjudicated or have an order for reliefgranted as, a debtor in bankruptcy; or,

vi) file a petition or answer seeking reorganization or arrangement or other aidor relief under any bankruptcy or insolvency laws or any other law for the

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relief of debtors or file an answer admitting, or fail to deny, the materialallegations of a petition filed against it for any such relief;

vii) entry of an order, judgment or decree in any court of competent jurisdictionappointing, without the consent of the Pilot, a custodian or receiver for Pilotor the whole or substantially all of its property, or approving a petition filedagainst it seeking reorganization or arrangement of Pilot under anybankruptcy or insolvency laws or any other law for the relief of debtors, and

such order, judgment or decree shall not be vacated or set aside or stayedwithin sixty (60) days from the date of entry thereof; or

viii) assumption of custody or control of Pilot or the whole or any substantialpart of its property by any court of competent jurisdiction, under theprovision of any law for the relief of debtors, and such custody or controlshall not be terminated or stayed within (60) days from the date ofassumption of such custody or control.

SECTION V: AUTHORITY OF PARTIES TO ENTER INTO AGREEMENT

34. Representations and Warranties of OurPLANE. OurPLANE represents and warrantsto Pilot as follows:

a) OurPLANE is a corporation duly and validly organized and existing in goodstanding under the laws of the State of New York;

b) this Agreement constitutes the valid and binding obligation of OurPLANE andOurPLANE has the power and authority to enter into this Agreement and toexecute, deliver and receive all other instruments and documents to be executedand delivered and received, in connection with the transactions contemplatedhereunder;

c) there is no action, suit or proceeding pending against OurPLANE before or by anycourt, administrative agency or other governmental authority, or threatened, whichbrings into question the validity of, or in any way legally or financially (in the caseof performance) impairs or would if adversely determined impair the execution,delivery or performance by OurPLANE of this Agreement;

d) the execution and delivery of this Agreement by OurPLANE and the performance ofits obligations hereunder, have been duly authorized by all necessary corporateaction of OurPLANE and do not violate or conflict with (i) any provision ofOurPLANEs Certificate of Incorporation or by-laws, (ii) any law or any order, writ,injunction, decree, rule or regulation of any court, administrative agency or anyother governmental authority, or (iii) any agreement entered into or binding onOurPLANE whether relating to the Aircraft or otherwise; and

e) OurPLANE is not subject to any restriction (which has not been complied with) oragreement which, with or without the giving of notice, the passage of time, or both,

prohibits or would be violated by, or be in conflict with, the execution, delivery andconsummation of this Agreement.

35. Representations and Warranties of Pilot. Pilot represents and warrants toOurPLANE as follows:

a) Pilot has the power and the authority to enter into the Documents to be executedand delivered by Pilot, and to carry out the transactions contemplated under thisAgreement;

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b) Pilot, if a corporation, is duly and validly organized and existing and is organized,licensed and/or registered in the State where the Primary Aircraft is to based, andis in good standing under the laws of the state of its incorporation; the executionand delivery of the Documents by Pilot, and the performance of its obligationshereunder have been duly authorized by all necessary action of Pilot and do notviolate or conflict with (i) any provision of Pilot's Articles of Incorporation or by-laws, or (ii) any law or any order, writ, injunction, decree, rule or regulation of any

court, administrative agency or any other governmental authority; there is noaction, suit or proceeding pending or threatened against Pilot before any court,administrative agency or other governmental authority which brings into questionthe validity of, or might in any way impair, the execution, delivery or performanceby Pilot of any Document;

c) this Agreement constitutes the valid and binding obligation of Pilot and Pilot hasthe power and authority to enter into this Agreement and to execute, deliver andreceive all other instruments and documents to be executed and delivered andreceived, in connection with the transactions contemplated hereunder;

d) there is no action, suit or proceeding pending against Pilot before or by any court,administrative agency or other governmental authority, or threatened, which bringsinto question the validity of, or in any way legally or financially (in the case ofperformance) impairs or would if adversely determined impair the execution,delivery or performance by Pilot of this Agreement;

e) Pilot is not subject to any restriction (which has not been complied with) oragreement which, with or without the giving of notice, the passage of time, or both,prohibits or would be violated by, or be in conflict with, the execution, delivery andconsummation of this Agreement;

f) the Documents to be executed and delivered by Pilot constitute the valid andbinding obligations of Pilot enforceable in accordance with their respective terms,subject, however, to (i) laws of general application affecting creditors' rights and (ii)

judicial discretion, to which equitable remedies are subject.

36. Pilot Duties Non-Delegable. Pilot agrees that it shall at all times be liable for all of itsobligations under this Agreement and that in designating a Named Pilot other than Pilotitself, Pilot may not delegate any responsibility or obligation under this Agreement. Pilotshall, at all times, be fully liable for the acts and omissions of its Named Pilot and anyother person acting on its behalf in respect of this Use License Agreement.

SECTION VI: TERMINATION AND ASSIGNMENT OF LICENSE

37. Termination Under Agreement. This Use License Agreement shall terminate at theend of the calendar year of the Replacement Year, as set out in Schedule A, unlessterminated earlier pursuant to the provisions set forth below, or unless renewed pursuant

to the provisions of Paragraph 8 above, in which case it shall terminate at the end of thelast of the additional terms exercised by Pilot.

38. Transfer and Assignment of License Prior to Termination: At any time prior totermination, Pilot shall have the right to sell, but not assign, its Use License upon thefollowing terms: Pilot shall have the right to market its Use License to third parties at avalue determined by the Pilot; the Use License may be sold, but not assigned, only toanother individual or corporation who qualifies to be a Pilot pursuant to the terms of thisAgreement and who agrees to enter into the Use License Agreement issued by OurPLANE at

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the time of the sale for the balance of Pilots term (including any remaining renewal terms)with OurPLANE .

39. Early Termination by Pilot. For the first 12 months during the term of this UseLicense Agreement and provided that Pilot shall not be in default under the provisions ofhereof, Pilot shall have the option, on three (3) calendar months written notice, toterminate Pilots Use License. In the event that Pilot exercises its early termination option,

OurPLANE shall refund to Pilot any portion of its Initial License Fee remaining afterallowing for a reduction of 15% of the Initial License Fee from the Commencement Date setforth herein attached to the termination date set forth in Pilots notice; however, nothingherein shall relieve Pilot of its responsibility to pay all Monthly Fixed Aircraft Fees andHourly Operating Fees and all other amounts due or to become due up to the terminationdate. All refunds are provided when the Pilots Use License Agreement is resold.

40. Early Termination by OurPLANE. At any time during the term, or any additionalterm, of this Use License Agreement, OurPLANE shall have the right to terminate thisAgreement on one (1) calendar months notice to Pilot, in accordance with the associatedtermination procedures, upon the occurrence of such events as follows:

a) If Pilot violates operational guidelines (schedule C), OurPLANEs procedure towardstermination of the Pilots Use License Agreement is:

i) OurPLANE will advise Pilot in writing of Pilots violation and warn againstfurther violations within 5 days of OurPLANE becoming aware of the Pilotsviolation. Pilot is responsible for any and all costs associated with theviolation.

ii) Second Action: on repeat of the same or similar violation or upon a newviolation of equal severity in OurPLANEs sole discretion, OurPLANE willadvise Pilot in writing of second violation within 5 days of OurPLANEbecoming aware of the violation and warn against further violations. Pilot isresponsible for any and all costs associated with the violation. Pilot will alsobe charged a violation fee of up to $5000 to compensate OurPLANE fordeemed damages incurred by OurPLANE in having to resolve the Pilotsviolation.

iii) Final Action: on repeat of the same or similar violation, or upon a newviolation of equal severity in OurPLANEs sole discretion, OurPLANE willadvise Pilot in writing of third violation within 5 days of OurPLANEbecoming aware of the Pilots violation and shall be entitled to terminatethis Agreement on one calendar months notice to Pilot. Pilot is responsible

for any and all costs associated with the violation. Upon termination of thisAgreement as a result of violation of the Operational Guidelines, OurPLANEshall refund to Pilot the amount of Pilots Initial License Fee less apro ratareduction of the amount of the Initial License Fee for each month that hasexpired from the commencement date of the term to the date of terminationbased on a total of five (5) years. Pilot shall not be entitled to interest onthe Initial License Fee refund and OurPLANE shall have to right to deductfrom the refund any amounts outstanding for Monthly Maintenance andMonthly Use Fees owed by Pilot.

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b) If OurPLANE elects to terminate the Use License Agreement for any reason otherthan violation of operating guidelines, or for other cause as set forth in Section VIof this Agreement, and such termination occurs during the term of this Agreement,OurPLANE shall refund to Pilot the Initial License Fee paid on the commencementdate. Pilot shall not be entitled to interest on the Initial License Fee refund andOurPLANE shall have to right to deduct from the refund any amounts outstandingfor Monthly Maintenance, Hourly Use and Service Fees as owed by Pilot. If such

termination occurs after the term of this Agreement, OurPLANE shall have noobligation to refund to Pilot any portion of the Initial License Fee but shall refundto Pilot any renewal fee paid for the current additional term and a pro ratedamount of any Monthly Maintenance fees paid in advance by Pilot. All refunds areprovided when the Pilots Use License Agreement is resold.

41. Security for Early Termination Refund. In order to secure any obligation ofOurPLANE to make a refund to Pilot by reason of the early termination of this Agreementby either Pilot or OurPLANE, pursuant to the provisions of Articles 39 or 40 above,OurPLANE shall grant Pilot a non-exclusive, junior security interestin the Primary Aircraft.

a) The Aircraft Security Agreement to be provided by OurPLANE shall be in the form,and have the legal content of the form of Aircraft Security Agreement provided tothe Pilot upon request to OurPLANE.

b) In the event OurPLANE replaces the Primary Aircraft pursuant to Article 23 above,or for any other reason, Pilot shall execute and deliver a Release of SecurityAgreement in form acceptable for filing by the FAA Registration Branch to thePrimary Aircraft being replaced and OurPLANE shall execute and deliver a newAircraft Security Agreement to Pilot creating a security interest in the new PrimaryAircraft.

c) In the event there shall be an early termination of the Agreement, it shall be acondition of OurPLANEs obligation to make payment of any refund due to Pilot,that Pilot shall execute and deliver to OurPLANE a Release of Security Interest inform acceptable for filing by the FAA Registration Branch for all security intereststhen held by Pilot pursuant to this Agreement affecting OurPLANE and/or any ofthe Aircraft.

SECTION VII: MISCELLANEOUS

42. Agreement Binding on Assigns. Save and except as set forth in this clause, therights and obligations of the parties under this Agreement shall inure to the benefit of, andbe binding and enforceable upon, the respective successors, assigns, heirs and permittedtransferees of either party.

43. Corporate Designee. If Pilot is a Corporation, Pilot shall designate, on closing, anofficer or director of the Corporation who shall be responsible for ensuring the performanceof all obligations of the Corporation under this Agreement and all additional instrumentsmade in furtherance hereof.

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44. Entire Agreement. This Agreement constitutes the entire understanding among theparties with respect to the subject matter hereof, and any reasonable changes ormodifications due to changing business or economic conditions encountered by OurPLANEin its ongoing business operations, hereto must be made in writing to Pilot by OurPLANE

with 1 month advance notice prior to implementation and OurPLANE agrees that suchchanges shall not change the nature or spirit of this agreement.

45. Headings and Titles. The insertion of section and paragraph headings and titles isfor convenience of reference only and shall not affect or be utilized in the construction orinterpretation of this Agreement.

46. Situs, Jurisdiction and Venue. The parties agree that this Agreement shall beinterpreted in accordance with the laws of New York. The parties further agree that allactions or proceedings brought with regard to the interpretation or enforcement or thisagreement, or any provision hereof, or any disputes arising under this Agreement, shall bebrought in the New York Supreme Court, Erie County, New York or the United StatesDistrict Court for the Western District of New York, Buffalo Division.

47. Notices. Any notice, request or other communication to either party by the otherhereunder shall be made in writing and shall be deemed given on the earlier of the date (i)personally delivered with receipt acknowledged, or (ii) sent by recognized overnight courier,or (iii) sent by certified mail, return receipt requested, postage prepaid, or (iv) sent byfacsimile/email with a copy mailed by first class mail within three (3) days of thetransmission date.

48. All notices to OurPLANE, if sent by mail (including mailed copy of facsimile notices)or by overnight courier, shall be addressed to:

Attention: Dean M. DrewOurPLANE Corp.159 Linwood AvenueBuffalo NY 14209-2089

All notices to OurPLANE Corp., if sent by facsimile shall be transmitted to:Attention: Graham Casson, President, OurPLANE Corp. at 519.438.5636and Attention: Dean M. Drew, OurPLANE Corp. at 716.884.3707

All notices to Pilot shall be mailed and/or sent by overnight courier and/orsent by facsimile to the address and/or fax number for the Named Pilot setforth in Schedule A attached.

49. The address and/or facsimile number of a party to which notices or copies of notices

are to be given may be changed from time to time by such party by written notice to theother party.

50. Multiple Counterparts. This Agreement may be executed in one or morecounterparts each of which shall be deemed an original, all of which together shallconstitute one and the same agreement.

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51. Partial Invalidity. In the event that any one or more of the provisions of thisAgreement shall for any reason be held to be invalid, illegal or unenforceable, theremaining provisions of this Agreement shall be unimpaired and the invalid, illegal orunenforceable provision shall be replaced by a mutually acceptable provision, which, beingvalid, legal and enforceable, comes closest to the intention of the parties underlying theinvalid illegal or unenforceable provision.

52. Defined Terms. The defined terms of this Agreement shall be the "Defined Terms" ascontained in Schedule "C to this Fractional Ownership Program Use License Agreement.

IN WITNESS WHEREOF the parties hereto have caused these presents to be executed theday and year set forth next to their respective signatures. The persons signing below

warrant their authority to sign.

OurPLANE Corp.

Signature Date

Name Title

By signing below, Pilot agrees that he/she/it has read, understands and herebyunconditionally agree to all the terms listed in the foregoing Fractional Ownership ProgramUse License Agreement.

PILOTName (if Corporation):

Signature Date

Name (and Title if Corporate Officer)

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SCHEDULE A

Description of Use License

Pilot acknowledges the following in regard to the Fractional Ownership Program UseLicense Agreement as follows:

Aircraft Make/Model:

Aircraft Serial No.

FAA Registration No:

Program Level:

Initial License Fee:(Plus State Tax)

Monthly Fee:

Hourly Operating Fee:(Includes Fuel)

Annual Hour Allowance2:

Additional Hourly Rate:(if applicable)

Expected AircraftReplacement Year:

Training Costs:

2Allowed annual use of Aircraft for each twelve month period beginning on the Commencement Date. Unused hours

cannot be carried forward to future periods.

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Schedule A (contd)

Pilot Contact Information

Name:

Residence Address:

City/State/Zip Code:

Residence Telephone:

Business Telephone:

Business Facsimile:

Cell Telephone:

Email Address:

(if Corporationcomplete below)

Name of Corporation:

Corporate Address:


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Schedule A (contd)

Named Pilot Information

Name:

Residence Address:


Residence Telephone:

Business Telephone:

Cell Telephone:

Email Address:

FAA CertificateNumber:Pilot Certificate andRating(s):

Medical Cert.Date/Class:

Date of Last BFR:

Total Pilot Hours:Total Hours Past 12Months:

Total Hours Past 90Days:Hours in Make andModel:

I hereby acknowledge and authorize that I have fully read all the enclosed material andagree to its terms as stated.

Signature (Named Pilot)

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SCHEDULE B

Reservations Summary

PRIORITY RESERVATION SYSTEM*AVAILABLE 24 HOURS PER DAY at www.ourplane.com

or call TOLL-FREE: 1-877-RPLANE-1

BRONZEOwnership

SILVEROwnership

GOLDOwnership

PLATINUMOwnership

WeekdayAvailability1

AIRCRAFT MAY BE RESERVED AS FAR IN ADVANCE AS DESIRED

Book Up to ___ inadvance forWeekends

2 Weeks 1 Month 2 Months 3 Months

ADVANCEDBooking

Privileges2YES YES YES YES

Flights Cancelledinside 72 hrs prior

to departureAdministration fee of $30.00

(no charge for cancellation due to bad weather or Pilot

illness)

N/A

PRIORITYreservation system

and benefits.$3 per reserved non-flying hour, $21 per day max.,

waived for any flights over 500 NMN/A

* Reservations also accepted by Fax and E-Mail, 1 Weekdays are considered Monday 6 a.m. to Friday at 3 p.m. Reservations alsoaccepted by Fax and E-Mail. Pilot must reserve their aircraft prior to flight.2 Each owner may make one reservation per year up to one calendar year in advance. Additional parameters may apply.

NOTES: The PRIORITY Reservation system is designed to provide maximum aircraft availability to all users, but OurPLANE Inc. cannotguarantee the availability of the aircraft. OurPLANE reserves the right to make reasonable changes to the PRIORITY reservations system.

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SCHEDULE C

Operational Guidelines

The Aircraft shall be operated by Pilot in accordance with the following operationalguidelines:

1) The Aircraft may be operated only by the Named Pilot described in Schedule Aattached. Pilot is responsible for returning the Primary or Other Aircraft, to therespective Aircrafts base airport within the Pilots reserved time. Named Pilot mustschedule the use of the aircraft with OurPLANE prior to departure.

2) All operations shall comply with all requirements of the applicable regulatoryauthorities in the jurisdiction in which the Aircraft is being flown and at a minimumshall, at all times, be flown in accordance with the regulatory requirements of theFederal Aviation Administration if the same are not in conflict with the regulations ofthe country in which the Aircraft is being operated.

3) Pilot shall comply with all regulations requiring the filing of a flight plan or flight

itinerary, which shall include scheduled time of return with the appropriate FlightService Station on all flights intended to operate 50 nautical miles beyond the baseof the Aircraft. Should the Pilot experience a delay in return or an unscheduledlanding, Pilot shall comply with all requirements to advise regulatory authorities butin addition, shall simultaneously inform OurPLANE.

4) Should the Aircraft be subject to an unscheduled or forced landing, the Aircraft shallnot be moved or disturbed from the landing site until all necessary authorities andOurPLANE have been contacted. The foregoing notwithstanding, OurPLANEacknowledges that in exigent circumstances, Pilot may be required to exercise itsdiscretion and move the Aircraft to prevent further damage or to facilitate rescueoperations.

5) It shall be the Pilots responsibility to maintain all flight records of the Aircraftrequired by the regulatory authorities and in particular, to make accurate

Tachometer & Hobbs readings, and OurPLANE aircraft log entries, at the start andfinish of each flight and to record those times in the OurPLANE aircraft log.

6) Pilot shall report all defects or service requirements on the Aircraft to OurPLANE assoon as is practical. Pilot shall not conduct, nor shall Pilot authorize anymaintenance or servicing of the Aircraft, save and except for fueling and lubricants,prior to receiving OurPLANE approval. All reports of damage not recorded in theOurPLANE aircraft log but detected during the pre-flight inspection must be madeby telephone prior to take-off or Pilot accepts full responsibility for any damageclaimed against it regardless of cause of the responsibility.

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SCHEDULE C (contd)


12) Unless OurPLANE is otherwise advised at least 24 hours in advance of a scheduleddeparture, OurPLANE will completely fill the Aircraft tanks for each flight.

13) Pilots Named Pilot shall be responsible for ensuring for performing weight andbalance calculations and that all flights are conducted with the Aircraft beingoperated within the certified weight and center of gravity limits contained in the PilotOperating Handbook.

14) Pilot shall, at all times, be responsible for ensuring that the Aircraft is properlyparked with controls locked and securely tied down. When operating away from theAircraft Base Airport, the Pilot should attempt to have the Aircraft is hangared(where and if available) at Pilots expense. OurPLANE will, on at least 24 hoursnotice, arrange for hangar space and fuel services for the Pilot for trips away fromthe Aircraft Base Airport of the Aircraft. (Such service by OurPLANE will be made

free of charge)

15) Pilot shall be fully responsible for the Aircraft while it is in its care, custody andcontrol and Pilot may be held responsible for all deductibles under any insuranceclaim, or any future increased insurance costs attributed to an at faultaccident/incident.

16) All decisions regarding the actual and forecast weather minima for operations in theAircraft shall be at the discretion of the Pilots Named Pilot. OurPLANE guidelines forVFR flight are that the visibility shall not be less than three statute miles, the ceilingshall not be less than 1000 feet above ground level and surface winds shall be nogreater than 25 knots. Crosswinds shall not exceed 75% of the maximum

demonstrated for the Aircraft in the Pilots Operating Handbook.

17) Pilot shall not utilize the Aircraft for any illegal or commercial activities. Pilot shallnot utilize the Aircraft where such operation would be contrary to the privilegesallowed under the certificate and ratings held by its Named Pilot, nor shall theAircraft be utilized to transport dangerous goods or firearms at any time. Pilots shallat all times, report to appropriate Customs authorities when required on trips acrossinternational boundaries.

18) Pilot will ensure that no individual will smoke either within the vicinity of or onboard the Aircraft.

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SCHEDULE C (contd)


19) Save and except for delays as a result of weather or mechanical malfunction of theAircraft, if Pilot shall return the Aircraft more than one hour after scheduled return

time without prior notification to OurPLANE when the Aircraft is scheduled by one ofthe Other Pilots, Pilot will be charged at a rate of $50 per hour with that credit of$50 per hour being credited to the account of the Other Pilot whose departure isdelayed.

20) Any failure by a Pilot to make payments to OurPLANE as they become due shallresult in a suspension of that Pilots access to the Aircraft and shall be subject to aservice charge of 3% per month on all outstanding balances.

21) Pilot shall arrange for OurPLANE to have direct bank account access in order todirectly transfer the Monthly Fixed Aircraft Fee, accumulated Hourly Operating Feesand any additional charges on a monthly basis. In addition, Pilot agrees to provide

OurPLANE with a currently valid credit card to utilize should any outstandingcharges not be honored by Pilots drawee bank.

22) All fuel should be purchased by Pilot with the OurPLANE fuel card which isprovided. Fuel cards and hangar keys are the property of OurPLANE. Should therenot be a fuel service available that will honor the OurPLANE fuel card, Pilot shall beresponsible for purchasing the fuel required at the most competitive price available,and will be reimbursed for such fuel purchases by OurPLANE upon production ofappropriate receipts.

23) No training other than for an instrument rating or for a commercial pilot certificateor to meet type/make/model insurance experience is permitted in the Aircraft.

Instructors must be approved by OurPLANE at least two (2) weeks in advance of theinitiation of training. A Named Pilot without a night endorsement may not train forthe night endorsement in any OurPLANE Aircraft.

24) If the Aircraft is operated in the Caribbean or any other area involving extendedoverwater operations, Pilot shall be responsible, at its sole expense, for providing allsafety equipment required by FAR 91.509.

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SCHEDULE "D"

Defined Terms

"Aircraft" means all aircraft owned by OurPLANE which are or may become availablefor use by Pilot: this term includes both the Primary Aircraft and Other Aircraft. The

term Aircraft is deemed to include the airframe, engine, aircraft component partsand installed equipment, grand handling equipment, warranty rights, documentation,pilot operating handbook, checklists, and all logbooks.

Aircraft Operation means where the Pilot is operating the aircraft from the left handpilots seat.

Aircraft Base Airport means the public use airport at which the Primary Aircraft is,or will be based.

"Airworthiness Directive" means instruction, requirement or regulation issued by theregulatory authority of the country of manufacturer or registry of the Aircraft

"Allotted Hours" means amount of annual flight hours allowed to Pilot in the PrimaryAircraft according the level of its participation in the Fractional Ownership Program.

Consumer Price Index" means the consumer price index as published by the FederalGovernment

"Documents" refers to the OurPLANE purchase agreement(s) and its attachments, andall government issued aviation licenses including Pilots license(s), medical license(s) orother required documentation required to Pilot an aircraft.

FAA" means the United States Federal Aviation Administration

FARs means the Federal Aviation Regulations (14 CFR Parts 1-399)

Fractional Ownership Program means OurPLANE Corp.s program of providing newgeneral aviation aircraft to pilots through Use License Agreements.

"Home Airport" means airport where Pilots Primary aircraft is permanently kept.

"Governing Law" means the law of the State of New York and/or the United States ofAmerica, as appropriate.

Pilot means a natural person or business entity who has entered into a Use LicenseAgreement with OurPLANE under its Fractional Ownership Program.

"Loss or Damage" means any damage to or loss, theft or destruction of the Aircraft byany cause whatsoever

"Monthly Fixed Aircraft Fee" means monthly fee billed on the first of each month anddue on the fifteenth of each month and subject to annual escalation

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SCHEDULE "D" (contd)

Named Pilot means the Qualified Pilot named by Pilot to act as pilot in command ofthe Aircraft for all operations by Pilot. (if the "Pilot" is a natural person, then the "NamedPilot" and the "Pilot" are one and the same).

Other Aircraft means the aircraft owned or leased by OurPLANE for use by Pilotsunder its Fractional Ownership Program in addition to the Primary Aircraft.

Qualified Pilot means a pilot having, at a minimum: a private pilot certificate, acurrent class III medical certificate, at least 100 hours of recorded flight time (total time)of single engine land aircraft for Cessna 182 or higher performance aircraft, a minimumof 60 hrs for Piper Archer or Cessna 172 aircraft, and a piloting and certificate historyacceptable to OurPLANE and its insurers. (Note: The 100 hour total time minimumapplies only to Cessna 182 or higher performance. Other makes and modelsespeciallythose defined as high performance and/or complex aircraft under FAR 61.31willrequire a higher total or PIC time minimum.)

Primary Aircraft means the aircraft in which Pilot holds a Use License underOurPLANEs Fractional Ownership Program.

"Reasonably New Aircraft/Replacement Aircraft/ Equal Replacement" referring toreplacement aircraft means less than 100 hours of total time and no more than 1 yearold

"Total Loss" means actual or constructive total loss of the Aircraft

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Pre-Authorized Payment Plan

Bank Name:

Bank Address:

Bank Number :

Bank Account:

I, the Pilot/Undersigned, hereby authorize the above-mentioned Bank (or other FinancialInstitution) to debit my account indicated above for payments payable to OurPLANE Corp.for the Monthly Fixed Aircraft Fees and the Hourly Operating Fees payable pursuant to a

Use License Agreement.

Each payment shall be the same as if I had personally issued a cheque authorizing, orauthorization to, the Bank to pay OurPLANE Corp. as indicated and to debit the paymentamount to my account.

I understand that the Bank is not responsible to verify whether these payments are properlydebited to my account.

Any delivery of this authorization to OurPLANE Corp. constitutes delivery by me to theBank.

I am the only person who is required to sign on the above account.

I have received a signed copy of this authorization form.

Dated:_____________________________________

Signed:____________________________________

Debtor: (if different):____________________________________________________

PLEASE ATTACH VOIDED CHECK HERE

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Credit Review Authorization Form

I, _______________________________authorize OurPLANE Corp. and/or its agents to establishcredit availability/validity in reference to my account with OurPLANE Corp.

FOR AN INDIVIDUAL:

Name:

Address:


Social Security No.:

DOB (dd/mm/yyyy):

Signature: Date:

FOR A CORPORATION:

Corporation Name:

Address:


Tax Identification No.:

Name: Title:[print]

Signature: Date:

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SCHEDULE "E"

OurPLANE Insurance Terms and Conditions attached on Pilots checkout package,held through USAIG Insurance.

PLEASE INCLUDE PHOTOCOPIES OF YOUR PILOTS LICENSE, RADIO LICENSE,MEDICAL CERTIFICATE

Purchase Agreement v2004k US

Documents

Transcript of Purchase Agreement v2004k US