BILL OF SALE AND CONDITIONAL TRANSFER AGREEMENT

This agreement covers the sale and transfer of the parts , pieces, and or accessories as described on the attached sheet. All items are sold with no warranties expressed or implied on "as-is, where-is" basis. These parts etc. has been determined to have a fair market value of $______________________________________________.

The terms of this sale are the buyer is to pay $________________ for these items prior to removal of any parts. The buyer may pay a $____________ deposit, non-refundable, to hold these parts for no more than __________ days. The buyer will then have _______ days in which to pay the remaining balance of $____________ or relinquish all rights to purchase these parts. The deposit will be in the form of a cashiers check made out to Waitman Helicopters, Inc.

The following conditions are made part of this agreement and are non revocable.

1. The buyer assumes all liabilities and responsibilities for all parts purchased under this agreement.

2. The buyer holds harmless the seller and Waitman Helicopters, Inc., and their heirs for any subsequent use, misuse, operation or transportation of the parts purchased under this agreement.

3. The buyer will make these terms and conditions known to any and all subsequent owners of these parts whether sold, given away or traded separately.

I, the undersigned buyer has read and understands the terms and conditions set forth in this agreement and hereby acknowledge the same.

SELLER

Name: ____________________________________________

for: Waitman Helicopters, Inc.

Signed: ____________________________________________

Dated: ____________________________________________

BUYER

Name: ____________________________________________

Signed: ___________________________________________

Dated: ____________________________________________

WITNESS

Name:____________________________________________

Signed:___________________________________________

Dated:____________________________________________