WAITMAN HELICOPTERS, INC.

Repair and Rebuild Agreement

This repair and rebuild agreement outlines the terms and conditions by which Waitman Helicopters, Inc. agrees to repair and rebuild the helicopter as outlined below.

The helicopter will be delivered to Waitman Helicopters, Inc. along with all parts, pieces, engine, appurtenances, prints, drawings, documents, records and accessories attached to, installed in or on, or acquired as part of the helicopter, to the North Las Vegas Air Terminal for the purpose of work to be done according to this contract.

All helicopters and kits to be repaired must have an N-number and be registered with the Federal Aviation Administration. If not yet received, a copy of the pending application must be provided.

The undersigned transferor agrees to pay the cost of all labor at the rate of $50.00 U.S. per hour. A labor deposit of $500.00 U.S. must be paid in advance for a labor reserve. All labor will be billed weekly and must be paid by the transferor to the recipient in the form of cash or cashier's check made out to Waitman Helicopters, Inc.

All parts requiring replacement will be paid for in advance by the transferor to the recipient in either cash or cashier's check made out to Waitman Helicopters, Inc. This also includes all parts or pieces that need to be repaired or replaced for reasons of safety or to conform to specifications outlined in the plans, drawings, and manuals provided as part of the helicopter kit. The serial number of the plans, i.e., builder number, is required if any new parts are to be purchased from Rotorway International.

Waitman Helicopters, Inc. agrees to repair and or rebuild the helicopter as outlined in this contract in a timely manner, and to the specifications provided for in the plans, drawings, and manuals provided with the helicopter. Any upgrade to the helicopter will be agreed upon and paid for in advance by the transferor.

In the event the transferor fails to honor the agreement as outlined, the helicopter will be held as collateral, and a charge of $250.00 per month will be applied to the account for storage.

The cost of transportation and removal of the helicopter will be at the expense of the transferor. A 14 day notice will be provided to the transferor by Waitman Helicopter, Inc. as to the expected completion date of the repair and/or rebuild.

This agreement may be cancelled by either party with a 14 day written notice. Any unpaid labor costs must be paid with the notice to Waitman Helicopters, Inc. The transferor will then have 30 days in which to pick up the helicopter. After 60 days, the helicopter will become the property of Waitman Helicopter, Inc. and may be sold to cover all debts incurred by the transferor.

I, the Undersigned, have read and agree to the terms of this contract and hereby state that I am the legal owner of record of this helicopter. I also authorize Waitman Helicopters, Inc. to repair and/or rebuild the helicopter under the terms and conditions stated above.