---

---

Exhibit 4.15

CONFIDENTIAL

CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

# SUPPLY AGREEMENT

# REFERENCE ***

# between

# ***

# and

# SUMMIT AVIATION SUPPLY

# for

# ***S AIRCRAFT
PROGRAMS

# RELATING TO

# ***

# FOR THE ALL ***
PROGRAMS



---

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CONFIDENTIAL

CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

# SUPPLY AGREEMENT
REFERENCE ***

This Supply Agreement, effective as
of ***, ***, ***, is made and entered into by and between ***, a corporation
existing under the laws of the ***, having its principal place of business at ***
(***), and Summit Aviation Supply, a company existing
under the laws of New Jersey, United States of America having its principal place of
business at 1008 Teaneck Road, Teaneck, N.J. U.S, is in regard to the supply of certain
aeronautical products for ***s aircraft programs.

# RECITALS

WHEREAS, *** is an aircraft
manufacturer, and is in the business of designing, manufacturing and selling aircraft
and aircraft parts;

WHEREAS, *** issued a request
for proposal inviting bidders to submit proposals for the supply of certain electrical
hardware to support *** aircraft programs (Programs);

WHEREAS, Supplier sent *** a
proposal indicating Suppliers desire to participate in such Programs;

WHEREAS, Supplier shall
provide certain electrical hardware, as more specifically described herein, to *** and to
third parties expressly indicated by *** (***);

NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein set forth, and for good and
valuable consideration which is acknowledged by each Party hereto, the Parties hereto
agree as follows:

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# TABLE OF CONTENTS

|PART
1  DEFINITIONS AND EXHIBITS
|---------------------------------

|1.1 | Definitions
|--- | -----------

|1.2 | Exhibits
|--- | --------

|PART
2  OBJECT OF AGREEMENT
|----------------------------

|2.1 | Subject
of Agreement
|--- | --------------------

|2.2 | ***
|--- | ---

|2.3 | ***
|--- | ---

|PART
3  PRICES AND PAYMENT
|---------------------------

|3.1 | General
Terms
|--- | -------------

|3.2 | Adjustment
|--- | ----------

|3.3 | ***
|--- | ---

|3.4 | ***
|--- | ---

|3.5 | Payment
|--- | -------

|PART
4  PURCHASE ORDERS, DELIVERY AND ACCEPTANCE
|-------------------------------------------------

|4.1 | Purchase
Orders
|--- | ---------------

|4.2 | Delivery
|--- | --------

|4.3 | Acceptance
and Rejection
|--- | ------------------------

|4.4 | Return
|--- | ------

|PART
5  TECHNICAL REQUIREMENTS
|-------------------------------

|5.1 | Technical
Specifications
|--- | ------------------------

|5.2 | Interchangeability
|--- | ------------------

|5.3 | ***
|--- | ---

|5.4 | ***
|--- | ---

|PART
6  QUALITY ASSURANCE
|--------------------------

|6.1 | Quality
Requirements
|--- | --------------------

|6.2 | Source
Inspection
|--- | -----------------

|PART
7  FURTHER OPERATIONAL PROCEDURES
|---------------------------------------

|7.1 | ***
|--- | ---

|7.2 | Subcontracting
|--- | --------------

|7.3 | Program
Surveillance
|--- | --------------------

|7.4 | Procurement
Offset Credits
|--- | --------------------------

|7.5 | ***
|--- | ---

|7.6 | ***
|--- | ---

|PART
8  SUSPENSION, TERMINATION, *** AND ***
|---------------------------------------------

|8.1 | Suspension
|--- | ----------

|8.2 | ***
|--- | ---

|8.3 | ***
|--- | ---

|8.4 | ***
|--- | ---

|8.5 | Right
to Set Off
|--- | ----------------

|8.6 | ***
|--- | ---

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THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

|PART
9  MISCELLANEOUS
|----------------------

|9.1 | ***
|--- | ---

|9.2 | Supplier
Representations
|--- | ------------------------

|9.3 | ***
|--- | ---

|9.4 | ***
|--- | ---

|9.5 | ***
|--- | ---

|9.6 | Insurance
|--- | ---------

|9.7 | ***
|--- | ---

|9.8 | Publicity
|--- | ---------

|9.9 | Customer
Contact
|--- | ----------------

|9.10 | Taxes
and Duties
|---- | ----------------

|9.11 | Survival
|---- | --------

|9.12 | Amendment
|---- | ---------

|9.13 | Assignment
|---- | ----------

|9.14 | Compliance
With Laws
|---- | --------------------

|9.15 | Headings
|---- | --------

|9.16 | Severability
|---- | ------------

|9.17 | Export
Control
|---- | --------------

|9.18 | Nonwaiver
|---- | ---------

|9.19 | Applicable
Law
|---- | --------------

|9.20 | Dispute
Resolution
|---- | ------------------

|9.21 | Remedies
not Exclusive
|---- | ----------------------

|9.22 | Independent
Contractors
|---- | -----------------------

|9.23 | Changes
to Supplier Ownership or Affiliation
|---- | --------------------------------------------

|9.24 | Notices,
Requests and Language
|---- | ------------------------------

|9.25 | Term
of Agreement
|---- | -----------------

|9.26 | Entire
Agreement
|---- | ----------------

# Exhibits

|Exhibit  A | ***
|---------- | ---

|Exhibit  B | ***
|---------- | ---

|Exhibit  C | ***
|---------- | ---

|Exhibit  D | ***
|---------- | ---

|Exhibit  E | ***
|---------- | ---

|Exhibit  F | ***
|---------- | ---

|Exhibit  G | ***
|---------- | ---

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CONFIDENTIAL

CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

# PART 1 
DEFINITIONS AND EXHIBITS

|1.1 | Definitions
|--- | -----------

For purposes of this Agreement, the
following terms shall be defined as set forth below. As required by the context, defined
terms expressed in the singular form shall be deemed to refer to the plural form and vice
versa. The words Clause, Paragraph, Article,
Section, Exhibit and like references are references to this
Agreement, unless otherwise specified. Any references herein to this Agreement or to any
other agreement, exhibit, instrument or document will include any and all amendments,
modifications, supplements or substitutions that may be made from time to time to this
Agreement or to any such agreement, exhibit, instrument or document, all as permitted by
this Agreement, unless otherwise specified.

|1.1.1 | Agreement,
hereof, hereto, herein and similar terms shall mean
and/or refer to this Supply Agreement and its respective Exhibits and other documents
attached to this Supply Agreement, as well as all amendments, modifications and
supplements hereto;
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1.1.2 | "Aircraft"
 shall mean the aircraft  which are or will be designed and  manufactured  by
***.
|----- | ---------------------------------------------------------------------------------------------

|1.1.3 | Airworthiness
Authorities shall mean the ***, EASA (European Aviation Safety Agency), FAA (United
States Federal Aviation Administration) or such other airworthiness authority by which
the Products may be certified, pursuant to the Technical Specification;
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1.1.4 | AOG shall
mean Aircraft on Ground, and that such Aircraft is unable to continue or be
returned to service until appropriate action is taken;
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------

|1.1.5 | Agreement,
hereof, hereto, herein and similar terms shall mean
and/or refer to this Supply Agreement and its respective Exhibits and other documents
attached to this Supply Agreement, as well as all amendments, modifications and
supplements hereto;
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1.1.6 | Aircraft shall
mean any and all aircraft designed and manufactured, or to be designed and manufactured,
by *** ;
|----- | ------------------------------------------------------------------------------------------------------------------

|1.1.7 | ***;
|----- | ----

|1.1.8 | ***;
|----- | ----

|1.1.9 | "Critical
 Order"  shall mean a Purchase  Order placed on an urgent basis to prevent the
           occurrence of an AOG;
|----- | -------------------------------------------------------------------------------------------------------------------------

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CONFIDENTIAL

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REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
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|1.1.10 | "Customer"
shall mean any owner,  lessee or operator of an Aircraft,  or an appointee of
           such owner, lessee or operator;
|------ | -----------------------------------------------------------------------------------------------------------------------------------

|1.1.11 | ***
;
|------ | -----

|1.1.12 | "***'s
Logistics  Provider" shall mean the logistics service provider  contracted by ***
           for the transport of all Products;
|------ | --------------------------------------------------------------------------------------------------------------------------------------

|1.1.13 | "Exhibit"
 shall mean those  documents,  individually  or jointly,  as listed in Section
           1.2 hereof;
|------ | ---------------------------------------------------------------------------------------------------------------

|1.1.14 | ***;
|------ | ----

|1.1.15 | "Parties"
shall mean *** and Supplier, taken collectively;
|------ | ----------------------------------------------------------

|1.1.16 | "Party"
shall mean each of *** and Supplier, individually;
|------ | ----------------------------------------------------------

|1.1.17 | Price shall
mean the total amount paid by *** to Supplier in accordance with Section *** of this
Agreement;
|------ | -------------------------------------------------------------------------------------------------------------

|1.1.18 | Product shall
mean all goods, including pieces, parts and components (if applicable) thereof for the
Aircraft to be provided by Supplier under this Agreement, as further described in Exhibit
*** attached hereto as may be amended from time to time and shall include those goods
provided by the Supplier under this Agreement which are intended for ***s use,
Customers use, or for sale as spare parts or production replacements;
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1.1.19 | Program shall
mean all activities related to the design, development, certification, manufacturing,
sales and after-sales support of an Aircraft including, but not limited to Customer
Support;
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1.1.20 | Proprietary
Information shall mean all information or data, whether or not marked or otherwise
specified as proprietary or confidential, related to the Program which concerns a Partys
technology, trade secrets, know-how, existing or future products or financial or
corporate information. This information may include, but is not limited to, information
relating to: inventions, computer software programming and technology, research,
development of new products, engineering, manufacturing processes, purchasing data,
make-or-buy plans, business plans, accounting, marketing, sales or pricing data. Such
information or data may be contained in materials such as drawings, designs, engineering
releases, tools, master tools, models, samples, databases, datasets, specifications,
algorithms, manuals, reports, compilations, research, patent applications, computer
programs, machine-readable data (such as electronic files) and marketing and financial
information and plans, and any information derived or compiled in whole or in part
therefrom. Such information and data includes but is not limited to information received
by a Party which the Party is obligated, contractually or otherwise, to hold in
confidence;
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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CONFIDENTIAL

CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

|1.1.21 | Purchase
Order shall mean any purchase order issued by *** to Supplier, for supply of
Products in accordance with this Agreement;
|------ | -----------------------------------------------------------------------------------------------------------------------------------

|1.1.22 | ***;
|------ | ----

|1.1.23 | Shipset shall
mean the necessary quantity of a group of Products to be utilized on the
production/assembly of one Aircraft.
|------ | -----------------------------------------------------------------------------------------------------------------------------

|1.1.24 | Stop
Work Notice shall mean the notice *** is entitled to give to Supplier pursuant to
Section 8.1 herein;
|------ | ------------------------------------------------------------------------------------------------------------

|1.1.25 | Subcontractor shall
mean any manufacturer and/or supplier, excluding Supplier, which manufactures and/or
supplies any portion or part of the Products, pursuant to the instructions and/or
contract of Supplier;
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1.1.26 | "Supplier"
shall mean SUMMIT AVIATION SUPPLY
|------ | --------------------------------------------

|1.1.27 | ***;
|------ | ----

|1.1.28 | Technical
Specification shall mean the Product technical requirements necessary for Supplier
to design and/or manufacture the Product.
|------ | ----------------------------------------------------------------------------------------------------------------------------------------

|1.2 | Exhibits
|--- | --------

|Exhibit  A | ***
|---------- | ---

|Exhibit  B | ***
|---------- | ---

|Exhibit  C | ***
|---------- | ---

|Exhibit  D | ***
|---------- | ---

|Exhibit  E | ***
|---------- | ---

|Exhibit  F | ***
|---------- | ---

|Exhibit  G | ***
|---------- | ---

In the event any conflict exists
between the terms and conditions set forth in the Exhibits hereto and those terms and
conditions set forth in this Agreement, the terms and conditions of this Agreement shall
prevail. A conflict shall not be deemed to exist when this Agreement and an Exhibit hereto
address different or specific situations or activities.

# PART 2  OBJECT OF
AGREEMENT

|2.1 | Subject
of Agreement
|--- | --------------------

According to the terms and conditions
of this Agreement, Supplier agrees to manufacture, test, supply, ship and provide logistic
support to the Products for use or installation into an Aircraft or an Aircraft part.

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CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

*** does not guarantee to Supplier:
(i) any minimum amounts of Products to be purchased by ***; (ii) any minimum amount of
Products to be purchased by *** in any Purchase Order; (iii) any minimum amount of money
to be paid by *** pursuant to this Agreement; (iv) any constant or fixed number of
Purchase Orders to be placed by *** with Supplier in any given period of time; and/or (v)
the use of Products in any of its Customer programs. No financial obligation of *** to pay
any amount of money to Supplier will arise before the delivery of conforming Products
following the issuance of a valid Purchase Order, according to the terms and conditions of
this Agreement, and the placement of Purchase Orders by *** will be within ***s sole
discretion. The parties agree that ***, at any time during the life of this Agreement and
in its sole discretion, may purchase similar or comparable products and/or services from
other suppliers.

Supplier agrees to supply Products to
any ***s subsidiary, branch or affiliate company, with no restrictions, under the
same terms and conditions set forth hereunder through solely the placement of the Purchase
Order as provided in Section 4.1 herein below.

|2.2 | ***
|--- | ---

***

|2.3 | ***
|--- | ---

***

# PART 3  PRICES AND
PAYMENT

|3.1 | General
Terms
|--- | -------------

All prices and payments referred to
in this Agreement are set forth in *** (***). ***

The Price of the Products is set
forth in the Exhibit *** to this Agreement.

All Prices set forth in this
Agreement *** and/or in accordance with this Agreement and with the Purchase Orders.

***

***

|3.2 | Adjustment
|--- | ----------

***

|3.3 | ***
|--- | ---

***

|3.4 | ***
|--- | ---

***

|3.5 | Payment
|--- | -------

***

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CONFIDENTIAL

CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

# PART 4  PURCHASE
ORDERS, DELIVERY AND ACCEPTANCE

|4.1 | Purchase
Orders
|--- | ---------------

| | 4.1.1 | General
| | ----- | -------

***

| | 4.1.2 | Purchase
Orders Standard Lead Time
| | ----- | ----------------------------------

***

| | 4.1.3 | ***
| | ----- | ---

***

| | 4.1.4 | ***
| | ----- | ---

***

|4.2 | Delivery
|--- | --------

| | 4.2.1 | General
| | ----- | -------

Supplier shall deliver the Products
on the dates set forth in the Purchase Orders, ***, in the *** condition, according to
ICCs INCOTERMS 2000, ***. Supplier will comply with the provisions of *** set forth
in Exhibit ***.

Supplier shall deliver any Product
required to be delivered pursuant to this Agreement and necessary for ***, ***, ***, ***,
and *** condition set forth in the preceding paragraph.

| | 4.2.2 | Procedures
| | ----- | ----------

***

| | 4.2.3 | Packing
and Shipping
| | ----- | --------------------

***

|4.3 | Acceptance
and Rejection
|--- | ------------------------

***

|4.4 | Return
|--- | ------

***

PART 5  TECHNICAL
REQUIREMENTS

|5.1 | Technical
Specifications
|--- | ------------------------

Products are based on Technical
Specifications, which may be standard of the market or issued by Supplier or by ***, as
set forth in Exhibit ***.

***

***

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CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

|5.2 | Interchangeability
|--- | ------------------

Supplier agrees to maintain its
Products competitive in the marketplace and to use the most appropriate techniques and
technologies available in the industry.

Supplier shall ensure that any
improvement or upgrade of the Products is fully interchangeable (same fit, form and
function) with former versions of the Products, unless otherwise previously and
specifically agreed in writing by ***.

Even if an improvement or upgrade of
the Product does not affect the form, fit, function and/or part number of the Product,
Supplier shall submit information on such improvement or up grade to ***s approval,
within *** (***) *** before such modification, detailing the technical differences with
the current Products. Supplier shall make all efforts to provide information necessary to
*** analyses and approvals (including, but not limited to, qualification tests reports and
audits).

|5.3 | ***
|--- | ---

***

| | 5.3.1 | ***
| | ----- | ---

***

|5.4 | ***
|--- | ---

***

# PART 6  Quality
Requirements

|6.1 | Quality
Requirements
|--- | --------------------

Supplier shall comply with ***s
quality requirements (Quality Requirements) made available through ***. For
informational purposes only, such Quality Requirements are attached hereto as Exhibit ***.

***

***

***

|6.2 | Source
Inspection
|--- | -----------------

At any time, *** may, at its sole
discretion, elect to inspect Products, Spare Parts, Technical Publications and/or
processes related to commercial, engineering, quality and material processing control
relating to Suppliers performance under this Agreement at source, including all
Product packing and accompanying documentation at the delivery point, by providing
Supplier with a prior written notice at least *** (***) *** before the date of the
intended inspection.

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CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

Supplier agrees that the
Airworthiness Authority representatives shall be entitled to inspect and evaluate Supplier
including, but not limited to, Suppliers facilities, systems, data, equipment,
personnel, testing and all work-in-process and completed work.

Supplier shall cause its
Subcontractors to authorize *** and/or Airworthiness Authority to conduct such inspections
on the same basis.

Supplier shall be responsible for the
payment or reimbursement to ***, as the case may be, of any and all costs and expenses
incurred by *** in connection with source inspections and any other actions that may be
necessary, at ***s discretion, as a result of Suppliers recurring
non-compliance with the terms of this Section 6, including costs incurred by *** with air
ticket and lodging to carried out inspection arising out of Suppliers
non-compliance.

PART 7  FURTHER
OPERATIONAL PROCEDURES

|7.1 | ***
|--- | ---

***

| | 7.1.1 | ***
| | ----- | ---

***

|7.2 | Subcontracting
|--- | --------------

*** may, at any time during the
performance of this Agreement, review Suppliers make-or-buy plan and source
selection for Products and/or tooling considered critical by *** because of process
requirements or manufacturing complexity, and veto Subcontractors.

Supplier agrees that it shall not
subcontract any other aircraft manufacturer or respective subsidiaries, branches or
affiliated companies for the performance of this Agreement.

Supplier is responsible for its
supply chain process, including, but not limited to its suppliers manufacturing process.

|7.3 | Program
Surveillance
|--- | --------------------

Subject to Section 6.2, Supplier
hereby grants, and shall cause Subcontractors to grant, to *** and Customers the right to
visit the Supplier or Subcontractors facilities during operating hours to review
progress and performance of production, schedule, cost, quality and protection of
***s Proprietary Information. Supplier agrees and shall cause Subcontractors to
agree that any *** or Customer authorized representative shall be allowed access to all
areas used for the performance of this Agreement. Such access shall be subject to the
regulations of any governmental agency regarding admissibility and movement of personnel
on Suppliers or Subcontractors premises.

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REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

Each Party (the Indemnifying
Party) hereby agrees to indemnify and hold the other Party and the other
Partys officers, employees and agents (collectively the Indemnified
Party), harmless from and against all actions, claims, demands, liability, losses,
costs and expenses (including the reasonable costs of defending and the actual costs of
settling any action, claim or demand) for personal injury, death or property loss which
may be brought or made against or suffered or incurred by the Indemnified Party, solely
caused by the Indemnifying Partys representatives while upon the Indemnified
Partys property and while carrying out their activities under the Program.

|7.4 | Procurement
Offset Credits
|--- | --------------------------

With respect to work covered by this
Agreement, Supplier agrees to use its best reasonable efforts to cooperate with *** in the
fulfillment of any offset obligation that *** may have accepted as a condition for the
sale of any Product or Aircraft.

|7.5 | ***
|--- | ---

***

| | 7.5.1 | ***
| | ----- | ---

***

| | 7.5.2 | ***
| | ----- | ---

***

|7.6 | ***
|--- | ---

***

PART 8  SUSPENSION,
TERMINATION, ***, AND ***

|8.1 | Suspension
|--- | ----------

*** may at any time, by written
notice to Supplier (a Stop Work Notice), require Supplier to stop all or any
part of the work called for by this Agreement. Upon receipt of a Stop Work Notice,
Supplier shall promptly comply with its terms and take all reasonable steps to minimize
the costs arising from the work covered by the Stop Work Notice. Within the period
specified in the Stop Work Notice, *** shall either (i) cancel the Stop Work Notice or
(ii) terminate this Agreement in whole or part, or (iii) cancel the work covered by the
Stop Work Notice. In the event *** cancels the Stop Work Notice Supplier shall promptly
resume work in accordance with the terms of this Agreement.

|8.2 | ***
|--- | ---

| | 8.2.1 | General
Terms
| | ----- | -------------

***

In the case of a total termination,
Supplier shall immediately upon said termination stop all work in any way related to this
Agreement and return to *** any and all equipment, and documentation, technical or not,
including, but not limited to Proprietary Information, drawings and blueprints which are
the property of ***.

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CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

Within *** (***) *** of the effective
date of the Termination Notice, each Party hereto shall issue to the other a termination
statement (Termination Statement). Any Termination Statement, whether from ***
or Supplier, shall contain sufficient details, verifiable by third party audit, to support
the amount being claimed. Suppliers Subcontractors shall not submit termination
claims directly to ***.

| | 8.2.2 | Payments
| | ----- | --------

***

| | 8.2.3 | ***
| | ----- | ---

***

|8.3 | ***
|--- | ---

***

|8.4 | ***
|--- | ---

***

|8.5 | Right
to Set-Off
|--- | ----------------

Notwithstanding the foregoing and
without prejudice to other rights and remedies, *** will have the right, at its option, to
set off any amounts due by *** to Supplier against any amounts due by Supplier to ***,
including but not limited to damages recoverable by ***.

|8.6 | ***
|--- | ---

***

| | 8.6.1 | ***
| | ----- | ---

***

| | 8.6.2 | ***
| | ----- | ---

***

| | 8.6.3 | ***
| | ----- | ---

***

| | 8.6.4 | ***
| | ----- | ---

***

PART 9 
Miscellaneous

|9.1 | ***
|--- | ---

***

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REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

|9.2 | Supplier
Representations
|--- | ------------------------

Supplier represents that it is fully
competent and maintains adequate resources to perform all the work required for providing
the Products in accordance with the terms of this Agreement. *** and Customers are
entitled to rely upon Supplier as an expert. Supplier hereby further represents that all
requirements of the Airworthiness Authorities, in regard to the Products have been or
shall timely be complied with by Supplier. Such representations in this Section shall
survive *** (***) *** following the termination of this Agreement.

|9.3 | ***
|--- | ---

***

|9.4 | ***
|--- | ---

***

|9.5 | ***
|--- | ---

***

| | 9.5.1 | Intellectual
Property Infringement Indemnification
| | ----- | --------------------------------------------------

Supplier hereby indemnifies, and
shall defend and hold harmless *** and all of ***s subsidiaries and all officers,
agents and employees of *** and any Customer from and against all claims, suits, actions,
awards, judgments, settlements (including, but not limited to, awards based on intentional
infringement of patents or copyrights known to Supplier), liabilities, damages, costs and
attorneys fees related to the actual or alleged infringement of any intellectual
property rights as defined by ***, United States or other nations intellectual
property laws arising out of the manufacture, sale or use of Products, technical
publications or services by either Supplier, *** or any Customer.

*** and/or any Customer shall duly
notify Supplier of any such claim, suit or action, and Supplier agrees to, at its own
expense, fully defend such claim, suit or action on behalf of *** and all of ***s
subsidiaries and all officers, agents and employees of *** and/or any Customer, provided,
however, that Supplier shall keep *** well-informed with respect to any and all actions to
be taken by Supplier; *** shall have the right to interfere in such actions whenever ***
believes that such action may prejudice itself; and Supplier shall not settle, compromise
or discharge, or admit any liability with respect to, any such claim without the prior
written consent of ***.

Notwithstanding the foregoing,
Supplier shall have no obligation under this Agreement with regard to any infringement
arising from: (i) Suppliers compliance with formal specifications issued by ***
where infringement could not be avoided in complying with such specifications or (ii) use
or sale of Products in combination with other items when such infringement would not have
occurred from the use or sale of those Products solely for the purpose for which they were
designed and sold by Supplier.

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CONFIDENTIAL

CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

|9.6 | Insurance
|--- | ---------

Supplier hereby represents that:
Supplier has and agrees to maintain comprehensive Products liability and Grounding
coverage through a rated insurance company for the amount of *** per occurrence; and (ii)
Supplier will cause Suppliers main supplier in terms of Product part numbers
described in the Exhibit *** of this Agreement (***) will maintain comprehensive Products
liability and Grounding coverage through a rated insurance company for the amount of ***
per occurrence, both throughout the term of this Agreement. Supplier shall also maintain
*** Insurance, covering incidents, risks and other situations, as it might be required by
law or agreed upon between the Parties.

The insurance policies shall in all
cases be in form and amounts above mentioned, and issued by insurance companies of
reasonably known capacity reasonably known capacity, satisfactory to ***, which will not
unreasonably refuse its approval. In the event ***s insurance company requires an
increase in such amounts, Supplier and *** will mutually agree on the amount in good
faith.

*** may request, at any time during
this Agreement, copies of the above mentioned policies and/or material evidence that the
insurance coverages are in full force end effect.

|9.7 | ***
|--- | ---

***

|9.8 | Publicity
|--- | ---------

No information relating to the
subject matter of this Agreement including, without limitation, news releases,
photographs, films, advertisements, public announcements and denials or confirmations of
such public announcements, shall be disclosed or otherwise made available by Supplier to
any third party without ***s prior written consent. Supplier agrees to reasonably
assist in advertising campaigns and promotion for the Aircraft as directed by ***. Without
prejudice to the terms of this section 9.8, *** agrees that Supplier can announce the
execution of this Agreement.

|9.9 | Customer
Contact
|--- | ----------------

*** is the only responsible for all
contact with Customers regarding the Program and the Aircraft, as well as any other ***
model aircraft programs. Supplier shall not make any contact with actual or potential
Customers on the subject of the Program or without ***s prior written consent; and
Supplier shall respond to any inquiry from actual or potential Customers regarding the
Program and the Aircraft by requesting that the inquiry be directed to ***. Supplier
shall, concurrently with such response, advise *** of such inquiry.

|9.10 | Taxes
and Duties
|---- | ----------------

Each Party will be responsible for
all taxes, fees, levies, imposts, penalties, excises, surcharges and import and export
charges and other duties imposed by any governmental authority or subdivision thereof
which may be assessed against or incurred by such Party as a result of its performance
under this Agreement; provided, however, that Supplier agrees to pay and be responsible
for, and to hold *** harmless, on an after-tax basis, from:

(i)    
          All taxes, fees and duties associated with the manufacture of Products and
          passage of title and delivery of said Products to ***, except that Supplier
          shall not be responsible for any customs duties, tariffs or sales or use taxes
          assessed in *** in regard to any Product for which *** has accepted title other
          than those duties which may be assessed pursuant to the item (ii) below; and

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CONFIDENTIAL

CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

(ii)    
          All taxes, fees and duties on any property furnished by *** to Supplier
          including but not limited to data, information, materials, parts or tools, and
          Supplier agrees to, when required by the property owner in a timely manner,
          declare, file, register and/or pay all such taxes on behalf of *** and keep ***
          informed of all such activities and provide supporting documentation as
          requested.

(iii)    
          In any case in which a penalty, tax, fee, duty, impost, levy, excise, surcharge
          or import / export charge is charged or claimed against *** by the *** customs
          or other competent authorities due to the non-compliance by Supplier with
          ***s Shipping Policy, Supplier shall reimburse *** the corresponding
          values so charged or claimed against ***.

| | 9.10.1 | Labor
Taxes
| | ------ | -----------

Each Party shall be responsible for
all tax reports and tax payments and for the payment of social welfare contributions and
compliance with all social welfare or other applicable regulations required to be made or
discharged by employers under the laws of the other Partys central or local
government, where applicable, with respect to its employees stationed at the other
Partys locations.

|9.11 | Survival
|---- | --------

Without limiting any other survival
provision contained herein and notwithstanding any other provision of this Agreement to
the contrary, the representations, covenants, agreements and obligations of the Parties
set forth in this Agreement, shall survive any cancellation, termination, expiration
and/or any assignment of this Agreement, or of any payment and performance of any or all
of the other obligations of the Parties hereunder, including those obligations contained
in the following provisions: (i) Applicable Law, (ii) Assignment, (iii) Compliance with
Laws, (iv) Dispute Resolution, (v) Export Control Compliance, (vi) Independent
Contractors, (vii) Indemnification, (viii) Intellectual Property, (ix) Intellectual
Property Infringement Indemnification, (x) Insurance, (xi) Nonwaiver, (xii) Proprietary
Information, (xiii) Remedies, (xiv) Remedies Not Exclusive, (xv) Severability, (xvi)
Supplier Representations, (xvii) Restrictions, (xiii) Surplus Products, (xix) Survival of
Warranties, (xx) Survival and (xxi) Obsolescence.

|9.12 | Amendment
|---- | ---------

This Agreement may only be altered,
amended or supplemented by a written instrument executed by the Parties, except where
otherwise provided herein.

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CONFIDENTIAL

CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

|9.13 | Assignment
|---- | ----------

Neither Party shall assign any of its
rights hereunder, including, without limitation, rights to monies due or to become due
hereunder, or delegate any of its duties hereunder without the prior written consent of
the other.

|9.14 | Compliance
With Laws
|---- | --------------------

Each Party shall be responsible for
complying with all laws, including, but not limited to, any statute, rule, regulation,
judgment, decree, order or permit applicable to its performance under this Agreement and
agrees to indemnify and to hold harmless the other Party from any failure by the former to
comply with any provisions of such laws. Each Party further agrees (i) to notify the other
of any obligation under this Agreement which is or may become prohibited under applicable
law, at the earliest opportunity but in all events, where applicable, sufficiently in
advance of the formers performance of such obligation so as to enable the other to
identify alternative methods of performance that will comply with applicable law, (ii) to
notify the other at the earliest possible opportunity if the formers performance of
any aspect of its obligations under the Agreement will subject the other to liability
under applicable laws, and (iii) to notify the other at the earliest possible opportunity
of any aspect of the formers performance which becomes or which the former
reasonably believes will become subject to additional regulation after the date of
execution of this Agreement.

|9.15 | Headings
|---- | --------

Headings used in this Agreement are
for convenience of reference only and shall not affect the interpretation of this
Agreement.

|9.16 | Severability
|---- | ------------

If any provision in this Agreement is
or becomes void or unenforceable by force or operation of law, the other provisions shall
remain valid and enforceable.

|9.17 | Export
Control
|---- | --------------

| | 9.17.1       
Supplier
represents and warrants that it will comply with all applicable laws related to the
export, re-export and transfer of the Product and its associated software and technology
under this Agreement. Without limiting the generality of the foregoing, Supplier further
represents and warrants that:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

a)        it
shall ensure that any Product and its associated software and technology that
          is subject to the jurisdiction of the United States Export Administration
          Regulations (EAR), the International Traffic In Arms Regulations
          (ITAR), or other applicable export control or economic sanctions
          laws, is not (i) exported, transferred or released from the United States or by
          United States persons or (ii) exported, re-exported, transferred or released
          from countries other than the United States, without first complying with all
          requirements of the EAR, ITAR, or other applicable export control or economic
          sanctions laws including the requirement for obtaining an export license, if
          applicable;

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CONFIDENTIAL

CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

b)        it
will timely inform *** in writing and in good faith of the existence and           nature
of any restriction that the government of Suppliers country and/or           the
government of the United States imposes or may impose on the export,           re-export,
transfer or release of the Product and its associated software and           technology.

| | 9.17.2       
Upon
execution of this Agreement, and at anytime upon ***s request, Supplier shall
deliver the Product export control classification sheet attached hereto as Exhibit ***,
completed and signed by a duly authorized officer of Supplier. Supplier shall also submit
the Product export control classification sheet to *** immediately following any changes
to the information previously provided.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 9.17.3       
If
an export license is required for the export, re-export, transfer, or release of any
Product and associated software and technology supplied under this Agreement, Supplier
shall timely obtain such license and shall provide *** with copies of the license,
license application, and related export control documentation (transmittal letter, etc).
Denial of a license will only be construed as excusable delay under this Agreement if the
license is denied for reasons not attributable to Supplier and after Supplier has
demonstrated to ***s satisfaction that (a) Supplier filed with the proper
governmental authorities the license application and documents in support of the license
application pursuant to the applicable laws and regulations, including a comprehensive
and complete letter to the relevant governmental agency explaining the details of the
export, re-export, transfer, or release and (b) Supplier used its best efforts to obtain
approval of the license application. *** may, in its sole discretion, request a legal
opinion from Suppliers counsel, acceptable to *** and at Suppliers expense,
confirming that Supplier has complied with the above. Denials of licenses in all other
circumstances will not be construed as excusable delay.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 9.17.4       
Supplier
shall immediately notify *** if Supplier is, or becomes, listed on any U.S. or other
government list of restricted or prohibited persons, or if Suppliers export
privileges are otherwise denied, suspended or revoked in whole or in part by any
government entity or agency.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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CONFIDENTIAL

CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

|9.18 | Nonwaiver
|---- | ---------

No failure on the part of either
Party in exercising any right or remedy hereunder, or as provided by law or in equity,
shall impair, prejudice or constitute a waiver of any such right or remedy, or shall be
construed as a waiver of any event of default or as acquiescence therein. No single or
partial exercise of any such right or remedy shall preclude any other or further exercise
thereof or the exercise of any other right or remedy. No acceptance of partial payment or
performance of any of Suppliers or ***s obligations hereunder shall constitute
a waiver of any event of default or a waiver or release of payment or performance in full
by Supplier or *** of any such obligation.

|9.19 | Applicable
Law
|---- | --------------

This Agreement shall be subject to
and governed by the laws of the United States and the State of New York, excluding their
choice-of-law principles (other than section 5-1401 and 5-1402 of the New York General
Obligations Law). The United Nations Convention on Contracts for the International Sale of
Goods, 1980, and any successor thereto, will not apply. Any suit must be brought to the
arbitration panel mentioned in Section 8.20, and the Parties irrevocably consent to
personal and exclusive jurisdiction and forum of, and agree to be bound by any arbitration
award rendered by these arbitrators.

|9.20 | Dispute
Resolution
|---- | ------------------

*** and Supplier hereby agree to
attempt to resolve through negotiation any and all disputes between *** and Supplier,
arising out of or in connection with this Agreement or its performance, including, but not
limited to, any questions regarding the existence, validity or termination hereof. At any
time, however, if a Party decides not to pursue negotiations any longer, said dispute
shall be finally settled by binding arbitration. If arbitration is so initiated, it will
be conducted in the English language, will take place in New York, USA and will be
conducted in accordance with the Rules of Arbitration of the International Chamber of
Commerce of Paris, as they may be modified by this Section (the Rules), by
three arbitrators appointed in accordance with said Rules. Arbitrators must have
experience in deciding complex commercial cases, and should preferably have aircraft
industry background.

|9.21 | Remedies
not Exclusive
|---- | ----------------------

The rights and remedies set forth in
this Agreement are not exclusive, except in case the remedy is indicated herein as
exclusive, and nothing contained in this Agreement shall be deemed to diminish or
eliminate any right or remedy which *** may have at law or in equity.

|9.22 | Independent
Contractors
|---- | -----------------------

The relationship between *** and
Supplier shall be that of independent contractors and not of an agent for or partner of
the other for any purpose whatsoever. Neither Party shall represent itself as the agent or
legal partner of the other Party or do any act or thing which might result in other
persons believing that it has authority to contract or in any other way to enter in
commitments on behalf of the other.

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CONFIDENTIAL

CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

|9.23 | Changes
to Supplier Ownership or Affiliation
|---- | --------------------------------------------

If at any time Supplier becomes owned
or controlled by or merges with any person or entity which competes with *** aircraft or
enters into a substantial risk sharing arrangement which risk sharing arrangement is
involved in a undertaking which competes with *** aircraft, Supplier shall notify *** in
advance, and *** may terminate this Agreement by providing written notice to Supplier.
Further, in the event that transfer of de facto control, or of a material part, of
Suppliers business to a third party is contemplated, Supplier shall give timely
notice to ***, but no less than within *** (***) *** prior to any such transfer or, in the
event Supplier does not have knowledge of such transfer prior to its occurrence, Supplier
agrees to give notice to *** within *** (***) *** after said occurrence. Upon such
notification, *** may, at its sole discretion, renegotiate with Supplier mutually
acceptable terms to continue this Agreement or terminate this Agreement without any
liability to ***, other than the payment by each party of the amounts specified in Section
8.2 of this Agreement.

|9.24 | Notices,
Requests and Language
|---- | ------------------------------

All notices and requests in connection
with this Agreement shall be given in English and in writing and may be given by airmail,
facsimile or any other customary means of communication to the contract administrators of
the Program that each Party shall indicate to the other at the appropriate time.

The effective date of any notice or
request given in connection with this Agreement shall be *** (***) *** after the receipt
by the addressee.

The language of this Agreement and
all other documents in any way relating to this Agreement is the English language. In the
event this Agreement or any other document in any way relating to this Agreement is
translated into another language or is issued in more than one language, the version which
shall prevail for all purposes whatsoever is the version written in the English language.

|9.25 | Term
of Agreement
|---- | -----------------

Unless earlier terminated in
accordance with the provisions of this Agreement, or renewed by written agreement of the
Parties prior to the expiration this Agreement shall be valid and effective between the
Parties until December 31st, 2012, and at ***s discretion may be renewed for
additional periods of *** (***) ***. *** shall formalize to Supplier, at least *** ***
prior to the end of the Agreement, intention to extend such Agreement for an additional
*** *** period.

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CONFIDENTIAL

CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

|9.26 | Entire
Agreement
|---- | ----------------

This Agreement, including all
attachments hereto, constitutes the final, complete and exclusive agreement between the
Parties relating to the subject matter hereof and cancels and supersedes all previous
agreements between the Parties relating thereto, whether written or oral. Furthermore, the
terms and conditions contained in this Agreement do not create or represent a precedent
for the interpretation of any other agreements that have been or will be executed between
the Parties not relation to the subject matter hereof.

IN WITNESS WHEREOF, the Parties have
caused this Agreement to be duly executed and delivered by their proper and duly
authorized officers, and to be effective as of the day and year first above written.

|******
Name:   ***Title:   *** |  | Summit Aviation Supply/s/ Andrew Levi
Name:   Andrew LeviTitle:   President
|-------------------------------------------- |  | -----------------------------------------------------------------------------------------

|***
Name:   ***Title:   *** |  | /s/  Paul Cooperman
Name:   Paul CoopermanTitle:   Manager
|----------------------------------------- |  | ------------------------------------------------------------------------

WITNESSES

|***
Name:   ***ID:   *** |  | 
Name: ID:
|-------------------------------------- |  | ------------------------

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