BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

_________________________________________ )

Application of )

)

ORANGE AIR, LLC ) DOCKET DOT-OST-2011-

)

for a Certificate of Public Convenience )

and Necessity (Interstate Passenger )

Charter Service) )

_________________________________________ )

APPLICATION OF ORANGE AIR, LLC

FOR A CERTIFICATE OF

PUBLIC CONVENIENCE AND NECESSITY

Communications with respect to this document should be sent to:

John R. Mietus, Jr.

Law Office of John Mietus, LLC

6701 Democracy Blvd., Suite 300

Bethesda, MD 20817-7500

(202) 747-5212 - Telephone

(240) 396-5362 - Fax

john@mietuslaw.com

Counsel for ORANGE AIR, LLC

APPLICANT REQUESTS THAT THIS APPLICATION BE PROCESSED

THROUGH EXPEDITED, NON-HEARING PROCEDURES PURSUANT TO

SUBPART B OF THE DEPARTMENT’S PROCEDURAL REGULATIONS.

NOTICE: Any person may support or oppose this application by filing an

answer no later than April 22, 2011 an d serving a copy of the answer on

counsel for Applicant and upon persons served with this application.

April 1, 2011BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

_________________________________________ )

Application of )

)

ORANGE AIR, LLC ) DOCKET DOT-OST-2011-

) April 1, 2011

for a Certificate of Public Convenience )

and Necessity (Interstate Passenger )

Charter Service) )

_________________________________________ )

APPLICATION OF ORANGE AIR, LLC

FOR A CERTIFICATE OF

PUBLIC CONVENIENCE AND NECESSITY

Pursuant to 49 U.S.C. § 41102, pa rts 201 and 204 of the Department’s

Economic Regulations, subpart B of the Department’s Procedural

Regulations, and the Department’s St reamlining Initiative in Docket OST2005-22228, Orange Air, LLC (“Orange Air”) respectfully applies for a

certificate of public convenience and necessity authorizing Orange Air to

engage in interstate charter air transpor tation of persons, property, and mail.

Simultaneously with this Application, Or ange Air has applied for a certificate

authorizing it to engage in foreign charter air transportation of persons,

property and mail. As Orange Air wish es to begin passenger operations as

early as November 2011, it requests that the Department process this

application expeditiously using written submissions and simplified, nonhearing procedures as contemplated by sections 302.15 and 302.207 of theOrange Air

Certificate Application

Page 2

Procedural Regulations. In support of it s application, Orange Air provides the

information required by 14 C.F.R. §§ 201.4 and 204.3 in the Exhibits and

Confidential Exhibits attached to this application and states as follows:

1. Experienced commercial aircra ft financiers have teamed with

experienced air carrier managers to form Orange Air, LLC. RWF Capital,

LLC was formed by Hugo Reiter, Jorge L. Wolf, and Alberto Franco to take

advantage of opportunities in the aviati on field. Messrs. Reiter and Wolf,

principals of AirTrust Capital Corp ., currently manage and are equity

holders in a fleet of more than 40 aircra ft under lease to airlines throughout

the world. They met Fred Credno, wh o founded Capital Airways, a contract

air carrier operating under 14 C.F.R. Pa rt 125, when AirTrust began leasing

aircraft to Capital. As the operatio ns of Capital Airways began winding

down, RWF and Credno formed Orange Air to continue that relationship in

the context of a new charter air carrier operating under Part 121.

2. Orange Air intends to begin operations with a single, leased, MD-83

aircraft. It will offer this aircraft for gove rnment contract flights and to public

and private charterers for domestic and foreign operations.

3. With the financial support an d aviation acumen of RWF Capital,

Orange Air unquestionably has the strength to initiate and maintain the

proposed charter operations without posing an undue risk to consumers or

their funds. The principals of RWF Capital have on hand substantial fundsOrange Air

Certificate Application

Page 3

that are committed and immediately available to Orange Air to meet the

Department’s financial fitness test.

4. Senior Orange Air management has the necessary business

expertise and technical ability to offer and manage the proposed passenger

transportation while complying effectivel y with relevant transportation laws.

Led by Fred Credno, a 40+ year aviation veteran, the Orange Air team can

draw on the management experience of its members at a variety of U.S. air

carriers and aircraft operators and in the commercial aircraft setting.

5. Under 49 U.S.C. § 41102(b)(1), th e Department may issue interstate

authority if the applicant is a U.S. ci tizen and meets the Department’s fitness

requirements. That is the case here . Moreover, grant of the requested

certificate authority is in the public in terest, as it will allow Orange Air to

offer charterers new price and serv ice options for domestic passenger

transportation.

6. Further supporting information is provided in Exhibits 1-9 to this

application, attached hereto, and in the accompanying Confidential Exhibits

A-B.

WHEREFORE, Orange Air, LLC re spectfully requests that the

Department of Transportation proces s this application using expedited,

simplified procedures, issue it a cert ificate of public convenience and

necessity to engage in interstate charter air transportation of persons,Orange Air

Certificate Application

Exhibit 1

INFORMATION SUPPLIED PURSUANT

TO THE DEPARTMENT’S REGULATIONS

Orange Air, LLC (“Orange Air”) hereby supplies, in support of its certificate

application, the information required by the Department pursuant to 14

C.F.R. § 204.5, cross-referenced to spec ific provisions of section 204.3.

(a) Name, address, and telephone number of applicant.

Orange Air, LLC

1722 Hangar Road, Building 147

Orlando Sanford International Airport

Sanford, FL 32773

(b-d) Form of organization and state of incorporation; certificate of good

standing and corporate information.

Orange Air is a Delaware limited liability company owned and managed by

Orange Air Holdings, LLC ("Holdings"). The Certificates of Formation of

Orange Air and Holdings, the corresponding Operating Agreements, and a

good standing certificate for Oran ge Air are attached as Exhibit 2 . Orange

Air will provide a similar certificate for Holdings.

(e) Citizenship affidavit.

The affidavit of Chairman Jeff Oshinsky declaring Orange to be a U.S. citizen

under 49 U.S.C. § 40102(a)(15), as required by 49 U.S.C. § 41102, is attached

as Exhibit 3

.Orange Air

Exhibit 1

Page 2

(f) Information relating to key personnel.

Capsule biographies for Orange Air and Holdings key personnel, the holders

of four positions required under 14 C.F.R. ("FAR") § 119.65 (Orange Air

intends to hire a Chief Pilot shortly), and Orange Air's directors of in-flight

and administration are provided below. An organization chart for Orange Air

is attached as Exhibit 4 , more detailed resumes ar e provided in Exhibit 5

, and FAA certificate numbers are provided in Confidential Exhibit A

. (Confidential Exhibits described in this Application have been filed with the

Department under seal and accompanied by a Motion for Confidential

Treatment.) All listed personnel may be reached at the business address

shown above and are U.S. citizens.

Holdings Key Personnel

Hugo Reiter , Manager

Mr. Reiter has 20 years’ experience in commercial aviation as an aircraft

lessor and aviation consultant, having fo unded and served as the President of

three firms, AirTrust Capital Corp., Ae roholdings Group, Inc., and Interavia

Holding Limited, Inc. Before his aviati on career, Mr. Reiter, an architect by

training (B. Arch., University of Miam i), managed several family-owned real

estate development projects, then co-founded and ran a software development

and retail sales company.

Jorge Wolf , Manager

Mr. Wolf has eight years’ aviation experience as the Executive Vice President

and Chief Financial Officer of AirTrust Capital. Before joining AirTrust, he

co-founded and managed one of South Florida’s leading luxury home builders

and practiced law for ten years at a Sout h Florida firm that he joined as an

associate and left as managing partner. He holds a J.D. from the University

of Miami and a B.A. from the University of Michigan.

Alberto Franco , Manager

Mr. Franco joined AirTrust as Vice President, Corporate Development in

2008 after 26 years’ experience in busine ss, securities trading, and portfolio

management at several major New York and Florida securities firms. He

most recently was the head portfolio manager for Bulltick Capital Markets, a

full-service financial services firm specia lizing in Latin America. He holds a

B.A. from Yale University.Orange Air

Exhibit 1

Page 3

Jeff Oshinsky , Chairman

Mr. Oshinsky has practiced business, commercial, and securities law for 21

years at prestigious New York and Miam i firms and in-house at a start-up

technology company. He recently formed his own firm and devotes a

significant amount of time to AirTrust matters and to Orange Air. He holds

a J.D. from Brooklyn Law School and a B.S.B.A. from American University.

Orange Air Key Personnel

Fred W. Credno, Jr. , President & Chief Executive Officer

Mr. Credno brings 43 years’ business and aviation experience to Orange Air.

Since 1985 he has founded and managed a variety of aviation ventures, most

recently Capital Aviation, an internatio nal aviation services company, and its

affiliates Capital Jet, a Part 135 operat or, and Capital Airways, a Part 125

contract air carrier. He also flew fo r Eastern Airlines and managed flight

operations for several other Part 135 operators. He holds an Airline

Transport Pilot certificate and has lo gged more than 18,000 flight hours.

Fred W. (Chip) Credno III , VP Administration and Director of Safety

Mr. Credno, the son of President an d CEO Fred Credno, acted as Vice

President and Senior Program Manager for Capital Aviation from 1997 to

2011. In 1993 he received a B.S. in Business Administration from LeMoyne

College, after which he served as an account manager for United Jet

International, Media Tech, and Arcom Publishing.

Karl Rothman , Chief Financial Officer

Mr. Rothman, a Certified Public Accountant, served as Controller for the

Credno/Capital operations as part of his 21-year career as a financial

professional. He holds a B.A. fr om the University of Virginia.

Paul W.J. Hook , Director of Operations

Mr. Hook, a dual U.S./U.K. citizen, ha s held Chief Pilot or Director of

Operations positions with U.S. Part 125 contract air carriers (most recently

Capital Airways) and Part 135 operators for more than 28 years. He also

served as an air traffic controller an d pilot in the U.K. and Saudi ArabiaOrange Air

Exhibit 1

Page 4

during the 1970s. He holds Airline Tr ansport Pilot and Flight Engineer

certificates and has logged more than 9,000 flight hours.

Kurt Lugar , Director of Quality Assurance and Chief Inspector

Mr. Lugar joined Orange Air after three years as Capital Airways’ Chief

Inspector and Director of Maintenance, and his 22 years’ aviation experience

also includes maintenance manager positions at Spirit Airlines, Southeast

Airlines, and Boston-Maine Airways. He holds an A&P certificate.

Brooke Mayger , Director of Maintenance

Mr. Mayger has 28 years’ aviation experi ence as a certificated mechanic and

flight engineer. After more than two decades of increasing responsibility for

aircraft maintenance at U.S. airlines (acting as Vice President, Technical

Services for SunJet, Laker Airways (US) , and Spirit Airlines), he joined

AirBorne Asset Management and curre ntly assists AirTrust with the

technical management of the aircraft in AirTrust’s portfolio.

Roger Carbon , Director, In-Flight

Mr. Carbon has eight years’ experience as a flight attendant for Capital

Airways, Sky King, and Vanguard and has also worked as a teacher and

delicatessen owner. He holds a B.A. from Pittsburg (KS) State University.

Kimberly Hunter , Director of Administrati on and Human Resources,

Treasurer and Secretary

Ms. Hunter has seven years’ aviation management experience with Capital

Aviation and SkyLink USA, which she joined after 20 years in various

accounting and payroll-related positions.

(g) Relevant corporations; persons having a substantial interest in the

applicant.

Holdings and RWF Capital are “relevant corporations” within the meaning of

Part 204, as RWF will provide Orange Air necessary financial support, and

its three owners also own 58% of Holdin gs. RWF's interests are owned by the

three individuals listed above in equal shares. Chip Credno owns 40% of

Holdings, and Jeff Oshinsky holds th e remaining two percent through a

single-member Florida limited li ability company, JO Holdings, LLC.Orange Air

Exhibit 1

Page 5

(h,i) Subsidiaries; ownership and control of other carriers or

aeronautical enterprises.

Orange Air is a newly-formed limited liability company with no subsidiaries.

It has no subsidiaries and holds no inte rest in any other air carrier, foreign

air carrier, common carrier, or person substantially engaged in the business

of aeronautics.

(j,k) Financial statements.

As newly-formed companies, Orange Air and Holdings have no meaningful

assets, and RWF has existed for only a few months in connection with Capital

Airways and Orange Air activities. An initial, pro forma balance sheet for

Orange Air is attached as Exhibit 6 . As these companies develop a financial

history during the certification proc ess, Orange Air will submit updated

financial statements to the Department. Initial Orange Air activities will be

funded by RWF Capital, whose principa ls have committed financing to RWF,

Holdings, and Orange Air from their pe rsonal assets. Letters evidencing

those commitments, together with third-party funding verifications (with

account numbers), are included in Exhibit 7

.

(l,m) Actions and outstanding judgments.

To Orange Air's knowledge, there are no claims, lawsuits, or pending actions

against Orange Air or Holdings, and no ne of the key personnel identified

herein have any actions or outstandin g judgments to report under 14 C.F.R.

§ 204.3(l-m).

(n) Fleet information.

Orange Air intends to begin passenger charter operations with a single MD83 aircraft, manufacturer's serial numbe r 49415, that is configured for 169

passengers. This aircraft is managed by AirTrust Capital and owned by the

Bank of Utah, as owner trustee on behalf of private investors, and it will be

leased to Orange Air. Orange Air will submit a copy of the safety affidavit

required by 14 C.F.R. § 204.5(n)(3) when the aircraft is delivered to Orange

Air after a heavy maintenance check late r this year; the carrier intends to

rely on certificated, third-party mainte nance and repair organizations for all

heavy maintenance.Orange Air

Exhibit 1

Page 6

(o) Pending investigations, actions, or formal complaints filed by DOT

or the FAA regarding compliance with Federal aviation laws or

orders, rules, regulations, or requirements under those laws.

No pending investigations, enforcement actions or formal complaints have

been filed against Orange Air or Ho ldings concerning compliance with

Federal aviation laws. Further, to the carrier’s knowledge, none of the key

personnel identified herein have any pending investigations, actions, or

complaints to report und er 14 C.F.R. § 204.3(o).

(p) Other charges.

To Orange Air's knowledge, neither Or ange Air, Holdings, nor any of the key

personnel identified herein have ha d charges of unfair or deceptive or

anticompetitive business practices, or of fraud, felony or antitrust violation,

brought against them in the past ten years.

(q) Aircraft accidents or incidents.

To Orange Air's knowledge, neither Oran ge Air, Holdings, nor any of the key

personnel identified herein have experienced aircraft accidents or incidents

that occurred in the preceding year or that remain under investigation by the

FAA or the NTSB.

(r) Brief narrative history of the applicant.

The principals of RWF Capital and the Crednos were introduced when

Capital Airways began leasing aircraft from AirTrust for Part 125 operations.

As the operations of Capital Airways began winding down, Orange Air was

formed to continue that relationship in the context of a new charter air

carrier operating under Part 121.

To date, Orange Air and Holdings have not conducted any business and are

focusing on the certification of Or ange Air as a charter air carrier.

(s) Federal, State, and foreign transportation authority.Orange Air

Exhibit 1

Page 7

On March 14, 2011, Orange Air filed a pre-application statement of intent

with the FAA's South Florida Certificat e Management Office describing its

proposal to begin passenger charter operations.

(t) Operating projections and a description of the service to be

operated.

Orange Air proposes to begin passenger charter operations in November 2011

with a single, leased, MD-83 aircraft . It will offer this aircraft for

government contract flights and to pub lic and private charterers for domestic

and foreign operations.

Exhibit 8 includes forecast pre-operatin g expenses, forecast first-year

expenses, and basic operating statistics for the proposed passenger operation,

as well as forecast bal ance sheets for the first full year of operations.

Projected revenue and a summary of the forecast are provided as Confidential

Exhibit B . Both exhibits were prepared by Karl Rothman, CPA.

Orange Air understands that charters of the type it will of fer typically involve

"ACMI" contracts, under which charterers will be directly responsible for fuel

costs. 1 / To summarize its forecast, Orange Air anticipates that its start-up

costs related to passenger charter operations will be $1.44 million and that

its first full year's operating ex penses will total $5.93 million.

The capital required for Orange to cond uct its initial services and to meet the

Department's financial fitness requir ement will be provided through RWF

Capital, which has committed through an agreement among its members to

make available a minimum of $3.03 million, matching the funding

requirement demonstrated on the assumptions page of Exhibit 8.

Orange Air does not anticipate a near-ter m net annual change in aircraft fuel

consumption of 10 million gallons or more, and it has determined that

adequate fuel is available for this se rvice. To the extent the Department

nonetheless concludes that grant of the requested authority would constitute

a major regulatory action, Orange Air requests that the Department waive

the requirement that an Energy St atement under 14 C.F.R. Part 313 be

prepared.

1 / Where, as here, a party other than the carrier is contractually responsible for

certain operating expenses, the Department does not include those expenses

in calculating financial reserve requirements. See, e.g., Dynamic Airways,

LLC, Order 2010-9-17 at 5-6; Platinum Airlines, Inc. , Order 2005-10-13 at 4;

Primaris Airlines, Inc. , Order 2004-7-8 at 2-3.Orange Air

Exhibit 1

Page 8

(u) Montreal Agreement (relating to liability); family assistance and

passenger manifest plans.

Orange Air will file the required co unterpart of the Montreal Agreement in

Docket OST-1995-236, a family assist ance plan in Docket OST-1996-1960,

and a passenger manifest plan pu rsuant to Docket OST-1998-3305.

(v) Certification.

Attached as Exhibit 9.Execution Copy

1 LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

ORANGE AIR HOLDINGS, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of

ORANGE AIR HOLDINGS, LLC

, a Delaware limited liability company (the “Company”), is executed

this 9 th day of February, 2011, by and among the Company, RWF Capital, LLC, a Delaware limited

liability company (“RWF Capital”), JO Holdings, LLC, a Florida limited liability company (“JO

Holdings”), and FREDERICK W. CREDNO, III ( “Credno”). For purposes of this Agreement, RWF

Capital, JO Holdings and Credno shall collectively be referred to herein as the “Members” and each

individually as a “Mem ber”.

RECITALS :

WHEREAS

, the Company was formed as a limited liability company under the Delaware

Limited Liability Company Act (6 Del. C. § 18

‐ 101, et seq

., as amended from time to time and any

successor statute thereto (the “Act ”)) by filing with the Secretary of State of the State of Delaware

the certificate of formation of the Company (the “Certificate of Formation ”); and

WHEREAS

, the Company has not commenced business operations and has not incurred or

agreed to incur any liabilities other than organizational expenses relating to the formation of the

Company; and

WHEREAS

, effective as of the date of this Agreement, the Members have adopted this

Agreement as a complete statement of the rights and ob ligations of the Members; and

WHEREAS

, the Members have entered into this Agreement as the “Limited Liability

Company Agreement” of the Company within the meaning of the Act;

NOW, THEREFORE

, in consideration of the mutual covenants contained herein and other

valuable consideration, the receipt and adequa cy of which are hereby acknowledged, the parties

hereto hereby agree as follows:

ARTICLE I

‐ DEFINITIONS

Definitions

. The following terms used in this Agreement shall have the following meanings

(unless otherwise expressly provided herein):

“Act” has the meaning set forth in the Recitals.

“Affiliate” means, with respect to an individual natural person, such individual’s spouse,

parents, siblings, and issue; and any Entity in which such individual holds an interest (as an owner

, beneficiary, or otherwise); and any Affiliate of any of the foregoing. “Affiliate” means, with respectExecution Copy

2 to an Entity, any Person which holds an interest (as owner, beneficiary or otherwise) in such Entity;

any Person in which such Entity holds any interest (as owner, beneficiary or otherwise); and any

Person which is under common ownership or control with such Entity; and any Affiliate of any of

the foregoing.

“Call Right No tice” has the meaning set forth in Section 9.6.

“Call Right” has the meaning set forth in Section 9.6.

“Call Right Purchase Price” has the meaning set forth in Section 9.6.

“Capital Account” means for each Member the capital account established pursuant to

Section 6.7 hereof and maintained in a ccordance with the provisions of this Agreement and the

Treasury Regulations.

“Capital Contribution” means any contribution to the capital of the Company in cash or

property by a Member whenever made.

“Certificate of Formation” has the meaning set forth in the Recitals.

“Change of Control” has the meaning set forth in Sect ion 9.1(e).

“Class A Holder” means a Member holding Class A Units.

“Class A Interests” means Membership Interests representing a fractional part of the

interests of the Members in the Company and having the rights and obligations specified with

respect to Class A Interests in this Agreement.

“Class B Holder ” means a Member holding Class B Units.

“Class B Interests” means Membership Interests representing a fractional part of the

interests of the Members in the Company and having the rights and obligations specified with

respect to Class B Interests in this Agreement.

“Code” means the Internal Reve nue Code of 1986, as amended from time to time (and any

corresponding provisions of succeeding law).

“Credno” has the meaning set forth in the introductory paragraph of this Agreement.

“Distributable Cash” means, with respect to the Company for a period of time, all funds

then on

‐ hand or in bank accounts of th e Company, regardless of the source of such funds,

available for distribution to the Members or to the Company after provision has been made for

payment of all operating expenses of the Company.Execution Copy

3 “Drag

‐ Along Member” has the meaning set forth in Section 9.2(c)(i).

“Drag

‐ Along Right” has the meaning set forth in Section 9.2(c)(i).

“Entity” means a trust, estate, domestic corporation, foreign corporation, professional

corporation, general partnership, limited partnership, limited liability company, foreign limited

liability company, unincorporated association, or any other form of enti ty.

“Exit Event” means a transaction or series of related transactions: (i ) involving the sale,

transfer or other disposition (including by merger, contribution or similar transaction) by any

Member or Members (and/or any one or more of their respective Affiliates) to one or more

Persons that is or are not, immediately prior to such sale, transfer or other disposition, an Affiliate

of the Company or such transferring Member or Members, of 51% or more of the outstanding

Membership Interests of the Company; or (ii ) involving the sale, transfer or other disposition of all

or a substantial portion of the assets of (A) the Company (including the membership interests of

the Subsidiary) or (B) the Company’s subsidiaries taken as a whole, to one or more Persons that is

or are not, immediately prior to such sale, transfer or other dispos ition an Affiliate of the

Company.

“Fiscal Year” means the calendar year ending December 31.

“JO Holdings” has the meaning set forth in the introductory paragraph of this Agreement.

“Income” means, for each Fiscal Year or other period, each item of income and gain as

determined, recognized and clas sified for federal income tax purposes, provided that any income

or gain that is exempt from federal income tax shall be included as if it was an item of taxable

income.

“Initial Capital Contribution” means the initial contribution to the capital of the Company

made by a Member as set forth on Sche dule I attached hereto.

“Initiating Seller” has the meaning set forth in Section 9.2(d).

“Loss” means, for each Fiscal Year or other period, each item of loss or deduction as

determined, recognized and classified for federal income tax purposes, increased by

(i) expenditures described in Section 705(a)(2)(B) of the Code, (ii) expenditures, contem plated by

Section 709 of the Code (except for amount with respect to which an election is properly made

under Section 709(b) of the Code); and (iii) expenditures resulting in a deduction for a loss incurred

in connection with the sale or exchange of Company property that is disallowed to the Company

under Section 267(a)(1) or Sec tion 707(b).

“Manager” means each individual named on Schedule II attached hereto, or any other

persons that succeed such Managers in their capacity as manager or any other persons who areExecution Copy

4 appointed to act as manager of the Company as provided herein. “Managers” refers to such

persons as a group.

“Member” means each Person designated as a member of the Company on Schedule I

hereto, or any additional member admitted as a member of the Company in accordance with

Section 3.2. “Members” refers to such Persons as a group. “Member” shall not include any

transferee of a Membership Interest (including but not limited to a deceased Member’s personal

representative) unless and until such transferee has been admitted as a Member in acc ordance

with Section 3.2(a).

“Membership Interest” means, except where otherwise provided in Article IX, all of a

Member’s rights in the Company, including without limitation, the Member’s share of the profits

and losses of the Company, the right to receive distributions of the Company’s assets, any right to

vote and any right to pa rticipate in the management of the Company as provided in the Act and

this Agreement. “Membership Interests” shall mean collectively the Class A Interests, the Class B

Interests and any other class of Interests created hereunder from time to time.

“Net Income” and “Net Los s” means, for each Fiscal Year or other relevant period, (i) the

excess of the Income for such period over the Loss for such period, or (ii) the excess of the Loss for

such period over the Income for such period, respectively. Net Income or Net Loss shall be

calculated only after payment of all ordinary and necessary business expenses of the Company.

“Non

‐ Drag

‐ Along Member” or “Non

‐ Drag

‐ Along Members” shall have the meaning set

forth in Section 9.2(c)(i).

“Non

‐ Permitted Transfer” means any purported Transfer of a Membership Interest or

portion thereof which is made or attempted without comp liance with or not in accordance with all

the restrictions, conditions and limitations contained in Article IX and elsewhere in this Agreement.

“Percentage Interest” as to any Member shall mean the percentage of his or its

Membership Interest relative to all outstanding Membership Interests in the Company, as set forth

opposite such Member’s name on Schedule I hereto; provided

, however

, that if a Non

‐ Permitted

Transfer or unpermitted Change of Control of a Member occurs, the percentage of such Members’

Membership Interests shall be excluded from the calculation of Percentage Interest.

“Permitted Transfer” means a Transfer of a Membership Interest or portion thereof under

Section 9.2, which is made after compliance with and in accor dance with all the restrictions,

conditions and limitations contained in Article IX of this Agreement.

“Person” means any individual natural person or any Entity.

“Preferred Distribution” means an annual distribution payable with respect to the Class A

Units in an amount equal to the Stipulated Rate on each of the Class A Member’s Capi tal Account

balance. The Preferred Distribution shall be payable to the Class A Members until such time asExecution Copy

5 the aggregate amount of Preferred Distributions received by the Class A Members is equal to the

Preferred Distribution Cap, at which time the Preferred Distribution shall terminate and shall no

longer be payable by the Company. The Preferred Distribution shall be paid in accordance with the

terms of Section 7.2 hereof. In the event that the Managers determine that there is not sufficient

Distributable Cash available to pay the Preferred Distribution to the Class A Holders, such

Preferred Distribution amount shall be accrued until paid.

“Preferred Distribution Cap” shall mean Nine Hundred Fifty Thousand Dollars

($950,000.00).

“Required Member Approval” has the meaning set forth in Se ction 3.4.

“RWF Capital” has the meaning set forth in the introductory paragraph of this Agreement.

“Stipulated Rate” means an annual rate of interest equal to ten percent (10%), calculated

on the basis of a 365

‐ day year.

“Subsidiary” has the meaning set forth in Section 2.4(a).

“Tag

‐ Along Right ” has the meaning set forth in Section 9.2(d).

“Transfer” means any form of transfer or assignment of a Membership Interest or any

portion thereof, including but not limited to a sale, assignment, gift, exchange or other disposition,

whether voluntary or involuntary (including, but not limited to, (i ) any transfer by reason of the

death, dissolution or incompetence of a Member, the filing of a voluntary or involuntary petition in

bankruptcy by or against any Member, and any transfer by reason of the application against any

Member by court order of any equitable distribution laws, marital or commu nity property laws, or

other similar law or (ii) such Membership Interests become subject of a charging order including

under Section 18

‐ 703 of the Act). “Transfer” shall also include any indirect transfer of control of a

Membership Interest occurring by reason of the sale or other transfer of more than fifty

percent (50%) of th e outstanding voting interests in any Member which is an Entity within any

consecutive twenty

‐ four (24) month period.

“Treasury Regulations” means the Income Tax Regulations and Temporary Regulations

promulgated under the Code, as such regulations may be amended from time to time (including

corresponding pr ovisions of succeeding regulations).

“Unreturned Capital ” means on any day, with respect to each Member, the amount of

such Member’s aggregate prior Capital Contributions to the Company, plus the amount of any

Preferred Distribution accruals (if any) and less the aggregate amount of all prior Distributions

made by the Company to such Member pursuant to Section 7.2(c) hereof.Execution Copy

6 ARTICLE II

‐ FORMATION OF THE COMPANY

2.1 Formation

. The Company was formed on February 2, 2011, upon filing with the

Delaware Secretary of State of the Certificate of Formation. In consideration of the mutual

promises and covenants contained herein and other good and valuable consideration, the receipt

and sufficiency of which is hereby acknowledged, the parties hereto agree that the rights and

obligations of the parties and the m anagement, administration and termination of the Company

shall be governed by this Agreement.

2.2 Name

. The business and affairs of the Company shall be conducted under the

name ORANGE AIR HOLDINGS, LLC. The name of the Company may be changed from time to time

by amendment of the Certificate of Formation. The Company may transact business under an

assumed name, by filing an assumed name certificate in the manner presc ribed by applicable law.

2.3 Principal Office; Registered Agent and Office

.

(a) The principal office and place of business of the Company shall be

maintained at

___________________________________, _________________, or such

place as is determined by the Managers from time to time.

(b) The registered agent and office of the Company in Delaware shall be as

provided in the Certificate of Formation, or as otherwise desi gnated by the Managers in

accordance with applicable law from time to time.

2.4 Purposes and Powers

.

(a) The Company’s purpose is the beneficial ownership of 100% of the issued

and outstanding membership interests of Orange Air, LLC, a Delaware limited liability

company (the “Subsidiary”). The Company shall have the power to do all acts and things

necessary or useful in connection with the foregoing.

(b) The Company shall have any an d all powers which are necessary or

desirable to carry out the purpose and business of the Company, to the extent the same

may be legally exercised by limited liability companies under the Act.

2.5 Nature of Members’ Interests

. The interests of the Members in the Company shall

be personal property for all purposes. Legal title to all Company assets shall be held in the name of

the Company. Neither any Member nor a successor, representative or assign of such Member,

shall have any right, title or interest in or to any Company property except as otherw ise provided

herein, or the right to partition any property owned by the Company.Execution Copy

7 ARTICLE III

‐ MEMBERS

3.1 Names and Addresses of Members

. The names, addresses and Percentage

Interests of the Members are as reflected in Schedule I attached hereto, which Schedule I shall be

amended by the Company as of the effectiveness of any Permitted Transfer or subsequent

issuance of any Membership Interest by the Company. However, the failure to timely amend such

Schedule I shall not affect the rights of any transferee admitted as a Member of the Company as

provided in this Agreement.

3.2 Admission of New Members

.

(a) A transferee of a Membership Interest pursuant to a Permitted Transfer

shall not be admitted as a Member unless: (1) the transferee has consented in writing (in a

form satisfactory to the Managers) to be bound by all the terms and conditions of this

Agreement, and (2) except in the case of a transferee described in para graph (b) or

paragraph (c) of Section 9.2 below, a majority of the Members agree to the admittance of

such transferee as a Member (such consent not being required in the case of a transferee

described in paragraph (b) or (c) of Section 9.2 so long as there is compliance with the

term s thereof).

(b) In the case of a Person acquiring a Membership Interest directly from the

Company, subject to the Required Member Approval, the Person shall become a Member

with respect to such Membership Interest only upon making the agreed upon initial Capital

Contribution required of such new Memb er and compliance with any additional conditions

specified by the Managers for admission.

3.3 Meetings of Members; Quorum; Action Without a Meeting

.

(a) A meeting of the Members may be held at any time at the principal office of

the Company, or at any other location to which the Members by Required Member

Approval agree, on call of any Member or any Manager upon seven (7) days’ written notice

to all Members stating the time and place of th e meeting. Such notice need not specify the

purpose of the meeting; and such notice may be waived before, during or after the

meeting, and is deemed waived by voluntary attendance at such meeting.

(b) Any combination of Members who, in the aggregate, own more than fift y

percent (50%) of the outstanding Percentage Interests in the Company shall constitute a

quorum at all meetings of the Members.

(c) Members may participate in any meeting of the Members by means of a

conference telephone or similar communications equipment, provided all persons

participating in the meeting can hear one anoth er, and such participation in a meeting shall

constitute presence in person at the meeting.Execution Copy

8 (d) All actions of the Members provided for herein may be taken without a

meeting by written consent signed Members holding all of the Percentage Interests in the

Company. Such consent shall be kept with the Company’s books and records.

3.4 Actions by Members (Other than for Appointment of Manage rs)

. Except for a

matter for which the affirmative vote of the holders of a greater portion of the Membership

Interests entitled to vote is required by the Certificate of Formation, this Agreement or the Act

(but only to the extent the Act does not permit reduction in this Agreement of the required

percentage), the act of th e Members shall be by the affirmative vote of Members holding more

than fifty percent (50.0%) of the total outstanding Percentage Interests in the Company (the

“Required Member Approval”).

3.5 Action by Members to Appoint Managers

. Managers shall be appointed only in the

manner prescribed in Section 4.2 below.

3.6. Compensation of Members

. No Member shall receive a salary or otherwise be

compensated for its personal services to the Company, unless such compensation is approved by

Required Member Approval or pursuant to an employment, consulting or similar service

agreement or arrangement between the Company and such Member.

3.7 Voting

. Holders of Class A Membership Interests and Class B Membership Interests

shall be entitled to one vote per Membership Interest on any matter voted on by the Members as

provided in this Agreement or required by applicable law.

ARTICLE IV

‐ MANAGEMENT BY MANAGERS

4.1 Management

.

(a) The business and affairs of the Company shall be managed by the

Managers. In addition to the powers and authorities expressly conferred by this

Agreement upon the Managers, the Managers shall have full and complete authority,

power and discretion to manage and control the business of the Company, to make all

decisions re garding those matters and to perform any and all other acts or activities

customary to or incident to the management of the Company’s business, except only as to

those acts and things as to which approval by the Members is expressly required by the

Certificate of Formation, by this Agreement, or by the Act or other applica ble law (but only

to the extent such Act or other applicable law does not permit elimination by this

Agreement of such requirement for Member approval).

(b) Except for a matter for which the affirmative vote of a greater number of

the Managers is re quired by the Certificate of Formation, this Agreement, or the Act (but

only to the extent the Act does not permit reduction in this Agreement of the required

percentage), all decisions of the Managers shall be made pursuant approval of theExecution Copy

9 managers constituting a majority of the outstanding Membership Interests (determined in

accordance with Section 4.2).

(c) If, as to any matter or action requiring the approval, consent or affirmative

vote of Managers, there is a tie vote for and against the proposed matter or action, then

any Manager may therea fter call a meeting of the Members as provided in Section 3.3 for

the Members to vote on the proposed matter or action. The decision of the Members in

such matter shall supersede the decision (or lack thereof) of the Managers. This paragraph

(c) shall not apply to any matter or action requiring the appr oval, consent or affirmative

vote of all the Managers or of Managers holding a greater percentage than a simple

majority of the total Managers’ voting power (as described in Section 4.2 below).

(d) The Managers may elect one or more officers, who may but need not be

Members or Managers of th e Company, with such titles (which may include a “President”

or a “General Manager”), duties and compensation as may be designated by the

Managers, subject to any applicable restrictions specifically provided in this Agreement or

contained in the Act.

4.2 Appointment of Managers; Number; Qualifications

.

(a) There shall initially be five (5) Managers of the Company, which shall be

appointed as follows: three by RWF Capital (collectively, the “RWF Managers”), one by JO

Holdings (the “JO Holdings Manager”), and one by Credno (the “Credno Manager”). For

matters requiring a majority vote of the Managers, the RWF Manager’s vote sh all

constitute a 58% interest in the Company, the JO Holdings Manager shall constitute a 2%

interest in the Company and the Credno Manager’s vote shall constitute a 40% interest in

the Company. RWF Capital, JO Holdings and Credno shall each have the right to (i) to

remove any Manager appointed by such Memb er, (ii) to appoint an individual to serve as

successor Manager to any Manager appointed by such Member who ceases to serve for

any reason whatsoever, and (iii) thereafter to remove and replace any such successor

Manager, all in such Member’s sole discretion and at any time and fro m time to time.

(b) Any removal of a Manager and/or appointment of a successor Manager as

above provided shall be made by written notice to all of the Members and to the other

Manager.

(c) Managers need not be residents of the State of Delaware or Members of

the Company.

(d) The number of Managers of the Company may only be changed by

amendment of Section 4.2(a) above (by Required Member Approval).

(e) The names and consents of the initial Managers to serve as such are

evidenced on Schedule II attached hereto. Such Schedule shall be amended upon anyExecution Copy

10 change of Managers. However, the failure to timely amend such Schedule shall not affect

the rights or obligations (or lack thereof) of any new or prior Manager of the Company as

provided in this Agreement.

4.3 Removal of Managers

. A Manager may only be removed in the manner prescribed

in Section 4.2(a) above.

4.4 Resignation of Managers

. Any Manager of the Company may resign at any time by

giving written notice to all of the other Managers and all the Members of the Company. The

resignation of any Manager shall take effect upon receipt of notice thereof or at such later time as

shall be specified in such notice.

4.5 Meetings; Quor um; Action Without a Meeting

.

(a) A meeting of the Managers may be held at any time at the principal office

of the Company, or at any other location to which all of the Managers agree, upon call of

any Manager on seven (7) days’ written notice to all Managers stating the time and place

of the meeting. Su ch notice need not specify the purpose of the meeting; and such notice

may be waived before, during or after the meeting, and is deemed waived by voluntary

attendance at such meeting.

(b) Any combination of Managers who constitute more than fifty percent (50%)

of the total Percentage Intere sts (as determined in accordance with Section 4.2) shall

constitute a quorum at all meetings of the Managers.

(c) Managers may participate in any meeting of the Managers by means of a

conference telephone or similar communications equipment, provided all persons

participating in the meeting can hear one another, and such participa tion in a meeting shall

constitute presence in person at the meeting.

(d) All actions of the Managers provided for herein may be taken without a

meeting by written consent signed by all the Managers. Such consent shall be kept with

the Company’s books and records.

4.6 Powers

. The vote of Members holding a majority of the total outstanding

Percentage Interests in the Company shall have authority to:

(a) Negotiate, enter into, and execute contracts and to incur obligations for

and on behalf of the Company in connection with the business of the Company;

(b) Execute on behalf of the Company any and all do cuments or instruments

that are appropriate in carrying out the purposes of the Company; andExecution Copy

11 (c) Cause all other things to be done on behalf of the Company appropriate to

accomplish the Company’s purposes.

4.7 Compensation of Managers

. The compensation (if any) of the Managers shall be

fixed from time to time by the majority approval of the Members.

ARTICLE V

‐ LIMITATION OF LIABILITY

AND INDEMNIFICATION OF MEMBERS AND MANAGERS

5.1 Limitation of Liability

. No Person who is a Member of the Company or is serving or

who has served as Manager of the Company shall be liable to the Company or any of its Members

or Managers for monetary damages for any act or omission in such Person’s capacity as a Member

or Manager of the Compa ny, except to the extent that this limitation of liability exceeds that

permitted by the Act. No repeal or modification of this section or amendment to the Certificate of

Formation of the Company shall adversely affect the right or protection granted herein to a

Member or Manager with respect to any matter that occurred prior to such repeal, mod ification

or amendment.

5.2 Indemnification

. The Company shall indemnify the Members and Managers of the

Company to the fullest extent permitted by the Act, as amended from time to time, and the

Company may advance expenses incurred by a Member or Manager upon (i) the approval of the

Managers (excluding any Manager seeking indemnity), and (ii) the receipt by the Compan y of an

undertaking by such Member or Manager to reimburse the Company unless it shall ultimately be

determined that such Member or Manager is entitled to be indemnified by the Company against

such expenses.

5.3 Other Rights

. The indemnification provided by this Agreement shall: (i) continue as

to a Person who ceases to be a Member or Manager with respect to any matter that occurred

while such Person was a Member or Manager; (ii) inure to the benefit of the estate, heirs,

executors, administrators or other successors of the indemnities her eunder; and (iii) not be

deemed to create any rights for the benefit of any other person or entity.

ARTICLE VI

‐ CONTRIBUTIONS TO CAPITAL;

CAPITAL ACCOUNTS

6.1 Initial Capital Contributions; Shares

. The nature and value of the initial Capital

Contributions of the Members are as set forth on Schedule I hereto, and shall be made upon

execution of this Agreement. The Company shall issue certificates to the Members to evidence the

ownership of their respective Membership Interests. The Company shall have authority to issue up

to and including 100 Membership Interests.

6.2 Additional Capital Contributions

. The Managers shall notify the Members of the

need, if any, for additional Capital Contributions (beyond the initial Capital Contributions described

in Section 6.1 hereof). Any additional Capital Contributions from the Members to the CompanyExecution Copy

12 must be approved by Required Member Approval. If so approved, the Members shall be obligated

to make such additional Capital Contributions ratably in accordance with such Members’ then

existing Percentage Interest, within thirty (30) days after such approval or as otherwise

determined by the Members.

6.3 Failure to Make Additional Capital Contri butions

. In the event any Member (the

“Defaulting Member”) fails to fulfill any commitment to contribute any additional Capital

Contributions under Section 6.2 and has not yet cured such default (a “Deficiency”), the other

contributing Member or Members (each a “Contributing Member” and collectively as

“Contributing Members”) may, but are not required to, fund th e Deficiency on behalf of the

Defaulting Member as a “Contribution Loan ” from such Contributing Member to such Defaulting

Member. Each Contributing Member shall have the right, but not the obligation, to participate in

such Contribution Loan in proportion to its Percentage Interest. Any such Contribution Loan shall

be secured by a pledge of the Membership Interests of the Defaulting Member, evidenced by a

written promisso ry note executed by the Defaulting Member, the principal amount of which shall

bear interest at the rate of eighteen percent (18.0%) per annum until repaid unless waived by the

Contributing Member, in its sole discretion and, except as otherwise payable hereunder, shall be

payable on the earlier of (i) demand of the Contributing Member(s) and (ii) in acc ordance with the

provisions of Section 7.2 hereof. Such loan shall not limit or prevent the exercise by the Company

(through action taken by the Managers, excluding any Manager appointed by the Defaulting

Member) of any other legal or equitable remedies against the Defa ulting Member for failure to

make such capital contribution, all of which remedies are expressly reserved. The Contribution

Loan shall not be treated as a Capital Contribution by the Contributing Member or Members or

increase such Contributing Member’s or Members’ Percentage Interest.

6.4 Offset

. Without limiting the remedies available to the Managers and the

Members, but in addition thereto, the Managers may elect to offset any distributions due and

payable to the Defaulting Member by the amount of or any portion of the Deficiency or any

Contribution Loan until such time as the Deficiency or the Contribution Loan, plus any interest

accrued on either or bo th, is paid in full. Offsets shall be made first against Deficiencies (and

interest) that have not been made up by Contribution Loan, and then against Contribution

Loans (and interest) in the order in which they were made.

6.5 Indemnification by the Defaulting Member

. The Defaulting Member shall

indemnify, defend and hold harmless the Contributing Members from and against any and all

claims, actions, losses, liabilities, damages, costs and expenses (including attorneys’ fees and

expenses) for funds advanced by the Contributing Member or Members on account of the

Defaulting Member.

6.6 Continuing Obligation

. Until such time as the Deficiency and/or Contribution

Loans(s), as the case may be, has been paid in full to the Company or the Contributing Member

or Members, as applicable, by a Non

‐ Contributing Member, whether by direct payment or by

offset as provided above, such Non

‐ Contributing Member shall remain liable to the Company or

the Contributing Member or Member s for the unpaid portion of the Deficiency and/or theExecution Copy

13 Contribution Loan(s), as the case may be, together with interest accrued on each at the

Contribution Loan Rate from the date of the Deficiency until the payment in full thereof.

6.7 Capital Accounts

.

(a) The Company shall maintain separate “book” and “tax” Capital Accounts for

each Member pursuant to the principles of this Section 6.7 and Treasury Regulation

Section 1.704

‐ 1(b). Unless otherwise specifically provided herein, all references to "Capital

Accounts" shall be references to "book" capital accounts and not "tax" capital accounts.

The initial Ca pital Account of each Member shall be equal to his or its Initial Capital

Contribution as set forth in Schedule I attached hereto.

(b) A Member’s Capital Account shall be increased by (i) the amount of

subsequent Capital Contributions to the Company by or on behalf of such Member under

Section 6.2(e) or otherw ise, and (ii) the share of the Company’s Income allocated to such

Member pursuant to Section 7.1. A Member’s Capital Account shall be decreased by (i)

the amount of cash distributed to the Member by the Company pursuant to Section 7.2 or

otherwise and (ii) the share of the Compan y’s Loss allocated to such Member pursuant to

Section 7.1.

(c) The provisions of this Section 6.7 and other portions of this Agreement

relating to maintenance of Capital Accounts are designed to comply with the requirements

of Treasury Regulation Section 1.704

‐ 1(b). The Members intend that such provisions be

interpreted and applied in a manner consistent with such Treasury Regulations. The

Managers may modify the manner in which the Capital Accounts are maintained if they

determine that such modification (i) is required or prudent to comply with the Treasury

Regulations and (ii) will not have a material effect on the amounts distri butable to any

Member upon the dissolution of the Company.

6.8 Withdrawal or Reduction of Members’ Contributions to Capital

. No Member shall

have the right to withdraw all or any part of its Capital Contribution from the Company or to

receive any return on any portion of its Capital Contribution, except as may be otherwise

specifically provided in this Agreement. Under circumstances involving a return of any capital, no

Member shall have th e right to require receipt of property other than cash.

6.9 No Interest on Capital Contributions

. No interest shall be paid on any capital

invested in the Company unless expressly provided herein to the contrary.

6.10 Liability of Members

. No Member shall be liable for the debts, liabilities or

obligations of the Company beyond his or its respective Initial Capital Contribution and any

Additional Capital Contribution (including any Contribution Loan) required of such Member

pursuant to Sections 6.2 or 6.3 above; provided that all provisions in this Agreement requiring any

Member to make any Additional Capital Contributions are intended solely for the benefit of the

parties hereto and not for the benefit of any third party, and shall be enforceable only by theExecution Copy

14 parties hereto and not by any Person not a party hereto. Except as otherwise expressly provided

herein, no Members shall be required to contribute to the capital of, or to loan any funds to, the

Company.

ARTICLE VII

‐ ALLOCATIONS AND DISTRIBUTIONS

7.1 Allocations

.

(a) General

. Subject to the following paragraph (b) and Exhibit A (Regulatory

Allocations) hereto, for purposes of determining the rights of the Members as among

themselves, Net Income or Net Loss, if any, for a Fiscal Year or other period, shall be

allocated to the Members in the same proportions as their respective Percentage Interests

as set forth on Schedule I hereto.

(b) Allocations Pursuant to Section 704(c) of the Code

. In accordance with

Section 704(c) of the Code and the Regulations thereunder, income, gain, loss and

deduction with respect to any property contributed to the capital of the Company shall,

solely for tax purposes, be allocated among the Members so as to take account of the

variation, if any, between the adjusted basis of such pr operty to the Company for federal

income tax purposes and its agreed fair market value at the time of its contribution to the

Company. Any elections or other decisions relating to such allocations shall be made by the

Managers in any manner that reasonably reflects the purpose and intention of th is

Agreement. Allocations pursuant to this Section 7.1(b) are solely for income tax purposes

and shall not affect, or in any way be taken into account in computing, any Member’s book

Capital Account or distributable share of net profits, net losses, other items, or

distributions pursuant to this Agreement.

7.2 Non

‐ Liquidating Monthly Distributions

. On the 15 th calendar day of each and every

month, or as soon thereafter as practicable, the Managers shall cause the Company to distribute

to the Members, after payment of all operating expenses of the Company or the reservation or

withholding of such other amounts as reasonably determined by the Managers, all then remaining

Distributable Cash. Distr ibutions of Distributable Cash shall be made in the following order of

priority:

(a) First

, to the Class A Holders, pro rata in accordance with their Preferred

Distribution entitlement, until the Class A Holders have received Distributions under this

Section 7.2(a) equal the annual Preferred Distribution amount (subject to the application of

the Preferred Distribution Cap);

(b) Second

, to the Contributing Members to repay the principal amount of

any Contribution Loans plus accrued and unpaid interest thereon, until the aggregate

amount outstanding under all such Contribution Loans is paid in full;Execution Copy

15 (c) Third

, to the Members pro rata based on their Capital Accounts in such

amounts sufficient to reduce each such Member’s Capital Account balance to zero; and

(d) Thereafter

, to the Members in the same proportions as their respective

Percentage Interests as set forth on Schedule I hereto.

7.3 Tax Distributions

. Notwithstanding Section 7.2 above, to the extent the Company

has Distributable Cash which the Managers determine to be available for distribution to the

Members, the Company shall make cash distributions to each Member (provided any such

Member may elect not to receive any particular tax distribution, which election shall not

constitute a waiver wi th respect to any subsequent tax distribution) in an amount not to exceed

the amount determined by the Managers to be such Member’s federal tax liability (determined

using the highest tax rate applicable to an individual resident of the State of Florida) resulting

from the allocation of Profits and Losses purs uant to this Agreement. Any distributions made to a

Member pursuant to this Section 7.3 shall be treated as an advance distribution under Section

7.2(c) and shall be offset against subsequent Distributions to which such Member is next entitled

pursuant to the provisions of Section 7.2(c). Distributions pursuant to this Section 7.3, if any, sh all

be made on a [quarterly] basis.

7.4 Liquidating Distributions

. All distributions after dissolution under Article X shall be

governed by Section 10.5.

7.5 Limitation Upon Distributions

. No distribution shall be declared and paid if

payment of such distribution would cause the Company to violate any limitation on distributions

provided in the Act.

ARTICLE VIII

‐ BOOKS, ACCOUNTING AND TAX MATTERS

8.1 Books and Records

. At all times during the continuation of the Company, the

Managers shall keep or cause to be kept true and full books of account and all other records

necessary for recording the Company's business and affairs and in compliance with all applicable

laws. The books of the Company shall be maintained on the cash basis (unless and unti l accrual

basis is required by federal tax law) and in accordance with Treasury Regulations §1.704

‐ 1(b), et

seq., as amended. Such books of account shall be maintained at all times at the principal office of

the Company (or at such other place as the Managers may unanim ously agree), and such books of

account and records shall be open to the inspection and examination of any Member or Manager

in person, or by his or its duly authorized representative, at all reasonable times.

8.2 Annual Statements

. Annual statements of the operations of the Company shall be

prepared, including a balance sheet, statement of operations, and such supporting statements as

the Managers deem relevant.

8.3 Bank Accounts

. All funds of the Company shall be deposited in its name at such

bank or banks and in such accounts as shall be designated from time to time by the Managers.Execution Copy

16 8.4 Reporting to Members

. The Company shall provide the Members with (a) copies of

the annual statements referenced above and (b) information on the Company's taxable income or

loss that is relevant to reporting the Company's income as well as all other filings, forms, or other

information required by federal law or state taxing and regulatory authorities. Su ch statements

and information shall be furnished to the Members as soon as possible after the close of the

Company's fiscal year, but in any event on or before April 1 next following the close of the

Company’s fiscal year.

8.5 Inspection of Books and Records

. Each Member and Manager shall have the right

to examine all books and records of the Company at reasonable times for purposes reasonably

related to such Person’s position as a Member.

8.6 Tax Matters Partner

. The Managers shall designate one Manager as the “tax

matters partner” for federal income tax purposes. The tax matters partner is authorized and

required to represent the Company in connection with all examinations of the Company's affairs

by tax authorities, including resulting administrative and judicial proceedings, and to expend

Company funds for professional servic es and costs associated therewith. The Members and

Managers agree to cooperate with the tax matters partner and to do or refrain from doing any or

all things reasonably required by the tax matters partner to conduct such proceedings.

8.7 Tax Status, Elections

.

(a) Each Member and Manager hereby agrees that the Company shall elect to

be taxed as a partnership for federal income tax purposes. Otherwise, the Company shall

make such elections for Federal income tax purposes as may be determined by the

Managers.

(b) The Managers may cause the Company to elect pursuant to Section 754 of

the Cod e and the Treasury Regulations to adjust the basis of the Company assets as

provided by Section 743 or 734 of the Code and the Treasury Regulations thereunder.

8.8 Dispute

. In the event of a dispute among any Members or the Company with

respect to the determination of any item of Company Income or Loss, allocations to the Members,

or the Capital Account balances of the Members, an independent certified public accountant shall

be selected by action of the Managers and engaged by the Co mpany, at the Company's expense,

whose computation of such items shall be binding upon all the Members.

8.9 Expenses

. The Company shall reimburse each Member and Manager for all

reasonable expenses, if any, incurred in connection with the organization, management and

operation of this Company.Execution Copy

17 ARTICLE IX

‐ RESTRICTIONS ON TRANSFERS OF MEMBERSHIP

INTERESTS; PURCHASE RIGHTS

9.1 General

.

(a) Except as permitted under Section 9.2, a Member shall not at any time

Transfer all or any part the Member’s Membership Interest to any third person or entity.

(b) Any Non

‐ Permitted Transfer (as defined in Article I) by a Member of all or

any part of its Membership Interest shall be null and vo id and of no effect, except that it

shall constitute an involuntary event of withdrawal as provided in Section 10.2 below.

(c) The Company shall refuse to recognize the purported transferee in a Non

‐

Permitted Transfer as a Member or as a transferee of any Interest, unless all the Mem bers

agree to the contrary in writing.

(d) Any transferee of a Membership Interest pursuant to a Permitted Transfer

shall have only the rights, powers and privileges set out in Section 9.3 or otherwise

required by law.

(e) A Member shall not permit a Change of Control of such Member to

occur without the written consent of the other Member. A “Change of Control” means,

with respect to a Member, the occurrence of any of the following events: (i) a merger,

consolidation or reorganization of such Member with or into any other Person, other than

any such tran saction (or series of related transactions) following which the equity owners

of the Member immediately prior to such transaction (or series of related transactions)

own immediately following such transaction (or series of related transactions), solely in

respect of the equity interests held by them prior to such transaction, directly or indirectly

thr ough another Person, greater than fifty percent (50%) of the voting power of the equity

securities of the surviving Person; provided

, however

, that a merger, consolidation or

reorganization effected exclusively for the purpose of changing the domicile of such

Member will not be deemed a Change of Control; (ii) a transaction (or series of related

transactions) in which a Person, or a group of related Persons, acquires either from such

Member or from the equity owners of suc h Member equity securities representing more

than fifty percent (50%) of the outstanding voting power of such Member; or (iii) the

Transfer, lease or exclusive license, in a single transaction or series of related transactions,

by such Member of all or substantially all of the assets of such Member; provid ed,

however, that a sale, lease, transfer, exclusive license or other disposition to one or more

wholly

‐ owned subsidiaries of such Member will not be deemed a Change of Control.

9.2 Permitted Transfers

.

(a) Transfers Approved by Members

. All or part of a Member’s Membership

Interest may be Transferred by it with the prior written Required Member Approval, whichExecution Copy

18 approval may be granted or denied in the sole discretion of each Member. However, such

transferee and the transferred Membership Interest shall be and remain subject to all of

the restrictions of this Article IX and the other provisions of this Agreement.

(b) Transfer to Related Party

. Notwithstanding any contrary provisions in this

Article IX, the Membership Interest owned by a Member who was an original Member as

of the date of this Agreement may be transferred to any Related Party (as defined below)

of such Member free and clear and without triggering any of the above

‐ provided

restrictions. No fu rther Transfer of such Membership Interest shall be made by such

transferee, except (i) back to the Member who originally owned it, or (ii) to a Related Party

of such Member who originally owned it. For purposes of this paragraph (b), with respect

to a transferring Member which is (i) an Entity, “Related Party” sh all mean any other Entity

wholly or majority owned by such Member and (ii) an individual Person, “Related Party”

shall mean any parent, spouse, sibling or child of such Person.

(c) Drag

‐ Along Right

.

(i) In the event that Members holding Membership Interests

constituting a Percentage Interest of greater than 50% (collectively, the “Drag

‐ Along

Member ”) desire to effect an Exit Event approved by the Managers, then the Drag Along

Member shall have the right (the “Drag

‐ Along Right ”), upon 15 days written notice to the

remaining Members (the “Non

‐ Drag

‐ Along Member ” or collectively the “Non

‐ Drag Along

Members ”) to require that any or all such remaining Members join pro rata in such Exit

Event on substantially the same terms (including, without limitation, with respect to

representations, warranties and indemnification) as the Drag

‐ Along Member; provided

, however

, that any representations and warranties relating specifically to any Member or

any specific securities or Membership Interests held by any Member shall be made only by

such Member and any indemnification provided by the Members shall be based on the

number of Membership Interests being sold by each Member, either on a several, not

joint, basis or sole ly with recourse to an escrow established for the benefit of the proposed

purchaser. For purposes of this Section 9.2(c), participation on a “pro rata ” basis shall

mean the applicable Person or Persons, other than the Drag

‐ Along Member, having the

obligation to sell a percentage of the Membership Interests owned by such Person or

Persons that is equal to the aggregate percentage of the Drag

‐ Along Member’s

Membership Interests being sold in the Exit Event. Notwithstanding an ything herein to the

contrary, to the extent the Drag

‐ Along Right is exercised in respect of a transaction that is

taxable for U.S. federal income tax purposes (as reasonably determined by the Managers)

for consideration other than cash or marketable securities, the Drag

‐ Along Member shall

make arrangements such that the consi deration received by the other Members (whether

from the purchaser in such transaction or otherwise, including without limitation, from the

Company by redemption or otherwise or from the Drag

‐ Along Member or any Affiliate

thereof by purchase or otherwise) shall include cash or the fair market value of marketable

securiti es in total equal to no less than the tax to be recognized for U.S. federal income tax

purposes (as reasonably determined by the Managers) in such transaction with respect toExecution Copy

19 the relevant Membership Interests transferred in such transaction, except to the extent

such tax is recognized, in whole or in part, as a result of such remaining Member’s failure

to fully comply with this Agreement; provided

, that the amount of such cash or fair market

value of marketable securities shall reduce the amount of consideration other than cash or

marketable securities otherwise to be received by any Non

‐ Drag

‐ Along Member (as

reasonably determined by the Managers); provided

, further

, that the foregoing

requirement may be waived by the Non

‐ Drag

‐ Along Members holding a majority of the

Membership Interests held by such Members.

(ii) For purposes of this Section 9.2(c), the obligation of each Non

‐ Drag

‐ Along Member to “join” the Drag

‐ Along Member in an Exit Event shall include, without

limitation

, (i ) voting the Membership Interests of such Non

‐ Drag

‐ Along Member in favor of

such Exit Event, (ii ) waiving any appraisal or similar rights in respect of such transaction,

(iii ) causing such Non

‐ Drag

‐ Along Member’s Manager designee(s), if any, to approve such

Exit Event, and (iv ) executing and delivering any agreements and documents reasonably

necessary in connection with such Exit Event, and providing any other cooperation as the

Drag

‐ Along Member may reasonably request.

(iii) Notwithstanding anything to the contrary herein, any transaction

costs (including, without limitation, transfer taxes and legal, accounting and investment

banking fees incurred by Drag

‐ Along Member ) shall, in connection with an Exit Event or

any other sale of Membership Interests and/or capital stock of the Drag

‐ Along Member, be

borne by the Company in the event of a merger, consolidation or sale of assets of the

Company or any Company Subsidiary, or otherwise be borne by the No n ‐ Drag

‐ Along

Members, on the one hand, and the Drag

‐ Along Member and its respective Affiliates, on

the other hand, pro rata based on the number of Membership Interests being sold by such

Non

‐ Drag

‐ Along Member, on the one hand, and the Drag

‐ Along Member, on the other

hand, in such transaction.

(d) Tag

‐ Along Right

. In the event that a Member (together with its Affiliates)

(any such Person, the “Initiating Seller ”), proposes to sell Membership Interests other than

to an Affiliate of the Initiating Seller, then the other Members shall have the right (the

“Tag

‐ Along Right ”), exercisable by written notice to the Initiating Seller, to participate pro

rata in such sale on substantially the same terms (including, without limitation, with

respect to representations, warranties and indemnification) as such Initiating Seller;

provided

, however

, that any representations and warranties relating specifically to any

Member or any specific securities or Membership Interests held by such Member shall only

be made by such Member and any indemnification provided by the Members shall be

based on the number of Membership Interests being sold by each such Member, either on

a several, not jo int, basis or solely with recourse to an escrow established for the benefit of

the proposed purchaser. For purposes of this Section 9.2(d), participation on a “pro rata ”

basis shall mean the applicable Person or Persons having the ability to sell a percentage of

their Membership Interests that is equal to the percentage of the Initiating Seller’s

Membership Interests to be sold. The Managers shall have the authority to determine theExecution Copy

20 amounts that would ultimately be payable to each participating Member based upon its

good faith interpretation and estimation of what amounts would have been payable to

such Members had the Company been liquidated and distributions made to the Members

in accordance with Article X. In the absence of a showing of bad faith or manifest error, all

d eterminations hereunder by the Managers shall be binding and conclusive on the

Company and the Members.

9.3 Rights of Transferee

.

(a) The term “Membership Interest” as used in this Section and in Section 9.2

with respect to Permitted Transfers, shall mean (except in the case of a Permitted Transfer

to a transferee described in Section 9.2(b)) only the transferring Member’s Capital Account

balance and its share of the distributions and allocations of and from the Company, an d

shall not include any rights to participate in the management of the Company or any voting

rights with respect thereto (“Subject Rights”). Such Subject Rights may only be exercised

by a transferee if the transferee is admitted as a Member as provided in Section 3.2(a).

(b) The limitations of par agraph (a) of this Section shall not apply to a

Permitted Transfer to a transferee described in paragraph (b) of Section 9.2.

(c) Whenever a transferee holds a transferred Membership Interest and has

not been admitted as a Member, his or its Percentage Interest shall be excluded for all

purposes under th is Agreement and the Act (except for distributions, allocations, and as

otherwise expressly required under the Act) in calculating the total outstanding Percentage

Interests or any portion or fraction thereof.

9.4 Rights of Transferor

. A Member who has transferred his or its entire Membership

Interest shall cease to be a Member as of the effective date of such Transfer for all purposes. A

Member who has transferred less than his or its entire Membership Interest shall cease to be a

Member as of the effective date of such Tran sfer for all purposes with respect to the portion of the

Membership Interest transferred, but shall continue to be a Member (with its Percentage Interest

decreased accordingly) as to the portion of his or its Membership Interest not Transferred.

9.5 Pledges

. Subject to the provisions of Section 9.6 below, the provisions of this

Article IX shall not apply to the pledge of all or part of a Membership Interest as collateral for a

loan (including any Contribution Loan), but shall apply to the sale or other Transfer of such

Membership Interest pursuant to any such pledge

.

9.6 Involuntary Transfers, Liens and Related Encumbrances

. In the event that (i) any

third party seeks to obtain or is granted or otherwise obtains a lien, charging order or other

encumbrance on Credno’s Membership Interest or in any distribution right of Credno or any

Affiliate thereof pursuant to this Agreement or (ii) a Transfer (other than a Permitted Trans fer)

occurs with respect to Credno, then RWF Capital and JO Holdings shall have the right (the “Call

Right”), exercisable by RWF Capital and JO Holdings in their sole discretion by written notice toExecution Copy

21 Credno (the “Call Right Notice”), to purchase and acquire all of Credno’s Membership Interest in

the Company at a price equal to 50% of the difference between (a) the net book value of Credno’s

Membership Interests (determined in good faith by the Managers ) and (b) the sum of (i) the then

unpaid Preferred Distrib ution Cap and (ii) the principal amount of any then outstanding

Contribution Loans made to Credno plus all accrued and unpaid interest thereon (the “Call Right

Purchase Price”). The Credno Purchase Price shall be payable by the RWF Member’s issuance of

an unsecured promissory note (the “Contribution Loan Note”) made payable to Credno having a

term of not less than five (5) years and accruing interest on the unpaid balance thereo f at the then

applicable Federal Rate. Absent a default under the Contribution Loan Note, the principal amount

thereof and all interest accrued thereon shall be payable from distributions made by the Company.

The closing of any transaction subject of this Section 9.6 shall occur within three (3) business days

of the issuance of the Call Right Notice. The provis ions of this Section 9.6 and the rights granted to

RWF Capital and JO Holdings hereunder shall be applicable to any Transferee of Credno pursuant

to any Permitted Transfer.

ARTICLE X

‐ DISSOLUTION AND TERMINATION

10.1 Voluntary Withdrawal

. No Member shall have the right at any time to voluntarily

retire or withdraw from the Company or withdraw any amount out of his or its Capital Account.

10.2 Involuntary Withdrawal

.

(a) Unless the other Members unanimously agree to the contrary, a Member

shall be considered to have withdrawn as a Member from the Company upon the

happening of any of the following events with respect to that Member:

(i) its removal as a Member in accordance with any provision

contained in this Agreement;

(ii) it s dissolution if an Entity; or

(iii) the Transfer or attempted Transfer by it of all or any part of its

Membership Interest not in accordance with the conditions and restrictions

imposed under Article IX of this Agreement.

(b) Upon the involuntary withdrawal of any Member under para graph (a), the

withdrawing Member shall thereafter have only the rights of a transferee as set forth in

Section 9.3 above; and the withdrawing Member shall not be entitled to any distribution of

capital from the Company by reason of such withdrawal, except as expressly provided

otherwise elsewhere in this Agreement.

(c) The involuntary withdra wal of any Member under paragraph (a) shall not

result in the dissolution of the Company, unless the other Members (excluding the

withdrawing Member) unanimously consent in writing to dissolution of the Company.Execution Copy

22 10.3 Dissolution

.

(a) The Company shall be dissolved upon the first of the following to occur:

(i) When the period (if any) fixed for the duration of the Company in

the Certificate of Formation shall expire, unless the Members by Required Member

Approval agree in writing to continue the existence or the Company by amending

the Certificate of Fo rmation to establish a new dissolution date;

(ii) On the effective date set forth in any written resolution to dissolve

the Company signed by the Members constituting the Required Member Approval;

(iii) Upon an election to dissolve the Company made in accordance with

Section 6.3 of this Agreement ;

(iv) Upon the written consent of the remaining Members under Section

10.2(c) after the happening of any event of withdrawal with respect to any

Member as set forth in Section 10.2(a); or

(v) Upon the entry of a decree of judicial dissolution or the issuance of

a certificate for administra tive dissolution under the Act.

(b) Upon dissolution of the Company, the business and affairs of the Company

shall be wound up, and the assets of the Company shall be liquidated under this Article X.

(c) Dissolution of the Company shall be effective as of the day on which the

event occu rs giving rise to the dissolution, but the Company shall not terminate until there

has been a winding up of the Company’s business and affairs, and the assets of the

Company have been distributed as provided in Section 10.5.

(d) Upon dissolution of the Company, the Managers may cause any part or all

of the assets of the Company to be sold in such manner as they shall determine in an effort

to obtain the best prices for such assets; provided, however, that the Managers may

distribute assets of the Company in kind to the Members to the extent prac ticable as

provided in Section 10.6.

10.4 Articles of Dissolution

. Upon the dissolution and commencement of the winding up

of the Company, the Managers shall cause Articles of Dissolution to be executed on behalf of the

Company and filed with the Secretary of State. The Members agree to execute, acknowledge and

deliver to the Managers such Articles of Dissolution and any and all other instru ments necessary or

appropriate to reflect the dissolution of the Company.Execution Copy

23 10.5 Distribution of Assets Upon Dissolution

. In settling accounts after dissolution, the

assets of the Company shall be paid in the following priority:

(a) First

, to creditors, in the order of priority as provided by law; then

(b) Second

, to the Class A Holders, pro rata in accordance with their Preferred

Distribution entitlement, until each has received aggregate Distributions under this Section

10.5 (b) and 7.2(a) hereto, equal to its then aggregate unpaid Preferred Distribution

amount; then

(c) Third

, to Members who have made Contribution Loans until all such

Contribution Loans are paid in

‐ full; then

(d) Fourth

, to the Members (and any transferee pursuant to a Permitted

Transfer) in proportion to their then respective Capital Accounts until the balance of such

Capital Accounts is zero; then

(e) Finally

, to the Members (and any transferee pursuant to a Permitted

Transfer) in proportion to their then respective Percentage Interests.

10.6 Distributions in Kind

. If any assets of the Company are distributed in kind, unless

the Members unanimously agree otherwise such assets shall be distributed to the Members

entitled thereto as tenants

‐ in

‐ common in the same proportions as the Members would have been

entitled to cash distributions if such property had been sold for cash and the net proceeds ther eof

distributed to the Members.

ARTICLE XI

– MISCELLANEOUS PROVISIONS

11.1 Competing Business

. Except as may be provided in any employment consulting or

other agreement between the Company and a Member, the Members and the Managers shall not

be prohibited or restricted in any way from investing in or conducting, either directly or indirectly,

other businesses of any nature whatsoever, including the ownership and operation of busine sses

or properties similar to and/or in the same geographical area as those held by the Company; and

such shall not give rise to any claim for an accounting by any Member or the Company or any right

to claim any interest in such business or the profits therefrom.

11.2 Member Repres entations and Agreements

. Each Member hereby represents and

warrants to the Company and to each other that: (i) the Membership Interest of such Member is

acquired for investment purposes only, for the Member’s own account, and not with a view to or

in connection with any distribution, offer, resale or other disposition not in compliance with the

Securities Ac t of 1933, as amended, and the rules and regulations thereunder and applicable state

securities laws; (ii) such Member is aware that this Agreement provides restrictions on the ability

of a Member to sell, transfer, or assign the Member’s Membership Interest; and (iii) if the Member

is an organiz ation, that it is duly organized, validly existing, and in good standing under the laws ofExecution Copy

24 its state of organization and that it has full organizational power and authority to execute and

agree to this Agreement and to perform its obligations hereunder.

11.3 Notices

.

(a) All notices, demands or requests provided for or permitted to be given

pursuant to this Agreement must be in writing, and shall be deemed to have been received

by the addressee (i) when delivered in person to him, or (ii) two (2) days after being sent by

prepaid registered or certified U.S. mail to th e addressee at his or its address set forth on

Schedule I or II hereto, or to his or its last known address (if an address for such addressee

is not set forth on Schedule I or II ), or (iii) one (1) day after being deposited for next

‐ day

delivery by Federal Express, or other similar overnight courier service to such address, or

(iv) when transmitted via telecopier or other similar device to the attention of such Person

if receipt is acknowledged.

(b) Each Member and Manager shall have the righ t at any time and from time

to time to change his or its notice address by delivering to the other Members and

Managers written notice of such change, in the manner prescribed above.

11.4 Amendments

. This Agreement or the Certificate of Formation may only be

amended or modified by a writing executed and delivered by each of the Members in accordance

with the terms hereof.

11.5 Governing Law

. This Agreement is made in the State of Delaware, and the rights

and obligations of the Members hereunder shall be interpreted, construed and enforced in

accordance with the laws of the State of Delaware.

11.6 Entire Agreement

. This Agreement (including all exhibits and schedules hereto), as

amended from time to time, contains the entire agreement among the parties relative to the

subject matter hereof. The schedules and exhibit attached hereto are integral parts of this

Agreement.

11.7 Waiver

. Failure on the part of any party hereto to complain of any act or failure to

act of any other party or to declare any other party in default, regardless of how long such failure

continues, shall not constitute a waiver of any rights hereunder. No consent to or waiver, express

or implied, by any party hereto of any bre ach or default by any other party in the performance of

obligations under this Agreement shall be deemed or construed to be a consent to or waiver of

any other breach or default in the performance of the same or any other obligation hereunder.

11.8 Severability

. If any provision of this Agreement or the application thereof to any

Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this

Agreement and the application of such provisions to other Persons or circumstances shall not be

affected thereby, and the intent of this Agreement shall be enforced to the greate st extent

permitted by law.Execution Copy

25 11.9 Binding Agreement

. Subject to the restrictions on transferability set forth in this

Agreement, this Agreement shall inure to the benefit of and be binding upon the Company, the

Managers, the undersigned Members and their respective legal representatives, successors and

assigns.

11.10 Captions; Gender

. Captions are included solely for convenience of reference and if

there is any conflict between captions and the text of this Agreement, the text shall control.

Whenever the masculine, feminine or neuter gender is used inappropriately in this Agreement,

this Agreement shall be read as if the appropriate gender was used.

11.11 Benefits of Agreement

. Nothing in this Agreement, expressed or implied, is

intended or shall be construed to give to any creditor of the Company, any creditor of any

Member, or any other Person or entity whatsoever (other than the Members and the Company),

any legal or equitable right, remedy or claim under or in respect of this Agreement or an y

covenant, condition or provision herein contained; and the entire contents of this Agreement are

and shall be held to be for the sole and exclusive benefit of the Members and the Company.

11.12 Attorneys Fees

. Should any enforcement actions be taken or lawsuits filed

between the Members stemming from allegations that a Member is not complying with the terms

of this Agreement, or otherwise fulfilling its obligations hereunder, then the losing party in any

such action or lawsuit shall reimburse to the successful party any and all costs and attorneys fees

associated wit h such action or lawsuit.

[ Signatures of the parties appear on the next page ]Execution Copy

27 Schedule I

Members, Initial Capital Contributions and

Membership Interests

Member/Address Membership

Interest Class Initial Capital

Contribution Percentage Interest

RWF Capital, LLC

18851 NE 29 th Avenue

Suite 518

Aventura, FL 33180 Class A

Membership

Interests $58,000 58.0%

JO Holdings, LLC

3696 NE 199 th Street

Aventura, FL 33180 Class A

Membership

Interests $ 2,000 2.0%

Frederick W. Credno, III

20838 Medix Run Place

Ashburn, VA 20147 Class B

Membership

Interests $40,000 1 40.0%

1 Represents Contribution Loan made by RWF Capital, LLC to Credno on the date hereof.Execution Copy

28 Schedule II

Designation of Managers

The following entities are the initial Managers of the Company, subject to replacement or removal

as provided in this Agreement:

RWF Capital

– Hugo Reiter, Alberto Franco, Jorge Wolf

JO Holdings

– Jeffrey Oshinsky

Credno

– Frederick (“Chip”) W. Credno, IIIExecution Copy

29 Exhibit A

REGULATORY ALLOCATIONS

This Exhibit contains special rules for the allocation of items of Company income, gain, loss and

deduction that override the basic allocations of profits and losses in Section 7.1 to the extent

necessary to cause the overall allocations of items of Company income, gain, loss and deduction to

have “substantial economic effect” pursuan t to Treasury Regulations § 1.704

‐ 1(b). Subsection (a)

below contains special technical definitions. Subsections (b) through (h) contain the Regulatory

Allocations themselves. Subsections (h), (i) and (j) are special rules applicable in applying the

Regulatory Allocations.

(a) Definitions Applicable to Regulatory Allocations

. For purposes of the Agreement,

the following terms shall have the meanings indicated:

(1) “Company Minimum Gain” has the meaning of “partnership minimum gain”

set forth in Treasury Regulations § 1.704

‐ 2(d), and is generally the aggregate gain the

Company would realize if it disposed of its property subject to Nonrecourse Liab ilities in full

satisfaction of each such liability, with such other modifications as provided in Treasury

Regulations § 1.704

‐ 2(d). In the case of Nonrecourse Liabilities for which the creditor’s

recourse is not limited to particular assets of the Company, until such time as there is

regulatory guidance on the determination of minimum gain wit h respect to such liabilities,

all such liabilities of the Company shall be treated as a single liability and allocated to the

Company’s assets using any reasonable basis selected by the Managers.

(2) “Member Nonrecourse Deductions” shall mean losses, deductions or Code

§ 705(a)(2)(B) expenditures attributable to Member Nonrecours e Debt under the general

principles applicable to “partner nonrecourse deductions” set forth in Treasury Regulations

§ 1.704

‐ 21(i)(2).

(3) “Member Nonrecourse Debt” means any Company liability with respect to

which one or more but not all of the Members or related persons to one or more but not

all of the Members bears the economic ri sk of loss within the meaning of Treasury

Regulations § 1.752

‐ 2 as a guarantor, lender or otherwise.

(4) “Member Nonrecourse Debt Minimum Gain” shall mean the minimum gain

attributable to Member Nonrecourse Debt as determined pursuant to Treasury

Regulations § 1.704

‐ 2(i)(3). In the case of Me mber Nonrecourse Debt for which the

creditor’s recourse against the Company is not limited to particular assets of the Company,

until such time as there is regulatory guidance on the determination of minimum gain with

respect to such liabilities, all such liabilities of the Company shall be treated as a single

liability and allocated to the Co mpany’s assets using any reasonable basis selected by the

Managers.Execution Copy

30 (5) “Nonrecourse Deductions” shall mean losses, deductions, or Code §

705(a)(2)(B) expenditures attributable to Nonrecourse Liabilities (see Treasury Regulations

§ 1.704

‐ 2(b)(1)). The amount of Nonrecourse Deductions for a fiscal year shall be

determined pursuant to Treasury Regulations § 1.704

‐ 2(c), and shall generally equal the

net increase, if any, in the amount of Com pany Minimum Gain for that taxable year,

determined generally according to the provisions of Treasury Regulations § 1.704

‐ 2(d),

reduced (but not below zero) by the aggregate distributions during the year of proceeds of

Nonrecourse Liabilities that are allocable to an increase in Company Minimum Gain, with

such ot her modifications as provided in Treasury Regulations § 1.704

‐ 2(c).

(6) “Nonrecourse Liability” means any Company liability (or portion thereof) for

which no Member bears the economic risk of loss under Treasury Regulations § 1.752

‐ 2.

(7) “Regulatory Allocations” shall mean allocations of Nonrecourse Deductions

provided in Paragraph (b) below, allocations of Member Nonrecourse Deductions provided

in Paragraph (c) below, the minimum gain chargeback provided in Paragraph (d) below, the

member nonrecourse debt minimum gain chargeback provided in Paragraph (e) below, the

qualified income offset provided in Paragraph (f) below, the gross income allocation

provided in Paragraph (g) below, and the curative allocat ions provided in Paragraph (h)

below.

(b) Nonrecourse Deductions

. All Nonrecourse Deductions for any fiscal year shall be

allocated to the Members in accordance with their respective interests in net profit and loss as

provided in Section 7.1 without reference to these Regulatory Allocations.

(c) Member Nonrecourse Deductions

. All Member Nonrecourse Deductions for any

fiscal year shall be allocated to the Member who bears the economic risk of loss under Treasury

Regulations § 1.752

‐ 2 with respect to the Member Nonrecourse Debt to which such Member

Nonrecourse Deductions are attributable.

(d) Minimum Gain Chargeback

. If there is a net decrease in Company Minimum Gain

for a fiscal year, each Member shall be allocated items of Company income and gain for such year

(and, if necessary, subsequent years) in an amount equal to such Member’s share of such net

decrease in Company Minimum Gain, determined in accordance with Treas ury Regulations §

1.704

‐ 2(g)(2) and the definition of Company Minimum Gain set forth above. This provision is

intended to comply with the minimum gain chargeback requirement in Treasury Regulations §

1.704

‐ 2(f) and shall be interpreted consistently therewith.

(e) Member Nonrecourse Debt Minimum Gain Chargeback

. If there is a net decrease in

Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt for any

fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain

attributable to such Member Nonrecourse debt as of the beginning of the fiscal year, determined

in accord ance with Treasury Regulations § 1.704

‐ 2(i)(5), shall be allocated items of Company

income and gain for such year (and, if necessary, subsequent years) in an amount equal to suchExecution Copy

31 Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to

such Member Nonrecourse Debt, determined in accordance with Treasury Regulations §§ 1.704

‐ 2(i)(4) and (5) and the definition of Member Nonrecourse Debt Minimum Gain set forth above.

This Paragraph is intended to comply with the member nonrecourse de bt minimum gain

chargeback requirement in Treasury Regulations § 1.704

‐ 2(i)(4) and shall be interpreted

consistently therewith.

(f) Qualified Income Offset

. In the event any Member unexpectedly receives any

adjustments, allocations, or distributions described in Treasury Regulations

§§ 1.704

‐ 1(b)(2)(ii)(d )(4),(5), or (6), items of Company Income (consisting of a pro rata portion of

each item of Company Income, including gross income for such year) shall be allocated as quickly

as possible to such Member in an amount an d manner sufficient to eliminate, to the extent

required by the Treasury Regulations, any deficit in the balance in such Member’s Capital Account.

This Paragraph (f) is intended to constitute a “qualified income offset” within the meaning of

§ 1.704

‐ 1(b)(2)(ii)(d) of the Treasury Regulations and shal l be interpreted consistently therewith.

(h) Rules for Applying the Regulatory Allocations

. These Regulatory Allocations shall be

interpreted and applied in light of the purpose set forth in the first sentence of this Exhibit.

However, to the greatest extent possible consistent with that purpose, the Managers shall take the

Regulatory Allocations into account in allocating other items of income, gain, loss or deduction

among the Member s such that the total net amounts allocated to each Member are the same as

they would have been under Section 7.1 of the Operating Agreement had the Regulatory

Allocations not been made. The Regulatory Allocations shall be applied in whatever order the

Managers reasonably determine will minimize the deviatio n from the allocation provisions set

forth in Section 7.1 of the Operating Agreement that might otherwise result from the application

of the Regulatory Allocations.

(i) Waiver of Minimum Gain Chargeback Provision

. If the Managers determine that

(1) either of the two minimum gain chargeback provisions contained in this Exhibit would cause a

distortion in the economic arrangement among the Members, (2) it is not expected that the

Company will have sufficient other items of income and gain to correct that distortion, and (3) the

Member s have made capital contributions or received net income allocations that have restored

any previous Nonrecourse Deductions or Member Nonrecourse Deductions, the Managers shall

have the authority, but not the obligation, to request (after notice to all the Members) that the

Internal Revenue Service waive the minimum gain chargeback or member nonrecours e debt

minimum gain chargeback requirements pursuant to Treasury Regulations §§ 1.704

‐ 2(f)(4) and

1.704

‐ 2(i)(4).

(j) Code Section 754 Adjustments

. To the extent an adjustment to the adjusted tax

basis of any Company asset pursuant to Code § 734(b) or Code § 743(b) is required, pursuant to

Treasury Regulations § 1.704

‐ 1(b)(2)(iv)(m), to be taken into account in determining Capital

Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of

gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such

basis), and such gain or loss shall be specially allocated to the Members in a manner consistentExecution Copy

32 with the manner in which their Capital Accounts are required to be adjusted pursuant to such

Section of the Regulations.ORANGE AIR, LLCKEY PERSONNELDirector,Brooke MaygerChip CrednoPaul HookDirector,Kim HunterMaintenanceKurt LugarChief InspectorKarl RothmanCFODirector,Admin & HRDirector, SafetyRoger CarbonDirector,In-FlightPresident/CEOOperationsTBDChief PilotChip CrednoVP AdministrationofBoard of ManagersOrange Air HoldingsFred CrednoALBERTO FRANCO

RESUME

EXPERIENCE:

2009- AIRTRUST CAPITAL CORP., Aventura, FL

present Vice President, Corporate Development

Responsible for business development at this premier, well-capitalized

commercial aircraft leasing company, which currently has more than 30

aircraft under management.

2006- QUANTEK ASSET MANAGEMENT, LLC, Miami, FL

2009 Partner

2004- BULLTICK FINANCIAL SERVICES, LLC, Miami, FL

2008 Head Portfolio Manager

Managed portfolio specia lizing in Latin America

2002- FRANCO ASSET MANAGE MENT, LP, Miami, FL

2004 Founding Partner and Portfolio Manager

Acted as investment manager for the Alton family of Fund-

of-Hedge-Funds.

1998- HWF PARTNERS, Miami, FL

2002 Principal Owner and Head Portfolio Manager

Latin American trading.

1995- BANKERS TRUST, New York, NY

1998 Senior Managing Director

Responsible for managing 250 investment professionals engaged in sales,

trading, derivatives, and research in the Latin American division.

1994- SMITH BARNEY, New York, NY

1995 Head of Emergi ng Markets Trading

Managed proprietary trading desk.

1993- VESCORP PARTNE RS, Miami, FL

1994 Head of Trading

Managed proprietary trading desk.1991- BEAR STEARNS, New York, NY

1993 Manager, Emerging Markets trading group

Managed proprietary trading desk.

1986- SALOMON BROTHERS, New York, NY

1991 Trader

Sales and trading of global fixed income assets.

1982- Family Business, Lima, Peru

1986 Owner

Coffee exporter.

EDUCATION:

1982 YALE UNIVERSITY

B.A. Administrative Sciences

### Frederick W. Credno

President and CEO



### PROFESSIONAL EXPERIENCE

Orange Air, LLC

2011 – Present President

 Lead start-up of Orange Air FAR 121 operations.

 Develop a strategic plan to advance th e company’s mission and objectives and to

promote revenue, profitability and growth as an organization.

 Oversees company operations to ensure production efficiency, quality, service,

and cost-effective management of resources.

 Plan, develop and implement strategies for generating resources and/or revenues

for the company.

 Approve company operational proce dures, policies and standards.

 Review activity reports and financial statements to de termine progress and status

in attaining objectives and re vise objectives and plans in accordance with current

conditions.

 Evaluate performance of executives for co mpliance with established policies and

objectives of the company and cont ributions in attaining objectives.

 Give direction and leadership toward the achievement of the company’s

philosophy, mission, strategy and its annual goals and objectives.

 Provides general oversight of all Orange Air, LLC activities, manages day to day

operations and assures a smooth f unctioning, efficient organization.

Capital Airways, LLC

2009 – 2011 President & Chief Executive Officer

 Founder and managed and lead start-up of FAR 125 operations and built company

to over 70 employees and operated four Bo eing aircraft for the Department of

Homeland Security.

 Developed annual strategic plan, supp lying goals and objectives and ongoing

review of results.

Capital Jet, LLC

2009-2011 President & Chief Executive Officer

 Founder and Manage and lead st art-up of FAR 135 operations.

 Established and implemented sa les and marke ting objectives

Capital Aviation, Inc.

1997 – 2011 (overlapped with SkyLink) President & Chief Executive Officer Founder of international avia tion company that supplied diverse aviation services

and aircraft to various U.S. Government agencies, large U.S. defense contractors,

the United Nations, foreign governme nts and Fortune 100 companies.

 Plan, develop and implement strategies for generating resources and/or revenues

for the company.

 Approve company operational proce dures, policies and standards.

 Review activity reports and financial statements to de termine progress and status

in attaining objectives and re vise objectives and plans in accordance with current

conditions.

 Evaluate performance of executives for co mpliance with established policies and

objectives of the company and cont ributions in attaining objectives.

 Give direction and leadership toward the achievement of the company’s

philosophy, mission, strategy and its annual goals and objectives.

 Provides general oversight of all Capital Aviation, Inc. activities manages day to

day operations and assures a smooth functioning, efficient organization.

SkyLink Air & Logistic Support, (USA)

1998 – 2005 President & Chief Executive Officer

 Co-founder of International Av iation Company with the U.S. Government as our

core customer.

 Won major USAID contract to assess and rebuild five major airports in Iraq

following U.S. occupation in 2002.

 Worked with strategic pla nning with management team.

United Jet International, Inc.

1992 – 1997 President & Chief Executive Officer

 Co-founder of Aviation Brokerage Company.

 Plan, develop and implement strategies for generating resources and/or revenues

for the company.

US Jet

1991 -1992 Aviation Consultant

 Established and implemented sa les and marketing objectives.

 Identified various commerc ial & government clients.

Eastern Airlines, Inc.

1989 - 1991 Captain & First Officer

 Performed Captain and First Offi cer duties on a Boeing 757 in FAR 121

operations.

Jet Management Group, Inc.

1985 – 1989 President & Chief Executive Officer Co-founder of aircraft management a nd lead start-up of FAR 135 charter

company.

 Built company into an international cor porate charter company managing ten jet

aircraft in worldwide operations.

 Captain on Lockheed L-1329 and Rockwell NA-265.

Syracuse Tank & Manufacturing Co., Inc.

1975 – 1985 Director of Operations in FAR 135 Operations

 Operated Lockheed Jet Star L-1329 and Me tro Merlin for a pr ivate corporation.

 Acquired FAR 135 certification and ope rated company aircraft on FAR 135

charter.

D.W. Winkelman Co., Inc.

1973 – 1975 Director of Operation & Chief Pilot in FAR 135 Operations

 Operated a MU-2 J Model Mitsubi shi for a private corporation.

 Acquired FAR 135 certification and ope rated company aircraft on FAR 135.

SAIR Aviation

1971 – 1973 Captain

 Assigned as Captain in FAR 135 operati ons flying various Piper aircraft.

Flight Service, Inc.

1969 – 1971 Captain & First Officer

 Assigned as Captain & First Officer on DC-3 and Beech 18’s in FAR 135

Operations.

Mid-State Flight School @ MTSU

1968 – 1969 Flight Instructor & In strument Flight Instructor



### RATINGS & CERTIFICATES

 ATP, rated in B757; B767; L-1329; N-265

 Total Flight Hours: 18,000 +



### EDUCATION

 Middle Tennessee State Universi ty (MTSU) Aviation Major

 University College – Syracuse University English

## Chip Credno

Seasoned professional with over 15 years of aviation experience, including 5 year s in contract analysis, proposal

reviews, contract negotiations, and policy development. Thorough knowledge and understanding of the FAR and

DFARS. Specific industry knowledge and experience in th e Department of Homeland Security, Department of

Defense, and Central Intelligence Agency as well as numerous commercial clients.

RELEVANT PROFESSIONAL EXPERIENCE

ORANGE AIR, LLC

Director of Safety -2011 to Present

Under the general direction of the company president, respons ible for ensuring that all saf ety related matters receive

the highest possible management priority from memb ers of management and for managing company safety

programs and flight operational quality assurance in complia nce with regulatory requir ements, including but not

limited to:

 Internal Evaluation Program (IEP);

 Accident and Incident Reporting and Investigation Programs;

 Aviation Safety Action Program (ASAP);

 Voluntary Disclosure Program;

 Occupational Safety and Health Administration (OSHA) compliance;

 Operational Risk Assessment Programs;

 Safety Committees;

 Trend Analysis Programs;

 Compliance Reporting.

 Receiving and investigating reports of unsafe or poten tially unsafe conditions for all departments of the

company;

 Providing recommendations for corrective actions for unsafe conditions or practices;

 Assisting the president in the monitoring or corrective action implementation;

 Disseminating safety related information to company employees;

 Coordinating or providing instruction for safety training seminars;

 Managing the Safety Hotline.

 Serve as a member of the Manuals Cu rrency and Systems Controls Committee

CAPITAL AVIATION INC.

Vice President – Senior Program Manager –1997 to 2011

Virginia-based air charter and aviation services compan y that provides aviation tr ansportation solutions for

governmental and corporate clients. Highlights include:

 Developed company safety program, emergency respon se plan, security plan, QA polices, audit program,

accident prevention procedures, and workplace safety practices.

 Developed company HazComProgram. Serve as the company Hazard Communication Program

Coordinator making sure that company complies with all applicable federal and state health and safety rules

and provides a safe, healthful environment for all employees

 Negotiate, establish and administer contractual arra ngements and procurement proposals for a range of

products and services.

## Chip Credno

 Consult with and support internal coworkers and ex ternal customers and clients, providing technical

guidance and advice on program/contracting matters in a professional, courteous and timely manner.

 Evaluate and monitor contractor performance to de termine necessity for amendments, extensions of

contracts, compliance to contractual obligations , and compliance with contract specifications.

 Analyze price proposals, contract requests, financial reports and other data to determine reasonableness of

prices; review and interpret contract provisions to ach ieve cost efficiencies and reductions where feasible.

 Assess contractor service value and product/service reliability relative to cost. Plans, organizes and

coordinates acquisition alternatives as appropriate.

 Serve as primary liaison with contracting representatives to ensure compliance with contract specifications

and resolution of problems and issues, as they arose; arbitrated claims and/or complaints occurring in

performance of contracts.

 Research and provide economic and risk analysis to Senior Management, assist in technical and cost

proposal preparation, participate in and develop pro posal pricing. Coordinated all contracting activities

with both prime contractors and subcontractors.

 Resolve contractual impasses by negotia ting and drafting alternative terms .

 Conduct post award and contractual termination r esponsibilities, including initial briefings with the

contractor to ensure full understanding of the terms of the contract, as well as the handling of contract

modification, noncompliance and performan ce problems and termination processes.

 Determine circumstances necessitating a partial or complete termination of a contract for default or

convenience and negotiate claims and/or settlements to resolve issues and execute appropriate contractual

modifications.

 Implement ISO 9001:2000 standards to obtain company certification.

 Responsible and accountable for the c oordinated management of multiple related projects directed toward

strategic business and other organizational objectives.

 Build credibility, establish rapport, and maintain co mmunication with stakeholders at multiple levels,

including those external to the organization.

 Define and initiate projects, and assign Project Manage rs to manage cost, schedule, and performance of

component projects, while working to ensure th e ultimate success and acceptance of the program.

 Maintain continuous alignment of program scope with strategic business objectives, and make

recommendations to modify the program to enhance e ffectiveness toward the business result or strategic

intent.

 Coach, mentor and lead personnel within a technical team environment.

 Present periodic Dashboard reports on the current pr ogram, future opportunities and client issues.

EDUCATION AND CERTIFICATIONS

Education:

 LeMoyne College , Bachelor’s Degree Business Administration , 1993

Certifications:

 Villanova University, Master Certificate in Commercial Contracts Management , 2006

 Villanova University, Master Certificate in Government Contract Management , 2006

 National Association of Government Contr actors, Certified Government Contractor

 ISO 9001:2000 Internal Audit Trained

 Western Iowa Tech Community College (WITCC) Safety Director Program (OSHA Emphasis)

# Karl Geoffrey Rothman, CPA

EXPERIENCE Independent Contractor August 2004 - Current

Controller

 Tasked with producing timely month end financial statements for a small Government contractor.

 Quickly grasped the fundamentals of an unfamilia r industry and within first week, prepared

consolidated financial statements for the month and revised the prior month’s statements.

 Redesigned internal reports for upper management in an easier to understand and analyze format.

Project Management

 Managed the discovery phase of a billion dollar company’s CostPoint reimplementation project

involving more than 50 people. Under a tight deadline, scheduled and facilitated dozens of

interviews between employees, outside consultant s and stakeholders from the parent company.

End result was a company-wide briefing that summarized findings and recommended best

practices for the entire accounting cycle.

 Recreated the accounting history for a large real es tate company and a subsidiary. Prior to this

recreation, management was unable to create financial statements or any other meaningful reports

from the accounting system.

Treasurer

 Campaign Treasurer for a statewide office candidate with more than three and a half million

dollars in contributions.

 Ultimately responsible for campaign fina nce filings and payroll reporting.

Kroll February 2007 – November 2008

Manager

 Analyzed the cost and price analysis performed by the federal government with respect to a bid

protest of a major contract award on behalf of an aerospace government contractor. Based on this

analysis, the GAO and the Court of Appeals upheld the protest.

 Managed a fraud-related investigation involving the alleged theft of proprietary information from

a major government contractor. Reviewed and analyzed budget, revenue and pricing data,

ultimately identifying the nature and extent of the fraudulent activity.

 Assisted a large professional services firm to ensu re contract revenue was reflected in an accurate

manner in accordance with SOP 97-2, SOP 81-1 a nd SAB 104. Trained consultants on the audit

process and reviewed their work.

 Investigated the alleged hold back of unallowable expenses on a multi-million dollar loan

repayment. The investigation findings led to a settlement in the client’s favor.

 Developed and coordinated the new associate training program. The program covered, among

other topics, the Foreign Corrupt Practices Ac t, the FAR, Sarbanes Oxley, Incurred Cost

Submissions, and CAS.

Navigant Consulting, Inc. August 2004 – February 2007

Manager

 Assisted a large professional services government contractor with the preparation of its Incurred

Cost Submissions for multiple fiscal years, per DCAA requirements. Managed a team of six

consultants creating Schedule Ks and Is for over 2,000 contracts.

 Performed a compliance review for a major government contractor which included reviews of

time and expense reporting and subcontractor overs ight. Managed a team of six consultants.

 Confirmed an accounting roll-up through gap an alysis for a multi-national oil producer

undergoing an SEC investigation for violations of the Foreign Corrupt Practices Act.

 Identified risks and controls in accordance with Sarbanes-Oxl ey for a number of businesses

covering the areas of human resources, payroll, general procurement and accounts payable, fixed

asset management, general bank ope rations and prepaid expenses.Gibbons & Gibbons, PC January 2001 - July 2004

Manager

 Set up customized accounting systems for clients in various industries, including real estate,

restaurants, and legal; train clients to use these systems on a continual basis.

 Created accounting system user manuals to document step-by-step procedures for clients.

 Provided outsourced controller/accounting services to corporate clients, including tax planning,

cash projections, budgeting, intern al control review and impl ementation, payroll, accounts

payable, accounts receivable, and bank reconciliations.

 Employed forensic accounting to recreate financia l history from scratch for clients who have no

formal accounting records or no longer ha ve an in-house accounting department.

 Prepared corporate, partnership, LLC and individual tax returns for a variety of industries,

including technology, medical, dental, real estate, restaurants, and legal; prepare individual tax

returns.

 Produced other corporate and individual returns a nd forms as required by local, state and federal

taxing authorities; perform research and resolve issues as necessary.

 Taught seminars on QuickBooks.

Akin, Gump, Strauss, Hauer, and Feld, LLP February 2000 – January 2001

Manager – Partner Compensation and Payroll

 Hired as Partner Compensation Manager with responsibility to write a procedure manual detailing

all aspects of partner compensation.

 Performed all aspects of partner compensati on for over 250 partners, including draws, capital

loans, professional corporation tax preparation and filing.

 Named Payroll Manager three weeks after hire da te; managed the payroll for a firm with over

2,000 employees.

Elite Funding Corporation September 1998 – January 2000

Controller

 Discovered, through budget analysis, an annual loss of $240,000 for a business unit previously

thought to be highly profitable; unit subsequently restructured.

 Set financial tone by developing an annual budget, the first in company history.

 Supervised the day-to-day accounting of the corporation, including accounts payable, accounts

receivable, and general ledger.

 Responsible for payroll tax filings, fixed asse ts and depreciation, and lease agreements.

Marketing Ventures Group October 1996 –September 1998

Georgetown University Medical Center August 1990 – October 1996

EDUCATION University of Virginia , Charlottesville, VA. - B.A., Echols Scholar.

PROFESSIONAL American Institute of Cer tified Public Accountants

AFFILIATIONS Virginia Society of Certified Public AccountantsPAUL WILLIAM JOHN HOOK

Dual US/UK Nationality U.S. and British Passports Right to work in U.S.A. and Europe

EDUCATION: Private Boarding School 1952 - 58

Burford Grammar School 1959 - 64

OXFORD UNIVERSITY 1964 - 68

English Language

General Science

Agricultural Science (Major)

B.O.T. Mathematics

Western Air Training 1968 - 69

Meacham School of Aviation 1976

British Aerospace, Hatfield 1980

Flight Safety Hawker School 1980

Phase II HS-125, King Air 200 1990

Simulator Instructor

Simuflite Gulfstream II & III 1993

F.T.I. Boeing 737 Rating 1996

(Captain Rating)

Avia Flight Engineer Rating 1997

(Turbojet Powered)

F.T.I. Boeing 727 Rating 1997

(Captain Rating 100/200)

QUALIFICATIONS: ( 

### No longer active as pilot )

FAA Airline Transport Pilot RVSM Qualified

(Part 121 Multi-e ngine Land) Boeing 727 Captain, Boeing 737 Captain.

Gulfstream 1159 BAE HS-125

Flight Engineer Turbo-jet Powered

FAR Part 135 Check Airman HS-125 and Beech King Air BE.90/BE.200ICAO Airline Transport Pilot Cayman Islands Validation

(Part 121 Saudi Arabia Cert #. TA-1530) (Boeing 727 Captain)

FLYING EXPERIENCE:

Total Time 9,005 hours

Total PIC 8,070 hours

Transport Cat Jet (PIC) 6,000 hours

Flight Engineer 260 hours

Instrument (Actual) 1,040 hours

(Simulated) 228 hours

World Wide experience: Europe, Eastern Block, Saudi Arabia,

United Arab Emir ates, Africa, Pacific Ocean Routes, India, Far East,

North Atlantic Routes, Arctic, North America,

Central, South America, Mexico and the Islands of the Caribbean.

Specialist in short fields "Hot and high" type operations.

LANGUAGES: English, Welsh, Conversational Arabic, French and German.

EMPLOYMENT:

12/08-Present DIRECTOR OF OPERATIONS FOR CAPITAL AIRWAYS, LLC. FAR PART 125

BOEI NG 727/737 and MD83. WORLD WIDE CHARTER, ORLANDO CMO-29.

Certified Capital Airways with Certifi cate Management Office 29, Orlando, Florida.

Responsible for all Operations including hiring and training crews, maintenance planning in

conjunction with the director of Technical Se rvices. Overseeing ground and simulator training

for crew and flight attendants.

Reason for leaving: Transition to Dir ector of Operations, Orange Air.

12/07-07/08 DIRECTOR OF OPERATIONS FOR JET DOMAIN, FAR PART 135

(10 or more). WORLD WIDE VIP CHARTER, DALLAS FSDO.

Responsible for all Operations. Start Up company. Responsible for writing or approving all

company manuals, liaison with FAA for certification under FAR Part 135 using Global Express,

Gulfstream V, Falcon 900 equipment . Overs eeing ground and simulator training and flight

standards.

Reason for leaving: Company closed.04/05-12/07 DIRECTOR OF OPERATIONS FOR ENTERPRISE AVIATION, FAR PART 125

BOEING SUPER 727. WORLD WIDE VIP CHARTER, GRAND RAPIDS FSDO.

Responsible for all Operations including hiring and training crews also maintenance

planning. Completed change from MSG-2 to MSG-3 program San Antonio Texas.

Interior and avionics refurbishment and upgrade. Working with Grand Rapids FSDO.

Overseeing ground and simulator training and flight standards.

Reason for leaving: Chance to use my knowledge and skills to their full extent.

03/01

- 04/05 DIRECTOR OF OPERATIONS, CENTURY AVIATION / LYNXXJET

DALLAS EXECUTIVE AIRPORT/McKINNEY AIRPORT, TEXAS.

FBO Director/Director of Operations for FAR Part 135Charter Operations.

Responsible for all aspects relating to operating a full service FBO. Responsible

for all polices and procedures associated with fueling, maintenance and line

service personnel. Procure all required e quipment and supplies. Plan and execute

all marketing strategies. Responsible fo r all aspects of FAR Part 135 charter

operations including writing training and operations manuals, instructing ground

and flight subjects, simulator checks and working with FAA on all compliance

related tasks. Overseeing all refurbishmen t and repairs to company aircraft and

equipment.

Reason for leaving: Better career options

08/00-02/01 CHIEF PILOT/DIRECTOR OF FLIGHT OPERATIONS



### Trans-Gulf Corporation, Las Vegas, Nevada. (Part 125, Boeing 727)



### (Based in Jeddah, Kingdom of Saudi Arabia)

Responsible for all aspects of operations involving Boeing 727-100 Corporate

aircraft. Responsible for a multi-million-dollar budget and all flights, including

International, Trans-Atlantic and Far East. Completed pre-buy inspection of

company aircraft, oversaw heavy C checks to bring from Saudi register to US

register. Scheduling all maintenance and spare part procurement and all

operational and training programs.

Reason for Leaving: Resigned, reasons will be disclosed at time of interview.

12/99-06/00 CHIEF PILOT/DIRECTOR OF OPERATIONS (Part 125, Boeing 737)



### Basic Capital Management, Inc. Addison, Texas.Responsible for all aspects of operations involving Boeing 737-205 Advanced

aircraft. Responsible for a multi-million-dollar budget and all flights, including

International, Trans-Atlantic and Eastern Block operations. Conducted all

company training including production of training manuals.

Reason for leaving: Flight Department was closed, aircraft for sale.

09/92-12/99 CHIEF PILOT/DIRECTOR OF OPERATIONS (Part 125, Boeing 727)



### Marbyia Investments, Ltd. Kingdom of Saudi Arabia.

Responsible for all aspects of operations involving Hawker 125, Gulfstream

1159A and Boeing 727equipment. Control over and responsible for a multimillion-dollar budget. Conducted pre-buy inspections on all company aircraft.

Worked with Associated Air Center in Dallas to do a complete restoration,

interior redesign and completion with new paint of company Boeing.

Responsible for all flights, International, Trans-Atlantic, and internal. Personally

flying members of the Saudi Royal Family, ministers and visiting VIP’s to

worldwide destinations. Scheduled and oversaw all maintenance and ensured

strict adherence to company budgets. Conducted crew training both ground and

simulator based to maintain highest flight standards. Responsible for all purchases

for the department, including company aircraft.

Reason for leaving: Wished to return home to USA for R & R.

10/87 - 08/92 CHIEF PILOT/DIR. OF OPERAT IONS/CHECK AIRMAN (Part135)



### American Air Ambulance/Allied Aviation, Red Bird, Texas.

Responsible for 12 aircraft and 30 pilots. Set up all crew and aircraft schedules.

Performed all F.A.R. Part 135 check rides, HS.125, King Air 200, King Air B.90

and E.90. Wrote new operations manual and training manuals, re-certificated

operation on change of ownership. Certified "Texas Airlift Helicopters" from

scratch, including writing all manuals and statement of compliance. The training

program I produced accepted by USAIG as the same as attending Flight Safety.

Reason for leaving: Resigned, reasons will be disclosed at time of interview.

10/85 - 10/87 VICE PRESIDENT/DIRECTOR OF OPERATIONS/CHIEF PILOT (Part135)

FAA APPROVED CHECK AIRMAN.



### Aero Med International, Savannah, GA.

Reason for leaving: Base of operations moved, aircraft sold.

09/83 - 10/85 AIR AMBULANCE CHIEF PILOT ( Part135)



### Care Flight Unlimited, St. Augustine, FL.Reason for leaving: Career developmen t, Director of Operations.

06/79 - 09/83 TRAINING CAPTAIN



### Dallah Avco Training Captain for Royal Commission, Saudi Arabia

Reason for leaving: Saudization of flight department as planned.

01/78 - 06/79 CHIEF PILOT



### Northrop Wilcox, Inc., Jeddah, Saudi Arabia.

Reason for leaving: Invitation to join Saudi Royal Commission Flight.

1973 - 1977 PILOT/MANAGER



### E. Brooksbank, Ltd., Wantage, U.K.

Reason for leaving: Business and aircraft sold.

1970 - 1973 AIR TRAFFIC CONTROLLER



### Thruxton Airport, Andover, U.K.

Reason for leaving: Got married, needed more income.

1967 - 1970 RESEARCH TECHNICIAN



### U.K. Atomic Energy Authority, U.K.A.E.A. U.K.

ENGINEERING EXPERIENCE:

Research and survey of multiple heavy aircraft for prospective purchasers and sellers. Services

provided to various U.S., British and Saudi clients. (Confidential list available.)

Personally overseeing heavy maintenance checks and completions for several operators.

NORTHROP WILCOX, SAUDI ARABIA

Performance of maintenance on company aircraft: electrical, mechanical, engine and airframe.

Carrying out required inspections, trouble shooting of systems, working from technical manuals.

Using lathe, drill press, swaging machine, hand tools avionics test sets, electronic meters, etc.

My work was then inspected and signed off by an I. A.

Programming computer to keep track of rotables (time-life items) and inspections on company

aircraft.

PERSONAL ENGINEERING:

Repair of Amateur radio/television equipment (W1JET), calibration, alignment, installation,

S.W.R. adjustment, etc. I hold an FCC Extra Cla ss license and VE (Examiner) status. Repair ofmost household mechanical and electrical equipment. Service, maintenance and repair of

automobiles. Last project was overhaul and rebuild of 1961 Jaguar XKE type engine, twin

overhead cam with triple 2" S.U. carburetors. Road tested to 151 miles per hour.

Excellent understanding of mechanical, hydraulic and electrical systems.

COMPUTER LITERACY:

Very familiar with IBM PC's. Windows all versions, DOS 3.1 through 6.22, Basic, GW Basic,

Q-Basic (Written many programs for pilot testing, Charter Price Quotes etc). Built several

personal computers for myself and family. Performed memory upgrades, installation of disk

drives, fax/modems. Installation and commissioning of LAN's and many software packages

including Word Perfect, QEMM Quarterdeck, Desqview, Microsoft Windows, Lotus 1-2-3,

Quattro Pro, Microsoft Excel, PC Tools, Norton U tilities etc. I provide computer and software

technical support to several companies. I am very fortunate to possess a semi photographic

memory and am usually able to sort out most problems over the telephone without the need for

the computer to be in front of me.Doc.resume.K.Lugar Kurt A. Lugar

PROFILE Licensed Airframe and Power P lant Mechanic with 20 years hands

- on experience

and training in commercial aircraft m a intenance with extensive managerial

experience f or CFR Part 121 Air Carriers and CFR part 125 Operations

. Experience in A&P inspections, including the repair and maintenance of systems

for the A300, B727, B737, DC

- 9, DC

- 10

, and MD

- 80 series aircraft

. Proficient in the effective use of numerous computer operating and software

systems.

Exceptional ability to interpret Federal Aviation Regulations, Guidance, and

Directives.

TRAINING

EMPLOYMENT Formal Industry Courses include:

American Airlines MD

- 80 Avionics Systems

Lloyd Aviation (for Spirit Airlines) DC

- 9 Avionics Systems

Lloyd Aviation (for Spirit Airlines) DC

- 9 Aircraft Systems

FAA Suspected Unapproved Parts

TSC Aircraft Reliability Programs

Jet Engine Training of Dallas Allison 501D

- 13

Laredo Air CV340/440 40 HRS

64 HR S

80 HRS

6 HRS

26 HRS

40 HRS

40 HRS

Or a nge Air, LLC, Orlando, FL 2011

- Present

Aircraft Type: MD80, TBD

Ratings:

Position: Director of Quality Assurance (Chief Inspector)

Develop Manuals, Maintenance Pro g rams and Procedures for “Start

- Up” Part 121

supplemental carrier certification

.

Capital Airways LLC , Orlando, FL 2008

- 2011 (closed)

Aircraft Type: B727, B737, MD80 Series

Ratings: AWR, Run

- Taxi, Inspector (Full)

Posi tion: Chief Inspector/Director of Maintenance

Develop Manuals, Maintenance Programs and Procedures for Part 125 operator

certification. Maintain Aircraft Records and Programs to ensure continued

airworthiness of company aircraft and compliance with Federal Aviation

Regulations. Administer Maintenance and Inspection functions, Aircraft Records,

Technical Publications, and CASS.

Contractor (Self

- Employed) , Orlando, FL

Aircraft Type: B737, DC9, MD 80 series.

Ratings: AWR

, Run

- Taxi, RII

. 2006

- 2008

Position: Technical Representative, Consultant

On

- Call Line Maintenance for Part 121 Charter Operator; Sky King, Inc

. P repare for export flight 2 ex

- Southeast Airlines aircraft at Orlando

- Sanford

Airport for foreign carrier; Laser Airlines, VE

. Implement Boeing aircraft storage program for bankrupt Southeast Airlines

aircraft at Orlando

- Sanford Airport to include weekly engine runs, servicing,

and systems checks for Joda Aircraft Financing, Inc.

D evelop maintenance programs, procedures , and manual system for “Star t- Up”

Part 121 certification; Nations Airways (closed)Doc.resume.K.Lugar Boston

- Maine Airways, dba PanAm Clipper

Aircraft Type: B727, J3100

Ratings: AWR , Inspector (full) 2005

- 2006 (closed)

Position: Manager of Maintenance Control and Planning

Coordinate and plan maintenance activity at all line stations

. Advise and assist

maintenance personnel with aircraft troubleshooting and provide relevant

technical data. Ensure work is performed per compan y policy and regulations.

Overa ll responsibility for regulatory compliance within the maintenance and

inspection departments per FAR part 121

. Administer Maintenance Inspection

and Quality Audit functions, Aircraft Records, Maintenance Training, Reliability,

Technical Publications, and CASS. Position: Director of Quality Assurance

Southeast Airlines, Orlando

- Sanford , FL

Aircraft Type: DC9, MD 80 series.

Ratings: AWR

, Run

- Taxi, RII, Receiving. 2003

- 200 4 (closed)

Position: Line Maintenance Manager (SFB)

Perform aircraft maintenance inspections and repairs. Prioritize and a ssign work

assignments to subordinates. Ensure all work is complete and per company

standards and procedures. Administer station activity and personnel to include

work schedules, payroll, audits, and productivity reports. Manage station

inventory levels as well as budgetary constraints. Act as liais on between

company, local FAA, and Aviation Authority.

Spirit Airlines, Orlando, FL

Aircraft Type: CV580, DC9, MD 80 series.

Ratings: AWR, Run

- Taxi, RII, Receiving , Instructor

. 1991

- 2002

Position: Regional Maintenance Manager (South)

Perform aircraft maintenance inspections and repairs. Prioritize and assign work

assignments to subordinates. Ensure all work is complete and per company

standards and procedures. Administer station activity and personnel to in clude

work schedules, payroll, audits, productivity reports , and conflict resolution

. Manage station inventory levels as well as budgetary constraints. Act as liaison

between company, local FAA, and Aviation Authority. Develop budgets, monitor

expenses, se t up vendor accounts, and prepare cost analysis.

Express One, Carnival, Kiwi, Allegro, JetTrain

Aircraft Type: A300, B727, B737, DC9, DC10, MD80.

Ratings: AWR, Run

- Taxi, RII, Receiving. Part

- time, 1994

- 1999

Position: A&P Line Station Mechanic ( Contrac tor

- Part

- Time/Casual)

Perform On

- Call and Scheduled LS Maintenance inspections and repairs

.

Jettall Holdings Corp, Seattle, WA

Aircraft Type: CV580

Ratings: AWR. 1990

- 1991 (closed)

Position: A&P Line Station Mechanic

Perform aircraft maintenance i nspections and repairs

.

Westates Airlines, Laredo, TX / Oakland, CA

Aircraft Type: CV580

Ratings: AWR. 1989

- 1991 (closed)

Position: A&P Line Station Mechanic

Perform aircraft maintenance inspections and repairs.Doc.resume.K.Lugar American Air Freight / Laredo Air, Laredo TX 1987

- 1988 (closed)

Aircraft Type: , DC3/4/6, CV 440/ 580

Ratings: None.

Position: Mechanic helper

Perform supervised aircraft maintenance inspections and repairs.

Non

- Aviation: US Governme nt, Naval Air Station Dallas, TX 1985

- 1986

Position: Enlisted Club Staff

Perform numerous functions in support EM Club activities.

Arrendando & Martinez Fast Freight, Laredo TX 1983

- 1985

Position: Warehouseman

Perform numerous functions in support o f warehouse/shipping activities.

REFERE NCES Upon Request

# Roger L. Carbon II

OBJECTIVE : Flight Attendant

EXPERIENCE

July 2009 CAPITAL AIRWAYS, Orlando, FL

to March 2011 Flight Attendant

July 2005 SKY KI NG, Sacramento, CA

to July 2009 Flight Attendant

Oct 2002 to TOM SCHWARTZ, Topeka, KS

to July 2003 Personal Assistant

Nov 1999 VANGUARD AIRLIN ES, Kansas City, MO

to July 2002 Flight Attendant

1995 to Substitute teaching and caregiving in

2005 Burlington and Topeka, KS

1990 to BLUE MOON DELI, Burlington, KS

1995 Owner

EDUCATION

1990 PITTSBURG STATE UNIVERSITY,

Pittsburg, KS

B.A., Business Administration

## Kimberly A. Hunter

Objective

To utilize my skills and experience in contri buting to the success of the company’s goals

.

Experience

2011 – Present Orange Air, LLC Ashburn, VA

Director of Administration & HR

 Administration of Human Resources, Benefits, Accounting, and Payroll

 Compiles financial information and assists in the pr eparation of reports and records, classifies, and

summarizes financial transactions and events in accordance with generally accepted accounting

principles

 Provides information to management or explains accounting transactions; resolves accounting issues and

discrepancies

 Develops and administers various human resources and benefit plans, policies and procedures for all

company personnel

 Ensures company compliance with Federal, State and Local employment laws

 Processes semi-monthly payroll and maintains all records and systems pertaining to payroll

 Prepares, recommends, and maintains records and procedures for controlling personnel transactions and

reporting personnel data.

 Administers classification programs, which includes classifying and reclassifying positions and writing

job descriptions.

 Conducts orientation programs.

 Develops and monitors performance evaluation program and revises as necessary.

 Coordinates and monitors the affirmative action initia tives against plan goals along with meeting EEOC

reporting requirements.

 Monitors unemployment claims and assists departments with appeals.

 Conducts employee presentations as needed.

 Coordinates risk and safety management program.

2006 – 2011 Capital Aviation, Inc. Ashburn, VA

Director of Administration

 Organizes and supervises all of the administrative activities that facilitate the smooth running of an

office.

 Supervises human resources, payroll, accounting, and administration positions.

 Administration of Accounting, Human Resources and Benefits, Accounting, and Payroll

 Applies a working knowledge of applicable laws an d regulations; verifies documents for completeness

and compliance with government and private agencies

 Develops and administers various human resources and benefit plans, policies and procedures for all

company personnel

 Ensures compliance with Federal, State and Local employment laws

 Processes semi-monthly payroll and maintains all records pertaining to payroll

 Time collection administration

 Ensure office policies are reviewed and updated on a regular basis2004 – 2005 SkyLink USA Herndon, VA

HR/Payroll Manager

 Develops and administers various human resources plans, policies, procedures, personnel forms and

records for all company personnel along with coordination of benefits program and orientation program

 Ensures compliance with Federal, State and Local employment laws

 Administers classification programs, which includes classifying and reclassifying positions and writing

job descriptions

 Implements and annually upd ates the compensation program

 Develops and monitors performance evaluation program and revises as necessary.

 Coordinates New Hire and Exit Interview processes

 Coordinates and monitors the affirmative action initia tives against plan goals along with meeting EEOC

reporting requirements

 Maintains and revises employee handbook

 Monitors unemployment claims and assists departments with appeals

 Coordinates risk and safety management program

 Processes semi-monthly payroll

, maintains the payroll system and maintains and audits timekeeping

records for compliance with established standards along with pre and post audits of the payroll data and

makes adjustments as necessary

2003 – 2004 Andretta Associates Cicero, NY

Accounting Manager

 Accounts Payables, Accounts Receivables and Quar terly Sales Tax preparation using Quick Books and

Excel

 Assist in the preparation of Bid Proposals, Contracts and Scheduling using MS Office XP.

 Customer Service

1997 – 2003 Self-Employed Liverpool, NY

Accounts Receivable/Billing Professional

 Prepare and submit invoices, account for sales and create monthly reports for clients using Quick Books

and Excel

1984 – 1997 Mutual of New York – MONY Syracuse, NY

Payroll/Benefits Specialist

 Record Keeping, Payment Processing, Accounting an d Benefits Counseling for Retired and Disabled

Employee’s using MS Word, Excel and MONY’s in house Payroll/Benefits System

 Year end tax processing of W2’s and 1099’s for Retired and Disabled Employee’s

 Quarterly Payroll Tax Processing to be report ed to various states and foreign authorities

 Correspond and account for all activities involving payments through the Employee’s Retirement Trust

Account directly to the Vice President of the Benefit’s Department

 Payments from MONY’s Adoption Assistance Program

 Instrumental Team Member in a variety of Special Projects throughout the years to include; the creation

and implementation of an in-house Payroll System, Early Retirement Programs, Reduction in Force and

Foreign Payroll Processing

 Past positions with the company include payroll and benefits processing for; new hires, terminated

employees, new sales commissions and time and attendance

Education 1984 Liverpool High School Liverpool, NY

References Available upon requestMar 31, 11

ASSETS

Current Assets

Checking/Savings

Bank of America 2527 10,575 .22

Total Checking/Savings 10,575 .22

Total Current Assets 10,575 .22

Other Assets

Deposits

Total Deposits 21,769 .00

Total Other Assets 21,769 .00

TOTAL ASSETS 32,344 .22

LIABILITIES & EQUITY

Liabilities

Current Liabilities

Other Current Liabilities

Payroll Liabilities

Total Payroll Liabilities -1,250 .56

Total Other Current Liabilities -1,250 .56

Total Current Liabilities -1,250 .56

Total Liabilities -1,250 .56

Equity

Member 1 Equity 129,499 .34

Net Income -95,904.56

Total Equity 33,594 .78

TOTAL LIABILITIES & EQUITY 32,344 .22 11:24 AM Orange Air LLC

04/01/11 

### Balance Sheet

Accrual Basis As of March 31, 2011

Page 1October 31, 2011January 31, 2012April 30, 2012July 31, 2012October 31, 2012AssetsCurrentCash -395,220824,4401,348,6601,872,880Accounts Receivable134,000134,000134,000134,000Total Current Assets -$ 529,220$ 958,440$ 1,482,660$ 2,006,880$Property and EquipmentProperty and Equipment --100,000100,000100,000Accumulated Depreciation ---(5,000)(10,000)-$ -$ 100,000.00$ 95,000.00$ 90,000.00$Total Assets -$ 529,220$ 1,058,440$ 1,577,660$ 2,096,880$LiabilitiesCurrent LiabilitiesAccounts Payable and Accrued Expenses -$ -$ -$ -$ -$Total Current Liabilities -----Long Term LiabilitiesNotes Payable -$ -$ -$ -$ -$Long Term Liabilities -----Total Liabilities -$ -$ -$ -$ -$EquityMembers Equity 1,440,595$ 1,440,595$ 1,440,595$ 1,440,595$ 1,440,595$Members Distributions ----Retained Earnings (1,440,595)(911,375)(382,155)137,065656,285-529,2201,058,4401,577,6602,096,880Total Liabilities and Equity-$ 529,220$ 1,058,440$ 1,577,660$ 2,096,880$Unaudited2011 ProformaTotalFebruary-11 Pre-operating Pre-operatingPre-operating ExpensesExpensesExpenses March - October From InceptionSalesRevenues-$-$-$ExpensesWages and benefits - line staff-$45,612$45,612$Wages and benefits - administrative21,680494,502516,182Maintenance and Repairs-275,000275,000Aircraft Leasing and Insurance-110,000110,000Proving Flights-150,000150,000Administrative Expenses248,750248,750Other Operating Expenses95,05195,051TotalOperatingExpenses21,680$ 1,418,915$ 1,440,595$NetIncome(Loss)(21,680)$ (1,418,915)$ (1,440,595)$2011Pre-OperatingMarch-11 April-11 May-11 June-11 July-11 August-11 September-11 October-11 ExpensesSalesRevenues-$-$-$-$-$-$-$-$-$ExpensesWages and benefits - line staff-$-$-$-$-$10,404.00$17,604 00$17,604.00$45,612$Wages and benefits - administrative73,24758,46558,46558,46558,46558,46564,46564,465494,502Maintenance and Repairs----275,000---275,000Aircraft Leasing and Insurance------55,00055,000110,000Proving Flights------75,00075,000150,000Administrative Expenses39,75040,20026,30021,30021,30039,30039,30021,300248,750Other Operating Expenses25,8296,5788,5285,2785,27811,18026,8905,49095,051TotalOperatingExpenses138,826$105,243$93,293$85,043$360,043$119,349$278,259$238,859$1,418,915$NetIncome(Loss)(138,826)$ (105,243)$(93,293)$(85,043)$(360,043)$(119,349)$(278,259)$(238,859)$(1,418,915)$Unaudited12 MonthNov-11 Dec-11 Jan-12 Feb-12 Mar-12 Apr-12 May-12 Jun-12 Jul-12 Aug-12 Sep-12 Oct-12 TotalSalesRevenuesExpensesWages and benefits - line staff85,693$85,693$85,693$85,693$85,693$85,693$85,693$85,693$85,693$85,693$85,693$85,693$1,028,320$Wages and benefits - administrative89,00089,00089,00089,00089,00089,00089,00089,00089,00089,00089,00089,0001,068,000Maintenance and Repairs103,400103,400103,400103,400103,400103,400103,400103,400103,400103,400103,400103,4001,240,800Aircraft Leasing and Insurance121,000121,000121,000121,000121,000121,000121,000121,000121,000121,000121,000121,0001,452,000Depreciation and Reserves60,00060,00060,00060,00060,00060,00061,66761,66761,66761,66761,66761,667730,000Administrative Expenses18,10018,10018,10018,10018,10018,10018,10018,10018,10018,10018,10018,100217,200Other Operating Expenses16,40016,40016,40016,40016,40016,40016,40016,40016,40016,40016,40016,400196,800Total Operating Expenses493,593$493,593$493,593$493,593$493,593$493,593$495,260$495,260$495,260$495,260$495,260$495,260$5,933,120$Net Income (Loss)7700000UnauditedProjected Launch Date November-11

Fleet

Type: MD-83s

Proving Proving

Aircraft Run #1 Run #2 In Service

1 Sep-11 Oct-11 Nov-11 Lease

Charter Revenues

Minimum Monthly Hours, per Aircraft 200

Minimum Annual Hours, per Aircraft 2,400

ACMI Rate per hour

Operating Expenses

Payroll

Crewing per aircraft (2.5 crews) 15

Administrative personnel 10

Salary & wages per employee

Crews

Administrative personnel

Benefits as % of salary and wages

Crews

Administrative personnel

Maintenance

Per block hour (maintenance plus c-check reserves) 517 $

Aircraft Leasing

Monthly lease, including insurance 121,000 $

Depreciation and Reserves

Office equipment/computers - 5 year life

Estimated Annual depreciation expense 80,000 $

Funding Provided by Orange Air Holdings LLC through 2-28-11 21,680

Total funding provided and available 21,680 $

Capital Requirements

Preoperating Expenses 1,440,595 $

Equipment Purchases 100,000

12 Month Operating Expenses 5,933,120 $

DOT Reserve Required (25% 12 Month Op Exp) 1,483,280

Total Capital Requirement 3,023,875 $