LOAN
AGREEMENT





*
* * * * * * * * *




THIS LOAN AGREEMENT, made March 2,
2009, among FIRSTFLIGHT,INC., a Nevada
Corporation and AIRBORNE, INC.,a New York Corporation (collectively and individually the “Borrower”).
MARGESON AND ASSOCIATES,
INC, a New York Corporation, FBO AIR WILKES-BARRE, INC. a
Pennsylvania Corporation, FBO
AIR-GARDEN CITY, INC.,a Kansas Corporation,  FIRSTFLIGHT HELIPORT, LLC,a
New York Limited Liability Company, FIRSTFLIGHT MANAGEMENT, LLC,a
Delaware Limited Liability Company, BRAKE AND WHEEL SERVICE, INC.,and individually WILLIAM
WACHTELandJOHN
DOW (collectively the “Guarantors”), and FIVE STAR BANK, a New York
State bank, having an office at 55 North Main Street, Warsaw, New York 14569
(the “Lender”).




WITNESSETH:




WHEREAS, the Lender has agreed to
extend to the Borrower the loan described on the attached Exhibit “A”
(collectively and individually, the “Loan”); and




WHEREAS, the Loan is (a) evidenced by
and payable in accordance with the terms of a Promissory Note, and (b) secured
by a General Security Agreement, as defined in Exhibit “B” attached hereto;
and




WHEREAS, the Guarantor has guaranteed
repayment of the Loan pursuant to a guaranty of even date herewith (the
“Guaranty”); and




WHEREAS, the Borrower, Guarantor and
the Lender have agreed to certain terms governing the Loan.




NOW, THEREFORE, in consideration of the
promises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each of the parties hereto, the parties
hereto agree for themselves, their successors and assigns as
follows:




1.0           Representations and
Warranties.  Borrower represents and warrants as of the date
hereof and as of the date of any advance made by the Bank hereunder
that:




1.1           Indebtedness.  Except
as disclosed in the financial statements referred to in Section 2.5 hereof, the
Borrower has no outstanding indebtedness or contingent liabilities (including
without limitation “off balance sheet” liabilities and reimbursement liabilities
or contingent liabilities related to letters of credit) other than trade
payables not yet due incurred in the ordinary course of business.




1.2           Financial Statements and
Other Information.  All balance sheets, earnings statements and
other financial data which have been or shall hereafter be furnished to the Bank
as of the dates and the results of operations for the periods for which the same
are furnished to the Bank, and all other information, reports and other papers
and data furnished to the Bank are or will be, at the time the same are so
furnished, accurate and correct in all material respects and each financial
statement referred to herein was and will be prepared in accordance with
generally accepted accounting principles consistently applied.













1.3           Title of
Property.  Except as set forth on Exhibit “C” hereto annexed,
none of the assets of Borrower are, as of the date hereof, subject to any
mortgage, pledge, lien or encumbrance except to the Bank.




1.4           Litigation.  Except
as set forth on Exhibit “D” hereto annexed, there is no action, suit or
proceeding at law or in equity by or before any governmental instrumentality or
other agency now pending, or, to the knowledge of Borrower, threatened against
or affecting the Borrower or any properties or rights of the Borrower which, if
adversely determined, would materially impair the right of the Borrower to carry
on business substantially as now conducted or would materially adversely affect
the financial condition of Borrower.




1.5           Governmental
Approval.  No approvals or consents of any public regulatory
body or bodies are required for the valid authorization, making or delivery of
this Note, the borrowings hereunder, or any other action to be taken hereunder
or in connection herewith by Borrower.




1.6           Retirement
Plans.  Each qualified retirement plan of Borrower that is
subject to any provisions of the Employee Retirement Income Security Act of 1974
and the regulations adopted pursuant thereto (“ERISA”) is being administered in
accordance with the documents and instruments governing such Plan(s), and such
documents and instruments are consistent with the applicable provisions of
ERISA.  With respect to any such Plan(s), there has not been incurred
any material accumulated unfunded deficiency under the terms of ERISA nor has
there been incurred any material liability to the Pension Benefit Guaranty
Corporation.




1.7           Taxes.  Borrower
has duly filed all federal, state and local income, sales, property and other
tax returns required to be filed and has paid all taxes shown on such
returns.




1.8           Organization.  FirstFlight,
Inc. is a Nevada Corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada and is authorized to do business
in Nevada and New York and Airborne, Inc. is a New York Corporation duly
organized, validly existing and in good standing under the laws of the State of
New York and both Borrowers have the power and authority to transact the
business in which it is engaged, is duly licensed or qualified and in good
standing in each jurisdiction in which the conduct of such business required
such licensing or qualification and has all necessary power and authority to
enter into this Agreement and to execute, deliver and perform this Agreement,
the Note and any other documents executed in connection herewith, all of which
have been duly authorized by all proper and necessary action.




1.9           Approvals.  All
necessary action on the part of the Borrower, including approval to the extent
required, relating to the authorization of the execution and delivery of this
Agreement and all related documents and instruments and the performance of the
obligations of the Borrower hereunder the thereunder has been taken and is in
full force and effect.













1.10           Valid and Binding
Obligation.  This Agreement, and any other document executed in
connection herewith, and the Note when executed and delivered, will constitute
the legal, valid and binding obligations of the Borrower, enforceable in
accordance with their respective terms.  The execution and delivery by
the Borrower of this Agreement and all related documents and agreements, and the
performance by the Borrower of its obligations under this Agreement and all
related documents and agreements will not violate any provision of law or the
Borrower’s Certificate of Incorporation/Articles of Organization/Partnership
Agreement or other organizational documents or agreements.  The
execution, delivery and performance of this Agreement and all related documents
and agreements, and the consummation of the transactions contemplated hereby
will not violate, be in conflict with, result in a breach of, or constitute a
default under any material agreement to which the Borrower is a party or by
which any of its assets or properties is bound, or any order, writ, injunction
or decree of any court or governmental instrumentality, and will not result in
the creation of imposition or any lien, charge or encumbrance upon any of its
assets or properties.




1.11           Franchises and
Permits.  The Borrower has all franchises, permits and licenses
and other authority as are necessary to enable the Borrower to conduct its
business as being conducted, and the Borrower is not in default under any such
franchises, permits, licenses or authority.




1.12           Patents, Trademarks and
Authorizations.  The Borrower owns or possesses all patents,
trademarks, service marks, tradenames, copyrights, licenses, authorizations and
all rights with respect to the foregoing, necessary to the conduct of its
business as now being conducted without any material conflict with the rights of
others.




1.13           Contracts and
Agreements.  The Borrower is not a party to any contract or
agreement that materially adversely affects its business, property, assets or
condition (financial or other) and the Borrower is in compliance in all material
respects with all contracts and agreements to which it is a party.




2.0           Borrowing Base
Formula:




2.1           Advances
under the Note shall be limited to 70% of eligible valid and true accounts
receivable of Borrower due for less than 90 days from the date of the
invoice.




2.2           Ineligible
receivables shall include but not be limited to (i) foreign accounts receivables
and (ii) amounts due from affiliates and subsidiaries, or (iii) receivables
which are offset by a liability or debt or payable owed by the Borrower to the
same account vendor or company, and (iv) government based or affiliated accounts
receivables.




2.3           The
Borrower must provide a monthly borrowing base certificate in form and content
acceptable to the Bank which must be certified to be true, accurate and correct
by officers of the Borrower.




3.0           Affirmative
Covenants.  Borrower covenants and agrees that Borrower
shall:




3.1           Insurance.  Maintain
adequate insurance at all times on Borrower’s insurable properties against fire,
theft and other hazards with responsible companies and in such amounts and
against such risks as is usually carried by owners of similar businesses and
properties.  Borrower shall promptly deliver to the Bank certificates
of insurance with appropriate endorsements designating the Bank as a named
insured or loss payee.













3.2           Maintenance of
Properties.  Maintain, preserve and keep Borrower’s plants,
properties and other tangible assets in good repair, working order and condition
and from time to time make, or cause to be made, needful and proper repairs,
renewals, replacements, betterments and improvements thereto so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times.




3.3           Examination of
Books.  Permit the Bank’s representative, at any reasonable
time and from time to time, to (a) examine books and records and to make
extracts therefrom and (b) discuss financial affairs, condition and accounts of
Borrower and Guarantors with the Borrower and Guarantor
accountants.




3.4           Claims and
Taxes.  Pay, prior to the date on which they become delinquent,
all of Borrower’s debts and obligations, and all taxes, assessments and
governmental charges imposed upon or against Borrower, and all lawful claims for
labor, materials and supplies.




3.5           Financial
Statements.  Keep all books of account in accordance with
generally accepted accounting principles and will furnish or cause to be
furnished to the Bank:




3.5.1           Within
One Hundred Twenty (120) days after the close of each fiscal year, copies of the
Borrower’s tax returns along with all schedules thereto.




3.5.2           Within
One Hundred Twenty (120) days after the close of each fiscal year, the balance
sheet and statement of income and changes in financial position together with
supporting schedules, in review form, and prepared by an independent accounting
firm whose members are also members of the American Institute of Certified
Public Accountants, showing the financial condition of the Borrower at the close
of such year and the results of operations of the Borrower during such
year.




3.5.3           FirstFlight,
Inc. shall deliver to the Bank monthly interim internally prepared financial
statements certified to be true, accurate and correct by officers of the
Borrower commencing March of 2009 and each month thereafter.




3.5.4           Promptly,
from time to time, such other information regarding the operations, business,
affairs and financial condition of the Borrower as the Bank may
request.




3.6           Guarantors’ Financial
Statements.  Furnish, or cause to be furnished, to the Bank
with respect to each Guarantor:




3.6.1           Within
One Hundred Twenty (120) days after the close of each fiscal year, copies of the
Guarantor’s tax returns along with all schedules thereto.




3.6.2           Within
One Hundred Twenty (120) days after the end of each calendar year and as of the
end of such calendar year, a personal financial statements on the Bank’s
standard form for each Guarantor which is a natural person certified to be
correct by such person (the form of said certification to be satisfactory to the
Bank).




3.6.3           Promptly
from time to time such other information regarding the business affairs and
financial condition of each such person as the Bank may request.













3.7           Adverse
Actions.  Notify the Bank promptly in writing in the event any
litigation or proceeding including but not limited to any adverse claims or
notices or actions directly or indirectly relating to the environmental
condition of any property securing the Loan is instituted or threatened against
Borrower.




3.8           ERISA
Actions.  Notify the Bank promptly in writing in the event
Borrower knows or has reason to know that any termination event (a reportable
event as defined in Section 4043(b) of ERISA) or any other event or condition
which might constitute grounds under Section 4042 of ERISA for the termination
of, or for the appointment of a trustee to administer any plan has
occurred.




3.9           Expenses of
Bank.  Pay or reimburse the Bank on demand for any and all
reasonable out-of-pocket expenses (including attorneys’ fees and expenses) which
the Bank paid or incurred in connection herewith, or any other agreement(s)
called for hereunder and any filing related hereto, and the expenses (including
reasonable attorneys’ fees) relating to the repossession, storage or sale of
assets in which the Bank has a security interest and to the collection of the
obligations of Borrower hereunder, or in connection herewith.




3.10           Maintain
Existence.  Maintain its existence in good standing and remain
or become duly licensed or qualified and in good standing in each jurisdiction
in which the conduct of its business requires such qualification or
licensing.




3.11           Bank
Depository.  The Bank shall be designated and shall continue to
be the depository of the funds of the Borrower with respect to operating,
checking, savings and direct deposit payroll accounts.




3.12           Franchises and
Permits.  Preserve and keep in full force and effect all
franchises, permits, licenses and other authority as are necessary to enable it
to conduct its business as being conducted on the date hereof, and to comply in
all material respects with all laws, regulations and requirements now in effect
or hereafter promulgated by any property constituted governmental authority
having jurisdiction over Borrower or its business.




3.13           Payments on
Note.  Make all payments as and when required by this Agreement
and the Note and any other agreements related thereto or hereto.




4.0           Negative
Covenants.  Except with the prior written consent of the Bank,
the Borrower will not:




4.1           Type of
Business.  Engage in any business other than the type conducted
and operated during the present and preceding calendar year.




4.2           Other
Indebtedness.  Incur, create, assume or permit to exist any
indebtedness or liability on account of deposits or advances or any indebtedness
or liability for borrowed money, or any other indebtedness or liability except
indebtedness to the Bank, Current Accounts Payable and other Current Liabilities
arising out of transactions, other than borrowings, in the ordinary course of
business.













4.3           Limitation on
Liens.  Create or suffer to exist any mortgage, pledge, lien,
security interest or encumbrance on any of its property or assets now owned or
hereafter acquired, or enter into any arrangement for the acquisition of
property subject to a conditional sales agreement or other title retention
arrangement except (a) liens in connection with Workmen’s Compensation,
Unemployment Insurance and other Social Security obligations, (b) liens,
securing performance of surety and appeal bonds and other liens of like nature
arising in the ordinary course of business, (c) mechanic’s, workmen’s,
materialmen’s or other like liens arising in the ordinary course of business in
respect of obligations not yet due or being contested in good faith, (d) liens
for taxes, assessments or governmental charges or levies on it or its properties
not delinquent or being contested in good faith, and (e) mortgages, pledges and
other liens to the Bank.




4.4           Disposal of Accounts,
Notes.  Sell, assign, discount or otherwise dispose of any
Accounts Receivable or bills, notes or other commercial paper, with or without
recourse to Borrower.




4.5           Contingent
Liabilities.  Guaranty, endorse or otherwise in any way be or
become responsible for obligations of any other person except to the Bank,
whether by agreement to purchase indebtedness, or agreement for furnishing funds
through the purchase of goods, supplies or services (or by way of stock
purchase) capital contribution, advance or loan for the purpose of paying or
discharging any indebtedness or obligation of any other person, or agreement to
maintain minimum capital or net worth of any other person, or otherwise,
excepting from the purview of this clause, endorsements of negotiable
instruments for collection and guarantees to the Bank.




4.6           Loans and
Investments.  Except for loans to key employees which loans in
the aggregate do not exceed $50,000.00, make any loan or advance of money or
property to, or any investment (whether by stock or other security acquisition,
or by purchase, or otherwise) in any person, firm, corporation or entity of any
kind, excepting investments in U.S. Government Bonds and obligations,
certificates of deposit issued by a member bank of the Federal Reserve System,
and investments in commercial paper which at the time of such investment is
assigned the highest quality rating in accordance with the rating systems
employed by either Moody’s Investor Service, Inc. or Standard & Poor’s
Corporation.




4.7           Sale of All or Substantially
All of Assets.  Assign, transfer, sell, lease or otherwise
dispose of all or a substantial part of Borrower’s assets.




4.8           Leases.  Enter
into any arrangement with any lender or investor providing for the leasing by
the Borrower of any property, real or personal, (a) which has been or is to be
sold or transferred to such lender or investor, or (b) in the case of real
property, on which one or more buildings have been or are to be constructed by
such lender or investor, and which in either case was for the purpose of leasing
such property to the Borrower nor will the Borrower, become liable as lessee on
any lease.




4.9           Mergers and
Acquisitions.  Liquidate or dissolve or enter into any
consolidation, merger, partnership, joint venture, syndicate or other
combination or purchases or acquire or incur liability for the purchase or
acquisition of any or all of the assets or business of any person, firm, or
corporation.




4.10           Material
Changes.  Permit any material change to be made in the
character of the business of the Borrower, or in its executive management, or in
the nature of its operations as carried on as of the date hereof.













5.0 Default.




5.1           Events of
Default.  The occurrence of any one or more of the following
events shall constitute an Event of Default (individually “Event of Default” and
collectively “Events of Default”):




5.1.1           Default in the Payment of
Principal or Interest.  Default by Borrower in the payment of
any principal or interest due to the Bank under the Note.




5.1.2           Misrepresentations.  One
or more representations or warranties made by the Borrower herein or in writing
in connection with or pursuant to this Agreement shall be false, inaccurate or
misleading in any material respect.




5.1.3           Breach of
Covenants.  If any agreement or covenant made by the Borrower
herein shall not be complied with, whether or not there shall be compliance with
any or all other agreements and covenants made by the Borrower
herein.




5.1.4           Default in Other
Obligations.  Default shall be made with respect to any
indebtedness of the Borrower or any Guarantor, or the performance of any other
obligation incurred in connection with any indebtedness for borrowed money of
the Borrower, or any Guarantor, if the effect of such default is to accelerate
the maturity of such indebtedness or to permit the holder thereof to cause such
indebtedness to become due prior to its stated date of maturity, or any such
indebtedness shall not be paid when due.




5.1.5           Financial
Statements.  Borrower or any Guarantor fails to provide the
Bank with financial statements, tax returns or other information as may be
required herein.




5.1.6           Taxes.  In
the event Borrower shall fail to pay or discharge its taxes, assessments, levies
and governmental charges prior to the date of which the penalties are attached
thereto.




5.1.7           ERISA.  Any
reportable event (as defined in Title IV of ERISA) which might constitute
grounds for the termination of any retirement plan of Borrower or for the
appointment by the appropriate regulatory body of a trustee to administer any
such retirement plan shall have occurred and be continuing for thirty (30) days
after written notice to such effect shall have been given to Borrower or any
such retirement plan shall be terminated or a trustee shall be appointed to
administer any such retirement plan, or the Pension Benefit Guaranty Corporation
shall institute proceedings to terminate any such retirement plan or to appoint
a trustee to administer any such retirement plan.




5.1.8           Money
Judgments.  An uninsured judgment for the payment of money in
excess of $50,000.00 shall be entered against Borrower, or any Guarantor, or any
attachment, execution or garnishment shall be issued or filed against any of the
property of the Borrower, or any Guarantor and shall not be released or
discharged within ten (10) days.













5.2 Effects of an Event of
Default.  Upon the happening of one or more Events of
Default:




5.2.1           If
an Event of Default occurs under paragraphs 5.1.1 through 5.1.8 hereof, the
Bank’s obligations hereunder shall be cancelled immediately, automatically and
without notice, and the unpaid principal of the Loan with interest accrued
thereon shall become immediately due and payable without any presentment,
demand, protest, notice of protest or notice of any kind, all of which are
hereby expressly waived.




6.0           Except
as specifically amended herein, all of the terms, covenants, conditions and
stipulations contained in the Note and all of the other documents relating
thereto (the “Loan Documents”) are hereby ratified and confirmed in all
respects, shall continue to apply with full force and effect.




7.0           Neither
this Loan Agreement nor any other Loan Document nor any provision hereof or
thereof may be modified, amended, changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought.




8.0           This
Loan Agreement may be executed in one or more counterparts each of which shall
be an original but all of which when taken together shall constitute one and the
same instrument.  The failure of any party listed below to execute,
acknowledge or join in this Agreement, or any counterpart hereof, shall not
relieve the other signatories from the obligations hereunder.




9.0           This
Loan Agreement is and shall be deemed to be a contract entered into pursuant to
the laws of the State of New York and shall in all respects be governed,
construed, applied and enforced in accordance with the laws of the State of New
York.




10.0           This
Loan Agreement is binding upon, and shall inure to the benefit of, the parties
hereto and their respective heirs, executors, administrators, legal
representatives, successors and assigns.




11.0           Nothing
in this Loan Agreement or any other Loan Document is intended to or shall be
deemed to create any rights or obligations of partnership, joint venture, or
similar association among the parties hereto.




12.0           If
any term, covenant, provision or condition of this Loan Agreement or any of the
other Loan Documents shall be held to be invalid, illegal or unenforceable in
any respect, this Agreement shall be construed without such term, covenant,
provision or condition.




13.0           This
is the Loan Agreement referred to in, is entitled to the benefits of, and is
subject to the Note, the Security Agreement, and Guaranty, the respective terms
of which are incorporated herein by reference.




14.0           The parties hereto hereby irrevocably
and unconditionally waive any and all rights to trial by jury in any action,
suit or counterclaim arising in connection with, out of or otherwise related to
this Agreement, and every other Loan Document heretofore, now or hereafter
executed and/or delivered in connection therewith, the Loan and all other
obligations of the Borrower or Guarantor related thereto or in any way related
to this transaction or otherwise with respect to the
Premises.













IN WITNESS WHEREOF, the parties have
executed this Agreement as of the day and year first above written.


Borrower
      Name:
                                                              
                                                              AIRBORNE,
      INC.Signature:
                                                              
                                                              /s/
      John H. DowPrint
      Name and Title:
                                                              
                                                              John Dow, PresidentBorrower
      Name:
                                                              
                                                              FIRSTFLIGHT,
      INC.Signature:
                                                              
                                                              /s/
      Ronald J. RicciardiPrint
      Name and Title:
                                                              
                                                              Ronald J. Ricciardi,
    PresidentGuarantor
      Name:
                                                              
                                                              MARGESON
      AND ASSOCIATES, INCSignature:
                                                              
                                                              /s/
      John H. DowPrint
      Name and Title:
                                                              
                                                              John Dow,
  PresidentGuarantor
      Name:
                                                              
                                                              FBO
      AIR WILKES-BARRE, INC.Signature:
                                                              
                                                              /s/
      Ronald J. RicciardiPrint
      Name and Title:
                                                              
                                                              Ronald J. Ricciardi,
      PresidentGuarantor
      Name:
                                                              
                                                              FBO
      AIR-GARDEN CITY, INC.Signature:
                                                              
                                                              /s/
      Ronald J. RicciardiPrint
      Name and Title:
                                                              
                                                              Ronald J. Ricciardi,
      PresidentGuarantor
      Name:
                                                              
                                                              FIRSTFLIGHT
      HELIPORT, LLCSignature:
                                                              
                                                              /s/
      Ronald J. RicciardiPrint
      Name and Title:
                                                              
                                                              Ronald J. Ricciardi,
      President













Guarantor
      Name:
                        
                        FIRSTFLIGHT
      MANAGEMENT, LLCSignature:
                        
                        /s/
      John H. DowPrint
      Name and Title:
                        
                        John
      H. Dow, Manager and MemberGuarantor
      Name:
                        
                        WILLIAM
      WACHTELSignature:
                        
                        /s/
      William WachtelPrint
      Name:
                        
                        William
      WatchelGuarantor
      Name:
                        
                        JOHN
      DOWSignature:
                        
                        /s/
      John H. DowPrint
      Name:
                        
                        John
      H. DowLender
      Name:
                        
                        FIVE
      STAR BANKSignature:Print
      Name and Title:













STATE
      OF NEW YORK
                )COUNTY
      OF __________
                )
                ss.:
 
 On the _____ day of «Closing_Month», in
the year «Closing_Year», before me, the undersigned, a Notary Public in and for
said State, personally appeared «B_Sig_Name», personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he/she executed
the same in his/her capacity, and that by his/her signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.
 
 Notary
      PublicSTATE
      OF NEW YORK
                      )COUNTY
      OF __________
                      )
                      ss.:
 
 On the _____ day of «Closing_Month», in
the year «Closing_Year», before me, the undersigned, a Notary Public in and for
said State, personally appeared _______________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
 
 Notary
      PublicSTATE
      OF NEW YORK
                    )COUNTY
      OF __________
                    )
                    ss.:
  On the
_____ day of «Closing_Month», in the year «Closing_Year», before me, the
undersigned, a Notary Public in and for said State, personally appeared
_______________, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
 
 Notary
      Public








EXHIBIT
“A”





Loans
from Bank to Borrower:




1.           A
loan in the amount of $1,000,000.00 from Bank to Borrower dated March 2,
2009.













EXHIBIT
“B”





Security
Agreement:  The term “Security Agreement” as used in this Loan
Agreement shall mean a certain Security Agreement dated March 2, 2009, securing
any and all indebtedness of Borrower to Lender.




C-1




EXHIBIT
“C”




NONE













EXHIBIT
“D”




NONE