GENERAL
SECURITY AGREEMENT




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For value given by FIVE STAR BANK (“Bank”), a New
York banking corporation with an office and principal place of business located
at 55 North Main Street, Warsaw, New York 14569, and FIRSTFLIGHT, INC., a Nevada
corporation with an address of 100 1st Center,
Horseheads, New York 14845 (“Pledgor” or “Debtor”) hereby agrees as
follows:




1.           The
term “Indebtedness” means any and all monetary obligations of Pledgor to Bank,
whether now existing or hereafter arising, direct or contingent, whether
represented by a note, other instrument, guaranty of the obligations of another
Entity to Bank, other agreement or otherwise, including all extensions and
renewals thereof, together with any obligations for taxes and/or insurance
advanced by Bank on Pledgor’s behalf, and whether from time to time reduced or
fully extinguished and thereafter reincurred.




(Check and complete if the term
“Indebtedness” includes obligations of another Entity to Bank.)




 ̈
            The
      term “Indebtedness” also includes all monetary obligations of Pledger to
      Bank, whether now existing or hereafter arising, direct or contingent,
      whether represented by a note, other instrument, guaranty of the
      obligations of another Entity to Bank, other agreement or otherwise
      including all extensions and renewals thereof, together with any
      obligations for taxes or insurance advanced by Bank on Company’s behalf,
      and whether from time to time reduced or fully extinguished and thereafter
      reincurred.




The term “Entity” means any person,
partnership, corporation, joint venture, governmental agency or business
association of any kind.




The term “Guarantor” means any Entity,
if any, which guarantees to Bank payment of all or any part of the
Indebtedness.  Unless otherwise defined herein, capitalized terms
shall have the meanings set forth in the New York State Uniform Commercial Code
(“UCC”) as amended from time to time.




2.           To
secure payment of the Indebtedness, and performance of all obligations of
Pledgor and/or Company to Bank, whenever arising, Pledgor hereby grants to Bank
a security interest in the items detailed on the attached Exhibit “A”, together
with all proceeds and products of the following, whether now owned or hereafter
acquired (the “Collateral”).




3.           Pledgor
represents and warrants to Bank as follows:




a.           
The address of its principal place of business is:




101 Hangar Road, Avoca Pennsylvania
18641.





b.           All
Collateral is and shall be located in New York State except as previously
described to Bank in writing by Pledgor.  Pledgor will promptly notify
Bank in writing at any time that any Collateral is located anywhere other than
in New York State or in the locations previously described to Bank in writing by
Pledgor.




c.           Pledgor
is the owner of the Collateral free and clear of any other security interests,
liens or encumbrances (voluntary or involuntary) of any nature or
kind.











d.           Pledgor’s
execution of this Security Agreement has been authorized by all necessary
corporate action and, if required, all necessary shareholders’
action.  Pledgor’s execution of this Security Agreement and
performance of its obligations hereunder does not contravene or violate any
agreement, law or regulation which binds Pledgor, and if Pledgor is a
corporation, its Certificate of Incorporation as amended from time to time or
By-Laws.




e.           No
representation or warranty made by Pledgor, if any, to Bank at any time in any
agreement is untrue or incorrect as of the date this Security Agreement was
executed.  All other information furnished to Bank at any time,
including Pledgor’s and Company’s if any, most recent financial statements is
accurate and complete in all material respects.




f.           All
Pledgor’s Accounts arose from bona fide outright sales of goods or services and
are valid obligations of the Account debtor without offset, defense or
counterclaim. None of Pledgor’s Accounts are or will be subject to any security
interest, lien or assignment except for security interests in favor of
Bank.




g.           All
Pledgor’s Fixtures are located at and/or attached to the real properties
previously described to Bank in writing by Pledgor.




h.           Pledgor
has paid and is current on all tax obligations including but not limited to
income tax, sales tax, and real property tax.




i.           There
are no pending or threatened lawsuits, court actions, proceedings or
arbitrations against Pledgor.




j.           Pledgor
is not in default under the terms or provisions of any other loan arrangement,
loan financing, contractual relationship or agreement.




4. Pledgor
agrees that until the Indebtedness is paid in full, and Pledgor and Company no
longer have any rights to borrow under any Agreement with Bank, Pledgor
will:




a.           Maintain
all records, ledgers sheets, correspondence and documents and other writings
relating to the Collateral at Pledgor’s principal place of
business.  Bank shall at all times have reasonable access to and the
right to inspect and/or audit Pledgor’s books and records, inspect, confirm and
verify the Collateral and do whatever else Bank deems appropriate to protect its
interests in the Collateral.




b.           Upon
demand, provide Bank with a list of the Collateral, with locations and current
values and a list of Accounts, with agings and addresses of the Account
debtors.




c.           Defend
the Collateral against all claims and demands of any Entity claiming any
interest thereon.




d.           Immediately
notify Bank in writing of any change in its name, address or any material damage
to any Collateral.










e.           Keep
the Collateral fully insured at its own expense with insurance companies
acceptable to Bank, against loss by fire, explosion and other causes ordinarily
included within the term “extended coverage” in amounts satisfactory to Bank and
sufficient to prevent Pledgor from becoming a co insurer within the terms of the
insurance policies. Pledgor will also maintain insurance from all other hazards
and risks commonly insured against by companies engaged in a similar business.
The insurance covering the Collateral shall name Bank as an additional insured,
secured party and loss payee, and the insurance company shall agree to give Bank
thirty days prior written notice of any cancellation or reduction in coverage.
Pledgor will provide Bank with Certificates of insurance showing such
designations and agreement concerning notice of cancellation and on demand, the
originals of all insurance policies. Pledgor will promptly provide Certificates
of insurance satisfactory to Bank for all renewals of the policies.




In the event any Collateral is lost or
destroyed, Pledgor will promptly remit, for application to the Indebtedness
(whether or not the Indebtedness has been accelerated, demanded or is otherwise
then due) all insurance proceeds received by Pledgor in connection with the
damage to or destruction of any Collateral. Bank may prosecute and settle all
insurance claims relating to the Collateral, and may endorse Pledgor’s name on
any insurance checks and drafts whether or not the Indebtedness has been
accelerated, demanded or is otherwise then due. Bank may apply any insurance
proceeds received by it to any part of the Indebtedness as it sees
fit.




f.           Except
for either sales of inventory in the ordinary course of business, or liens
previously disclosed to Pledgor in writing and accepted by Bank, Pledgor will
not sell, assign, pledge or in any way encumber any Collateral whether now owned
or hereafter acquired. Pledgor will not acquire or finance any property subject
to a purchase money security interest.




g.           Comply
with all terms and conditions of any lease covering any premises where any
Collateral is located. Pledgor will comply with all laws, rules and regulations
relating to its business.




h.           Except
as previously described to Bank in writing, Pledgor will not allow any personal
property to become a fixture at any other real property without prior written
notice to Bank, and Bank’s prior written consent. Pledgor will cause all owners,
landlords and mortgagees of any real property at which Fixtures are or may be
located to give their written consent to Bank’s security interest in
Fixtures.




i.           Furnish
to Bank such financial statements as Bank shall from time to time request,
including if requested by Bank annual audited financial statements. Pledgor
shall at all times maintain and keep complete and accurate books and records
maintained in accordance with generally accepted accounting principles
consistently applied.




j.           Keep
the Collateral in good workmanlike condition.




k.           Notify
the Bank of any current or imminent material adverse change or deterioration of
the Pledgor’s financial condition.




l.           Pledgor
will not change its name or organizational structure or place of business or
formation without prior written Bank consent.












5.           Bank
may file financing statements to perfect its security interest in the Collateral
without Pledgor’s signature including financing statements filed to perfect the
Bank’s lien position under revised Article 9 of the Uniform Commercial
Code.  Pledgor will deliver physical possession of all instruments
currently existing to Bank, and upon Pledgor’s receipt, all instruments
hereafter acquired by Pledgor.  Upon demand, Pledgor will deliver
physical possession of all Chattel Paper and Documents to
Bank.  Pledgor will not accept prepayments on any instruments or
Chattel Paper without Bank’s prior written consent.  Pledgor will
execute all documents necessary to cause Bank’s security interest to be noted as
a first lien on all Certificates of Title for vehicles now or hereafter owned by
Pledgor.  All such Certificates of Title will be delivered by Pledgor
to Bank.




6.           Pledgor
will pay promptly when due all taxes and assessments upon the
Collateral.  Pledgor authorizes Bank to and Bank may, at its option,
(but shall not be obligated to) discharge taxes, liens, security interests, or
other encumbrances at any time levied or placed on the Collateral, and may pay
for insurance on the Collateral, and may pay for maintenance and preservation of
the Collateral.  If Pledgor fails to do anything which it undertakes
to do under this Security Agreement, Bank may do the same, but shall not be
obligated to take any action.  Pledgor agrees to reimburse Bank on
demand for any reasonable attorneys fees or other costs of collection or costs
incurred by Bank as described above, pursuant to the foregoing authorization,
together with interest thereon payable at the highest rate allowed by law, and
all sums so paid shall be secured by the security interest created in this
Security Agreement.




7.           Upon
the occurrence of any of the following, Pledgor shall be in default under this
Security Agreement. If the term “Indebtedness” includes monetary obligations of
Company to Bank, then all references to “Pledgor” in the default clauses below
shall be deemed to be followed by the words “and/or Company,” or the appropriate
variation thereof.  References to “Guarantor” shall be deemed to be
followed by the words “if any.”




a.           Pledgor’s
failure to make any payment to Bank on the Indebtedness when due.




b.           Pledgor’s
and/or any Guarantor’s failure to perform any obligation under any agreement or
loan documents entered into at any time by them or any of them in favor of Bank
(“Agreement”).




c.           Pledgor’s
failure (or the failure of any Pledgor, if more than one Pledgor signed this
Note) or of any other person or entity liable to Bank for payment of the
indebtedness evidenced by this Note (“Guarantor”), to perform or comply with any
term or provisions or covenant under any other loan documents executed by
Pledgor or Guarantors in favor of Bank.




d.           Falsity
of any representation or warranty contained in any loan document executed by
Pledgor in favor of the Bank.




e.           Entry
of a judgment and/or filing of a federal tax lien against Pledgor and/or against
any Guarantor.




f.           Commencement
of a bankruptcy proceeding or an assignment for the benefit of creditors by or
against Pledgor and/or by or against any Guarantor.




g.           
The dissolution, merger, consolidation or failure to maintain itself as a
corporation.




h.           If
Pledgor is an individual, death of Pledgor and/or death of any individual
Guarantor.










i.           The
making by Pledgor and/or by any Guarantor of a bulk sale or other disposition of
substantially all of its respective assets.




j.           Insolvency
(in the form of a negative net worth as defined under generally accepted
accounting principles) of Pledgor and/or of any Guarantor.




k.           Bank
receives notice from any Guarantor of the discontinuance of his liability to
Bank.




l.           Discontinuance
of Pledgor’s business and/or of any corporate Guarantor’s business.




m.           Repossession
of or the appointment of a receiver or custodian for any property of Pledgor
and/or of any Guarantor.




n.           The
occurrence of a material adverse change or deterioration in the financial
condition of the Pledgor.




8.           Upon
the occurrence of a default under this Security Agreement all of the
indebtedness shall, at Bank’s sole option, become immediately due and payable
without notice, presentment, demand or protest of any kind, all of which are
hereby waived by Pledgor. Upon the occurrence of a default under this Security
Agreement, Pledgor shall have all the rights and remedies provided herein, and
under the Uniform Commercial Code and under any other laws, including but not
limited to the following:




a.           Bank
shall have all collection rights of a secured party under UCC §9
502.




b.           Bank
may peaceably by its own means, or with judicial assistance enter any premises
where Collateral is located, and take possession of the Collateral or render it
unusable or dispose of the Collateral on such premises. Pledgor agrees that Bank
may use any real property owned, leased or otherwise possessed by Pledgor rent
free, to allow Bank to enforce its rights in Collateral. Pledgor will not resist
or interfere with such action.




c.           Bank
may require Pledgor to assemble all or a part of the Collateral and make it
available to Bank at any place designated in a notice sent to
Pledgor.




d.           Pledgor
hereby agrees that any requirement of the Uniform Commercial Code for reasonable
notice shall be met if notice is given at least ten (10) days (i) prior to
public sale or disposition or (ii) prior to the date after which private sale or
disposition will be made. No notification shall be required to be sent to
Pledgor with regards to Bank’s disposition of Collateral which is perishable, or
which threatens to decline speedily in value or for which notice of disposition
is not otherwise required under the Uniform Commercial Code. Bank may bid any
amount it wishes or become a purchaser at any public sale. Pledgor shall remain
liable for any deficiency.




e.           Bank’s
reasonable attorneys’ fees and legal expenses in exercising any of its rights
and remedies upon default shall become part of Bank’s reasonable expenses of
retaking, holding, preparing for sale and the like.




f.           Pledgor
shall make available to Bank such employees or agents as are necessary to assist
Bank in enforcing its rights in the Collateral.




g.           With
regards to Accounts, Bank shall have the following additional
rights:












i.
            To
      enforce, settle, or compromise payment of any
  Account;




ii.
            To
      release in whole or in part, any amounts owing on
  Accounts;




iii.
            To
      prosecute any action or proceeding with respect to Accounts in Bank’s name
      or in the name of Pledgor;




iv.
            To
      extend the time of payment of any or all
  Accounts;




v.
            To
      make allowances and adjustments with respect to
  Accounts;




vi.
            To
      issue credit in Pledgor’s or Bank’s
name;




vii.
            To
      sell, assign and deliver the Accounts and any returned, reclaimed or
      repossessed merchandise or other property held by Bank or by Pledgor for
      Bank’s account, at public or private sale, for cash, upon credit or
      otherwise, at Bank’s sole option and
discretion;




viii.
            To
      remove from any place any and all documents, instruments, files and
      records relating to the Accounts, and to permit Bank’s use of, without
      cost or expense, such of Pledgor’s personnel, supplies and space at the
      premises as may be reasonably necessary to properly administer and control
      the Accounts, or the handling of collection
  thereon;




ix.
            To
      receive, open and dispose of all mail addressed to Pledgor and to notify
      postal authorities to change the address of delivery thereof to such
      address as Bank may designate; and,




x.
            To
      notify debtors to make payment directly to
Bank.




h.           To
endorse and cash checks in its own name or in Pledgor’s name, pursuant to an
irrevocable power of attorney which it hereby grants to Bank.




i.           With
regard to the instruments and Chattel Paper, Bank shall have the following
additional rights:




i.
            To
      direct makers, endorsers or guarantors to make payments directly to
      Bank;




ii.
            To
      sue the makers, endorsers and guarantors in Bank’s name or Pledgor’s
      name;




iii.
            To
      discount any of the instruments and Chattel Paper;
  and,




iv.
            To
      compromise amounts due under the instruments and Chattel
      Paper.












j.           As
security for the Note, and any renewal or extension thereof, and for all other
obligations, direct or contingent, of Pledgor to Bank, now due or to become due
whether now existing or hereafter arising, (the Note and such other obligations
being herein referred to as the “Obligations”), Pledgor gives Bank a security
interest in all funds, deposits and other property, and the proceeds thereof,
now or hereafter in the possession or control of Bank for the account of Pledgor
(the “Deposits”).  Bank may at its option and at any time(s), with or
without notice to Pledgor, set off or realize upon any and all Deposits, and
apply them to the payment or reduction of all or any of the Obligations (whether
or not then due), in such manner as Bank may determine, in its sole
discretion.  Bank shall not be obligated to assert or enforce any
rights under this paragraph or to take any action in reference thereto, and Bank
may in its discretion at any time(s) relinquish its rights under this paragraph
as to a particular Deposit without thereby affecting or invalidating its rights
as to any other Deposit.  The Bank’s right of setoff applies to all
accounts and deposits held at the Bank and any  other bank owned by
Financial Institutions Inc.




9.           No
remedy conferred herein, by law, under this Security Agreement, or any other
agreement, or otherwise is intended to be an exclusive remedy. All Bank’s
remedies are cumulative. Failure by Bank to exercise any right, remedy or option
under this Security Agreement or under any other agreement, or delay by Bank in
exercising the same, shall not operate as a waiver thereof. No waiver by Bank
will be effective unless it is confirmed in writing and then only to the extent
specifically stated. To the extent that the indebtedness is now or hereafter
secured by property other than the Collateral or by the guarantee, endorsement
or property of any other Entity, Bank shall have the right in its sole
discretion, to determine which rights, securities, liens, security interests or
remedies Bank shall at any time pursue, relinquish, subordinate or modify, or
take any action with respect thereto without in any way modifying or affecting
any of Bank’s rights hereunder.




10.           Pledgor
shall pay all Bank’s reasonable attorneys’ fees incurred and to be incurred in
enforcing and collecting the Indebtedness and in enforcing Bank’s rights in
Collateral (including but not limited to any proceedings brought under the
Bankruptcy Code).




11.           All
rights of Bank under this Security Agreement shall inure to the benefit of its
successors and assigns, and all obligations of Pledgor shall bind its successors
and assigns, legal representatives, heirs and distributees.




12.           This
Security Agreement is governed by New York law. PLEDGOR WAIVES THE RIGHT TO A
JURY TRIAL IN ANY LITIGATION OF ANY NATURE OR KIND IN WHICH PLEDGOR AND BANK ARE
BOTH PARTIES. Any litigation involving this Security Agreement shall, at Bank’s
option, be triable only in a court located in Wyoming County, New York. Pledgor
waives the right to require Bank to post a bond or undertaking in any action,
including an action commenced under CPLR Article 71. Pledgor acknowledges that
it has transacted business in New York State with regard to this Security
Agreement.




13.           Pledgor’s
execution of this Security Agreement does not modify, terminate or impair Bank’s
rights or Pledgor’s obligations under existing Security Agreements, if any,
previously executed and delivered to Bank by Pledgor. All such Security
Agreements and any financing statements filed in connection with those Security
Agreements remain in full force and effect. All existing UCC 1 financing
statements filed against Pledgor by Bank in any public office, if any, shall
also relate to the security interest created in this Security Agreement, even
though Bank intends to file additional UCC 1 financing statements. The future
execution and delivery by Pledgor of a Security Agreement in favor of Bank shall
not modify, impair or terminate Bank’s rights or Pledgor’s obligations under
this Security Agreement.












14.           This
Security Agreement may not be modified or terminated orally. Wherever used in
this Security Agreement, neutral pronouns shall include the masculine and
feminine gender as appropriate in the context, and singular terms (such as
“Pledgor”) shall be deemed in the plural where appropriate.




Any clause in this document requiring
arbitration is not enforceable when SBA is the holder of the Note secured by
this instrument.




IN WITNESS WHEREOF, Pledgor has
executed and unconditionally delivered this Security Agreement to Bank on March
2, 2009.








Pledgor
      Name:
              
              FIRSTFLIGHT,
      INC.Signature:
              
              /s/
      Ronald J. RicciardiPrint
      Name and Title:
              
              Ronald
      J. Ricciardi, President




Witness:










EXHIBIT
“A”




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General




All equipment of Debtor, whether now
owned or hereafter acquired, wherever located, including, but not limited to all
present and future machinery, furniture, fixtures, manufacturing equipment, farm
machinery and equipment, shop equipment, office and record keeping equipment,
parts and tools, and the goods described in any equipment schedule or list
herewith or hereafter furnished to secured party by Debtor (but no such schedule
or list need be furnished in order for the security interest granted herein to
be valid as to all of Debtor’s equipment) together with all substitutions and
replacements for and products of, any of the foregoing property not constituting
consumer goods, and together with all insurance and/or other proceeds of any
type of the foregoing property and in the case of all tangible collateral,
together with all accessions and, except in the case of consumer goods, together
with (i) all accessories, attachments, parts, equipment, and repairs now or
hereafter attached or affixed to, or used in connection with, any such goods,
and (ii) all warehouse receipts, bills of lading and other documents of title
now or hereafter covering such goods, and all now and hereafter existing books
and records (in whatever form maintained) relating to the
foregoing.




All accounts receivable, contract
rights, and each and every right of the Debtor to the payment of money, whether
such right to payment now exists or hereafter arises, whether such right to
payment arises out of a sale, lease, or other disposition of goods or other
property by Debtor, out of a rendering of services by Debtor, out of a loan by
Debtor, out of the overpayment of taxes or other liabilities of the Debtor, or
otherwise arises under any contract or agreement, whether such right to payment
is or is not already earned by performance, and howsoever such right to payment
may be evidenced, together with all other rights and interests (including all
liens and security interests) which Debtor may at any time have by law or
agreement against any account Debtor or other obligor obligated to make any such
payment or against any of the property of such Debtor or other obligor; all,
including, but not limited to all present and future debt instruments, chattel
paper, including all electronic chattel paper, accounts, loans, and obligations
receivable and tax refunds, together with the proceeds of any and all of the
foregoing property, and all now and hereafter existing books and records (in
whatever form maintained) relating to the foregoing.




All inventory in all of its forms,
wherever located, now or hereafter existing (including, but not limited to, (i)
all raw materials and work in process, finished goods, and materials used or
consumed in the manufacture or production of inventory, (ii) goods in which the
Debtor has an interest in mass or a joint or other interest or right of any
kind, and (iii) goods which are returned to or repossessed by the Debtor), and
all accessions thereto, proceeds and products thereof and documents therefore
(any and all such inventory, accessions, products and documents being the
“inventory”), and all books and records (in whatever form maintained) relating
to any of the foregoing described collateral.




All general intangibles of Debtor,
whether now owned or hereafter acquired, including, but not limited to,
applications for patents, copyrights, trademarks, trade secrets, good will,
tradenames, customer lists, permits and franchises, the right to use Debtor’s
name, and tax refunds.





Please
Initial __________