DUTCHESS
      CAPITAL MANAGEMENT, LLC
      

    

    
      	
              50
                Commonwealth Ave, Suite 2, Boston, MA 02116

            	 	
              1110
                Route55, Suite 206, LaGrangeville, NY 12540

            
	
              Phone:
                (617) 301-4700

            	 	
              Phone
                (845) 575-6770

            


    

     

    August
      6,
      2008

    


    Mr.
      Bruce
      Littell

    Logistical
      Support, LLC

    19734
      Dearborn St

    Chatsworth,
      CA 91311 

    


    Re:
       Amendment
      to Transaction Documents

    


    Dear
      Mr.
      Littell:

    


    For
      the
      limited purposes set forth below, this shall operate as approval for the Company
      to extend certain Payments on Advance Amounts due to Dutchess Private Equities
      Fund, LTD (“Dutchess”) for Orders as outlined in the Purchase Order Financing
      Agreement dated August 24, 2007 and any amendments made thereto (the “PO”)
      between Dutchess, on the one hand, and Logistical Support, LLC and all of its
      subsidiaries and its parent, Logistical Support, Inc. (“LGSL” or the “Company”),
      on the other hand. The Transaction Documents remain in full force and effect,
      with the exception of the following: the second amendment to the PO dated August
      6th,
      2008
      shall take effect; and, 2) the Company shall be permitted an extension on the
      Repayment of Orders for an additional forty-five (45) days from the
      PO.

    


    Regards,

    


    Douglas
      Leighton

    Director

    Dutchess
      Private Equities Fund, Ltd.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECOND
      AMENDMENT

    


    This
      SECOND Amendment (“Amendment”), to the Purchase Order Financing Agreement dated
      August 27, 2007 (the "PO") between Dutchess Private Equities Fund, Ltd
      ("Dutchess") and Logistical Support, LLC (the "Company"), is made this 6th
      day
      of August 2008.

    


    WHEREAS,
      it is
      in the best interest of both parties to facilitate (the "Facilitation") the
      amendments in connection with the Previous Agreements.

    


    NOW,
      THEREFORE,
      for
      good and valuable consideration the receipt and sufficiency of is hereby
      acknowledged, and the premises and mutual covenants and agreements set forth
      herein and in reliance upon the representations and warranties contained herein,
      the parties hereto covenant and agree as follows: 

    


    


    
      	1.	
              Amendment
                to the PO.
                The PO is hereby amended to update Exhibit
                B:

            


    

    


    EXHIBIT
      B

    


    List
      of
      Contracts for Order:

     

    All
      current contracts owned by the Company or future contracts received by the
      Company, with the sole exception of:

     

    
      	
              2.

            	
              Amendment
                to the PO.
                The PO is hereby amended to update Exhibit
                C:

            


    

    


    EXHIBIT
      C

    


    ASSIGNMENT
      OF ORDERS

    


    AS
      OF
August
      4, 2008

    FOR
      LOGISTICAL SUPPORT, INC (“COMPANY”) and

    Dutchess
      Private Equities Fund, Ltd. (“HOLDER”)

    


    FOR
      VALUE
      RECEIVED, Company unconditionally and irrevocably sells, bargains, transfers
      and
      assigns to Holder, with full recourse in Holder, as of the date shown above,
      all
      of Company’s right, title and interest in and to the Raw Materials Orders
      enumerated in Exhibit “B” attached hereto (hereinafter “Collateral Orders”),
      together with any security or guarantees associated with those Collateral
      Orders, including the proceeds of credit insurance due and payable in connection
      with the Collateral Orders.



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Holder
      shall have the rights to the Collateral Orders set forth in that certain Project
      Order Financing Agreement dated August
      24, 2007
      and to
      which Company and Holder are Parties including, but not limited to, (i) in
      Holder’s own name and for Holder’s own benefit, to make and effect collections
      from the Account Debtors of the Collateral Orders; and, (ii) to receive, take
      possession of, endorse and deposit in Holder’s own bank account(s) any and all
      payments, commercial paper, notes or acceptances or other things of value
      received in payment of the Collateral Orders.

    


    By
      signing below, Holder accepts the assignment of the Orders set out in the
      attached Exhibit “B”.

    


    The
      terms
“Account Debtors”, “Orders”, “Parties” and “Collateral Orders” shall have the
      same meaning as defined in Section 1 of this Amendment and entered into by
      the
      Parties.

    


    3. No
      other
      terms, rights or provisions of the Transaction Documents are or should be
      considered to have been modified by the terms of this Amendment and each party
      retains all other rights, obligations, privileges and duties contained in the
      Transaction Documents. 

    


    4. Any
      reference made in the Transaction Documents to Exhibit B or Exhibit C, shall,
      as
      of the date of this Amendment, have the meanings specified herein.

     

    Agreed
      and Accepted, and duly authorized to sign, on this 6th day of August, 2008.
      

     

    
      	
              By Dutchess:

            	
               

            	 
	 	
              Douglas
                H. Leighton, Director

            	 


    

     

    
      	
              By Company:

            	
               

            	 
	 	
              Bruce
                Littell, CEO

            	 


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
       

      EXHIBIT
        B
        - COLLATERAL ORDERS (UPDATED ON 8-5-08)

      

        
          	
                  LS
                    JOB NUMBER/ITEM DESCRIPTION

                	 	
                  CONTRACT
                    NUMBER

                
	
                   

                	 	
                   

                
	
                  007
                    GEARBOX

                	 	
                  SP048002C1045

                
	
                   

                	 	
                   

                
	
                  039
                    INPUT ASSY

                	 	
                  W58RGZ05D0133/0001

                
	
                   

                	 	
                   

                
	
                  042
                    COLLAR

                	 	
                  FA820305C0055

                
	
                   

                	 	
                   

                
	
                  049
                    COLLAR

                	 	
                  FA820305M0290

                
	
                   

                	 	
                   

                
	
                  071
                    ABSORBER

                	 	
                  W58RGZ06D0272/0001

                
	
                   

                	 	
                   

                
	
                  095
                    UH60 PUMPS

                	 	
                  W58RGZ04D0301/0003

                
	
                   

                	 	
                   

                
	
                  100
                    GEARBOX

                	 	
                  SPM480-03-D-0327

                
	
                   

                	 	
                   

                
	
                  104
                    SPAR

                	 	
                  SPM4A707D3187/0001

                
	
                   

                	 	
                   

                
	
                  105
                    BOLT ASSY

                	 	
                  FA850907C0016

                
	
                   

                	 	
                   

                
	
                  112
                    COLLAR

                	 	
                  FA820307C0111

                
	
                   

                	 	
                   

                
	
                  113,114,115
                    CARGO RAMP RODS

                	 	
                  SPM47003D1333/0001-0003

                
	
                   

                	 	
                   

                
	
                  116
                    INPUT ASSY

                	 	
                  W58RGZ05D0133/0002

                
	
                   

                	 	
                   

                
	
                  118
                    UH60 DAMPERS

                	 	
                  W58RGZ05D0255/0004

                
	
                   

                	 	
                   

                
	
                  119
                    FITTING

                	 	
                  W58RGZ07P0534

                
	
                   

                	 	
                   

                
	
                  124
                    ROD ASSEMBLY RAMP

                	 	
                  SPM47003D1333/0004

                
	
                   

                	 	
                   

                
	
                  125
                    ROD ASSEMBLY RAMP

                	 	
                  SPM47003D1333/0005

                
	
                   

                	 	
                   

                
	
                  126
                    ROD ASSEMBLY RAMP

                	 	
                  SPM47003D1333/0006

                
	
                   

                	 	
                   

                
	
                  127
                    CYLINDER ACTUATING

                	 	
                  FA820307C0204

                
	
                   

                	 	
                   

                
	
                  128
                    FORK

                	 	
                  FA820307C0191

                
	
                   

                	 	
                   

                
	
                  130
                    CASTING

                	 	
                  SPM4A707C0263

                
	
                   

                	 	
                   

                
	
                  134
                    Module Assy UH-60

                	 	
                  W58RGZ04D0301/0004

                
	
                   

                	 	
                   

                
	
                  138
                    PYLON

                	 	
                  W58RGZ08D0041/0001

                
	
                   

                	 	
                   

                
	
                  140
                    ROD ASSEMBLY RAMP

                	 	
                  SPM47003D1333/0007

                
	
                   

                	 	
                   

                
	
                  142
                    Umbilical Retract Mechanism

                	 	
                  NNK08MA03P

                
	
                   

                	 	
                   

                
	
                  146
                    Rod, Piston, Linear

                	 	
                  FA8203-07-M-0386

                
	
                   

                	 	
                   

                
	
                  147
                    Cylinder, Positioning

                	 	
                  FA8203-08-C-0012

                
	
                   

                	 	
                   

                
	
                  149
                    Landing Gear Fork

                	 	
                  FA8203-08-C-0068

                
	
                   

                	 	
                   

                
	
                  150
                    CH-47 Damper Overhaul

                	 	
                  W58RGZ-08-D-0067/0001

                
	
                   

                	 	
                   

                
	
                  151
                    Parts Kit, Beam

                	 	
                  SPM4A7-08-C-0119

                


        

         

      

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B
      - COLLATERAL ORDERS (UPDATED ON 8-5-08)

    

      
        	
                153
                  Collar, Yoke, Landing

              	 	
                FA8203-08-C-0041

              
	
                 

              	 	
                 

              
	
                154
                  UH60 Damper Overhaul

              	 	
                W58RGZ-05-D-0255/0005

              
	
                 

              	 	
                 

              
	
                159
                  Cylinder Assy

              	 	
                FA8203-08-C-0029

              
	
                 

              	 	
                 

              
	
                162
                  Absorber Assy - Overhaul

              	 	
                W58RGZ-06-D-0272/0002

              
	
                 

              	 	
                 

              
	
                164
                  Detent Assy

              	 	
                SPM4A7-08-C-0380

              
	
                 

              	 	
                 

              
	
                167
                  Rigid Shaft

              	 	
                SPM4A7-08-M-C480

              
	
                 

              	 	
                 

              
	
                171
                  Drag Link, Landing Gear

              	 	
                SPRHA1-08-C-0008

              
	
                 

              	 	
                 

              
	
                172
                  Cylinder Actuating

              	 	
                SPRHA1-08-C-0011

              
	
                 

              	 	
                 

              
	
                173
                  Cylinder Position

              	 	
                SPRHA1-08-C-0016

              
	
                 

              	 	
                 

              
	
                175
                  Retract Assy

              	 	
                SPRHA1-08-C-0017

              


      

    

     

    
      
        
        

      

      
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