EXHIBIT
      2.1




















**STOCK
      PURCHASE AGREEMENT**











dated
      as
      of April 16, 2007











by
      and
      among











Macquarie
      FBO Holdings LLC,


as
      the
      Purchaser,





Mercury
      Air Centers, Inc.





The
      Stockholders set forth on the


Stockholder
      Signature Page attached hereto,


as
      the
      Sellers





and





Allied
      Capital Corporation,


as
      the
      Seller Representative
















**TABLE
      OF CONTENTS**




**Page****Article
                  I. The Closing; Purchase and Sale**
              
              3Section
                  1.1 Purchase and Sale
              
              3Section
                  1.2 Purchase Price
              
              3Section
                  1.3 The Closing
              
              3Section
                  1.4 Payment of Consideration
              
              4Section
                  1.5 Pre-Closing Purchase Price Adjustment - Capital
                  Expenditures
              
              6Section
                  1.6 Pre-Closing Net Working Capital Adjustment
              
              6Section
                  1.7 Post-Closing Net Working Capital Adjustment
              
              7Section
                  1.8 Tax Benefit of Certain Payments
              
              9Section
                  1.9 Seller Representative
              
              9Section
                  1.10 Allied Debt Pay-off
              
              11**Article****II.
                  Representations and Warranties of the Purchaser**
              
              11Section
                  2.1 Organization; Corporate Power and Authorization
              
              11Section
                  2.2 Binding Effect and Noncontravention
              
              11Section
                  2.3 Brokerage
              
              12Section
                  2.4 Financial Ability
              
              12Section
                  2.5 No Litigation
              
              12Section
                  2.6 Investment
              
              12Section
                  2.7 Accuracy on Closing Date
              
              12Section
                  2.8 Acknowledgement by the Purchaser
              
              13**Article****III.
                  Representations and Warranties of the Sellers**
              
              13Section
                  3.1 Organization; Corporate Power and Authorization
              
              13Section
                  3.2 Binding Effect and Noncontravention
              
              13Section
                  3.3 Capital Stock
              
              14Section
                  3.4 Brokerage
              
              14Section
                  3.5 No Litigation
              
              14Section
                  3.6 Accuracy on Closing Date
              
              14**Article****IV.
                  Representations and Warranties of the Company**
              
              15Section
                  4.1 Organization; Qualification and Corporate Power
              
              15Section
                  4.2 Approvals and Consents
              
              15Section
                  4.3 Capitalization; Subsidiaries; Corporate Records
              
              16Section
                  4.4 Financial Statements
              
              17Section
                  4.5 Events Subsequent to the Latest Balance Sheet
              
              18Section
                  4.6 Title to Assets
              
              20Section
                  4.7 Compliance with Laws; Permits
              
              20Section
                  4.8 Tax Matters
              
              20Section
                  4.9 Environmental Matters
              
              23Section
                  4.10 Intellectual Property
              
              24Section
                  4.11 Real Estate
              
              24Section
                  4.12 Certain Litigation
              
              26Section
                  4.13 Employee Benefits
              
              26Section
                  4.14 Affiliate Transactions
              
              27Section
                  4.15 Insurance
              
              27Section
                  4.16 Employees
              
              28Section
                  4.17 Contracts
              
              29Section
                  4.18 Brokerage
              
              31Section
                  4.19 Bank Accounts
              
              31Section
                  4.20 Accuracy on Closing Date
              
              31Section
                  4.21 No Additional Representations
              
              32**Article****V.
                  Covenants and Other Agreements**
              
              32Section
                  5.1 General; Consents; Airport Estoppels
              
              32Section
                  5.2 Operation of Business
              
              35Section
                  5.3 Access to Records; Assistance
              
              36Section
                  5.4 Notice of Developments
              
              38Section
                  5.5 Public Announcements
              
              39Section
                  5.6 HSR Act
              
              39Section
                  5.7 Transaction Expenses; Transfer Taxes
              
              39Section
                  5.8 Further Assurances
              
              40Section
                  5.9 Record Retention
              
              40Section
                  5.10 Indemnification of Directors and Officers
              
              40Section
                  5.11 Restrictive Covenants
              
              41Section
                  5.12 Distribution of Excluded Assets
              
              41Section
                  5.13 Use of Certain Trade Names and Trademarks
              
              42Section
                  5.14 No Shop
              
              42Section
                  5.15 Securities Laws
              
              42Section
                  5.16 Employee Matters
              
              43Section
                  5.17 Letters of Credit
              
              44Section
                  5.18 Releases
              
              44Section
                  5.19 Tax Matters
              
              45Section
                  5.20 Transition Services
              
              46Section
                  5.21 Amendment or Restatement of Charter
              
              46**Article****VI.
                  Survival and Indemnification**
              
              46Section
                  6.1 Survival of Representations and Warranties
              
              46Section
                  6.2 Indemnification Obligations of the Sellers
              
              46Section
                  6.3 Indemnification Obligations of the Purchaser
              
              47Section
                  6.4 Limitations on Indemnification
              
              48Section
                  6.5 Indemnification Procedures
              
              49Section
                  6.6 Exclusive Remedy
              
              51**Article****VII.
                  Conditions to the Closing**
              
              51Section
                  7.1 Conditions of the Purchaser’s Obligation
              
              51Section
                  7.2 Conditions of the Sellers’ Obligation
              
              54**Article
                  VII****I.
                  Definitions**
              
              55**Article****IX.
                  Miscellaneous**
              
              64Section
                  9.1 Termination
              
              64Section
                  9.2 Entire Agreement
              
              65Section
                  9.3 Specific Performance
              
              65Section
                  9.4 Confidentiality
              
              65Section
                  9.5 Amendment; Waiver
              
              65Section
                  9.6 Successors and Assigns
              
              66Section
                  9.7 Governing Law
              
              66Section
                  9.8 Notices
              
              66Section
                  9.9 Schedules and Exhibits
              
              67Section
                  9.10 Counterparts
              
              68Section
                  9.11 Time is of the Essence
              
              68Section
                  9.12 No Third-Party Beneficiaries
              
              68Section
                  9.13 Headings
              
              68








**LIST
      OF EXHIBITS**





Exhibit
                A -
            
            Escrow
                Agreement


Exhibit
                B*-*
            
            Financial
                Statements


Exhibit
                C -
            
            Airport
                Estoppel Letter


Exhibit
                D -
            
            Confidentiality
                Agreement


Exhibit
                E -
            
            License
                Agreement


Exhibit
                F -
            
            Company
                Legal Opinion


Exhibit
                G -
            
            Net
                Working Capital


Exhibit
                H
            
            Stock
                Exchange Terms and Conditions


Exhibit
                I
            
            Option
                Agreement




**LIST
      OF DISCLOSURE SCHEDULES**





Indebtedness
      Schedule


Transaction
      Expenses Schedule


FBO
      Capital Expenditure Schedule


Capital
      Stock Schedule


Conflicts
      Schedule


Consents
      Schedule


Capitalization
      Schedule


Subsidiaries
      Schedule


Financial
      Statements Schedule


Excluded
      Assets Schedule


Developments
      Schedule


Title
      to
      Assets Schedule


Motor
      Vehicles Schedule


Compliance
      Schedule


Taxes
      Schedule


Environmental
      Matters Schedule


Intellectual
      Property Schedule


Real
      Estate Schedule


Litigation
      Schedule


Employee
      Benefits Schedule


Affiliate
      Transactions Schedule


Insurance
      Schedule


Employee
      Schedule


Contracts
      Schedule


Bank
      Accounts Schedule


Airport
      Estoppel Schedule


Seller
      Elimination Schedule


Interim
      Operations Schedule


D&O
      Indemnification Schedule


Letter
      of
      Credit Schedule


Material
      Adverse Effect Schedule








**STOCK
      PURCHASE AGREEMENT**





**THIS
      STOCK PURCHASE AGREEMENT** (this
“Agreement”) is made as of April 16, 2007 (the “Execution Date”), by and among
      Macquarie FBO Holdings LLC, a Delaware limited liability company (the
“Purchaser”), Mercury Air Centers, Inc., a Delaware corporation (the “Company”),
      the stockholders of the Company listed on the stockholder signature page
      attached hereto (each a “Seller” and collectively, the “Sellers”), and Allied
      Capital Corporation, a Maryland corporation, as the Seller Representative (as
      defined below). The Purchaser, the Sellers and the Company are sometimes
      referred to collectively herein as the “Parties.” Certain capitalized terms
      which are used herein are defined in Article VIII below.




WHEREAS,
      as of the date hereof, Allied Capital Corporation, Directional Aviation Group,
      LLC and David Moore (collectively, the “Initial Closing Sellers”) own 61,039.33
      shares of Common Stock of the Company, $0.01 par value per share, and Allied
      Capital Corporation owns one share of Series A Non-Voting Common Stock of the
      Company, $0.01 par value per share (together, the “Initial Closing
      Shares”);




WHEREAS,
      as of the date hereof, Kenneth C. Ricci owns 7,745.36 shares of Common Stock
      of
      the Company, $0.01 par value per share (the “Ricci Shares”);




WHEREAS,
      the Initial Closing Shares and the Ricci Shares represent 100% of the issued
      and
      outstanding capital stock of the Company as of the date hereof;




WHEREAS,
      immediately prior to the Closing, Kenneth C. Ricci will exchange the Ricci
      Shares for 7,745.36 shares of preferred stock of the Company (the “Option
      Shares”) pursuant to Section
      7.1(j) hereof;




WHEREAS,
      the Initial Closing Sellers and the Purchaser desire to enter into this
      Agreement pursuant to which the Initial Closing Sellers agree to sell to the
      Purchaser and the Purchaser agrees to purchase from the Initial Closing Sellers
      all of the Initial Closing Shares on the Closing Date;




WHEREAS,
      Kenneth C. Ricci and the Purchaser desire to enter into this Agreement pursuant
      to which Kenneth C. Ricci agrees to sell to the Purchaser and the Purchaser
      agrees to purchase from Kenneth C. Ricci, the Option (defined below) on the
      Closing Date; and




WHEREAS,
      Macquarie Infrastructure Company LLC, as a material beneficiary of the
      transactions contemplated by this Agreement, and as a material inducement to
      the
      Company’s and each Seller’s willingness to enter into this Agreement, is
      entering in a guaranty agreement on even date herewith to guarantee the
      Purchaser’s obligations hereunder.




NOW,
      THEREFORE, in consideration of the premises and the mutual promises made herein,
      and in consideration of the representations, warranties and covenants herein
      contained, the Parties hereby agree as follows:




2


**ARTICLE
      I.**


**THE
      CLOSING; PURCHASE AND SALE**




**Section
      1.1**  **Purchase
      and Sale**




At
      the
      Closing, subject to the terms and conditions set forth in Section
      7.1 and Section
      7.2 below,
      as applicable: (a) the Purchaser shall purchase from the Initial Closing
      Sellers, and the Initial Closing Sellers shall sell, convey, assign, transfer,
      and deliver to the Purchaser, all of the Initial Closing Shares free and clear
      of all liens; and (b) the Purchaser shall purchase from Kenneth C. Ricci, and
      Kenneth C. Ricci shall sell, convey, assign, transfer, and deliver to the
      Purchaser, the Option.




**Section
      1.2**  **Purchase
      Price**




(a)  The
      purchase price for the Initial Closing Shares (the “Initial Closing Shares
      Purchase Price”) shall be: $6,200.41756 per share, *less* an
      amount per share equal to the quotient of (i) the aggregate dollar amount that
      would be required to pay in full, as of the Closing Date, the outstanding
      principal and all accrued and unpaid interest, fees, prepayment premiums and
      penalties, if any, of the Indebtedness described in items 1 and 2 on the Indebtedness
      Schedule  *divided
      by* (ii)
      68,785.69. The Initial Closing Shares Purchase Price will be paid by the
      Purchaser as described in Section
      1.4 below.
      The Initial Closing Shares Purchase Price may be adjusted prior to the Closing
      pursuant to Section
      1.5 , Section
      1.6 and Section
      1.8 below.
      The Initial Closing Shares Purchase Price may be adjusted after the Closing
      pursuant to Section
      1.7 below.




(b)  The
      purchase price for the Option shall be as set forth in the Option Agreement
      (defined below) (the “Option Purchase Price”).




(c)  The
      exercise price for the Option Shares shall be as set forth in the Option
      Agreement (the “Option Shares Exercise Price”). The Initial Closing Shares
      Purchase Price, the Option Purchase Price and the Option Shares Exercise Price
      shall be referred to collectively hereinafter as the “Purchase
      Price.”




**Section
      1.3**  **The
      Closing**




The
      closing of the purchase and sale of the Initial Closing Shares and the Option
      (together, the “Sale”), and the transactions relating thereto (collectively, the
“Closing”), shall take place at the offices of DLA Piper US LLP, 1200 Nineteenth
      Street, NW, Washington, D.C. 20036-2412 (or at such other location as the
      Parties may agree), commencing at 10:00 a.m. local time on the second Business
      Day following the satisfaction or waiver of all conditions to the obligations
      of
      the Parties to consummate the transactions contemplated hereby (other than
      conditions with respect to actions the respective Parties shall take at the
      Closing itself), unless such date is within the fourteen-day period preceding
      the end of any calendar quarter, in which case the Closing will take place
      on
      the first Business Day immediately after the end of such calendar quarter,
      or at
      such other time and place as Purchaser and Seller Representative agree. The
      date
      and time of the Closing are referred to as the “Closing Date.” The Closing will
      be effective as of 12:01 a.m., New York time on the Closing Date.




3




**Section
      1.4**  **Payment
      of** **Consideration**




(a)  At
      the
      Closing, subject to the satisfaction or waiver of each of the conditions
      specified in Section
      7.1 and Section
      7.2 below:




(i)  The
      Purchaser shall deliver $174.45489 for each of the Initial Closing Shares (the
      “Initial Closing Shares Escrow Fund”) to the Escrow Agent on the Closing Date
      for deposit into an escrow account as security for any liability of the Initial
      Closing Sellers pursuant to: (A) the purchase price adjustment in Section
      1.7 below;
      or (B) the indemnity obligations set forth in Section
      5.19 or Section
      6.2 of this
      Agreement. The Initial Closing Shares Escrow Fund shall be held by the Escrow
      Agent pursuant to the terms and conditions of the Escrow Agreement attached
      as Exhibit
      A hereto.




(ii)  The
      Purchaser shall pay, or cause to be paid, on behalf of the Sellers, the Company
      and its Subsidiaries, certain costs, fees and expenses owed to third parties
      relating to the transactions contemplated by this Agreement, which are the
      responsibility of the Sellers, the Company and its Subsidiaries, by wire
      transfer of immediately available funds as directed by such third parties at
      or
      prior to the Closing, as described on the Transaction
      Expenses Schedule and the
      Company shall deliver to the Purchaser all appropriate payoff letters with
      releases from such third parties.




(iii)  The
      Purchaser shall pay to the Initial Closing Sellers on a pro rata basis based
      upon each Seller’s ownership of the Initial Closing Shares immediately prior to
      the Closing, by wire transfer of immediately available funds to the bank and
      account specified by the Seller Representative at or prior to the
      Closing:




(A)  the
      Initial Closing Shares Purchase Price,




(B)  *less* the
      amount of the payment per share described in Section
      1.4(a)(i) above
      for each of the Initial Closing Shares,




(C)  *less* an
      amount per share for each of the Initial Closing Shares equal to the quotient
      of
      (I) the amount of the payment described in Section
      1.4 (a)(ii) above *divided
      by* (II)
      68,785.69,




(D)  *plus* the
      amount of any adjustments in favor of the Initial Closing Sellers pursuant
      to Section
      1.5 ,




(E)  *less* the
      amount of any adjustment in favor of the Purchaser pursuant to Section
      1.6(e) ,




(F)  *plus* the
      amount of any adjustments in favor of the Initial Closing Sellers pursuant
      to Section
      1.8 ,
      and




(G)  *plus* an
      amount per share for each of the Initial Closing Shares equal to the quotient
      of
      (I) the Company’s Cash on Hand *divided
      by* (II)
      68,785.69.




(iv)  The
      Purchaser shall pay the amount of any adjustment in favor of the Sellers
      pursuant to Section
      1.6(d) to the
      Seller Representative to be distributed in accordance with Section
      1.7(e) .




4




(v)  The
      Initial Closing Sellers shall deliver to the Purchaser all of the stock
      certificates representing the Initial Closing Shares, endorsed in blank or
      accompanied by duly executed assignment documents, free and clear of security
      interests, liens, options, warrants, purchase rights, contracts, commitments,
      restrictions, equities, claims and demands.




(vi)  The
      Purchaser or the Escrow Agent shall be entitled to deduct and withhold from
      the
      consideration otherwise payable pursuant to this Agreement to any holder of
      the
      Initial Closing Shares such amounts as the Purchaser or the Escrow Agent are
      required to deduct and withhold under the Code, or any provision of state,
      local, provincial or foreign Tax Law, or pursuant to other applicable judgments,
      decrees, injunctions or orders, with respect to the making of such payment.
      To
      the extent that amounts are so withheld by the Purchaser or the Escrow Agent,
      such withheld amounts shall be treated for all purposes of this Agreement as
      having been paid to the holder of the Initial Closing Shares in respect of
      whom
      such deduction and withholding was made by the Purchaser or the Escrow
      Agent.




(b)  At
      the
      Closing, the Purchaser or its Affiliate shall pay the Option Purchase Price
      to
      Kenneth C. Ricci upon the execution of the Option Agreement by all parties,
      by
      wire transfer of immediately available funds to the bank and account specified
      by Kenneth C. Ricci at or prior to the Closing.




(c)  At
      the
      closing of the purchase of the Option Shares, if any (the “Subsequent Closing”)
      pursuant to all of the terms and conditions set forth in the Option
      Agreement:




(i)  The
      Purchaser shall deliver $174.45489 for each of the Option Shares (the “Option
      Shares Escrow Fund”) to the Escrow Agent on the date of the Subsequent Closing
      (the “Subsequent Closing Date”) for deposit into the same escrow account
      referenced in Section
      1.4(a)(i) as
      security for any liability of Kenneth C. Ricci pursuant to: (A) the purchase
      price adjustment in Section
      1.7 below;
      or (B) the indemnity obligations set forth in Section
      5.19 or Section
      6.2 of this
      Agreement. The Option Shares Escrow Fund shall be held by the Escrow Agent
      pursuant to the terms and conditions of the Escrow Agreement attached as Exhibit
      A hereto.
      The Initial Closing Shares Escrow Fund and the Option Shares Escrow Fund are
      together referred to hereinafter as the “Escrow Fund.”




(ii)  The
      Purchaser shall pay the Option Shares Exercise Price to Kenneth C. Ricci by
      wire
      transfer of immediately available funds as directed by the Seller Representative
      at or prior to the Subsequent Closing.




(iii)  Kenneth
      C. Ricci shall deliver to the Purchaser all of his rights to the Option
      Shares.




(iv)  The
      Purchaser or the Escrow Agent shall be entitled to deduct and withhold from
      the
      consideration otherwise payable pursuant to the Option Agreement to any holder
      of the Option Shares such amounts as the Purchaser or the Escrow Agent are
      required to deduct and withhold under the Code, or any provision of state,
      local, provincial or foreign Tax Law, or pursuant to other applicable judgments,
      decrees, injunctions or orders, with respect to the making of such payment.
      To
      the extent that amounts are so withheld by the Purchaser or the Escrow Agent,
      such withheld amounts shall be treated for all purposes of this Agreement as
      having been paid to the holder of the Option Shares in respect of whom such
      deduction and withholding was made by the Purchaser or the Escrow
      Agent.




5




**Section
      1.5**  **Pre-Closing
      Purchase Price Adjustment - Capital Expenditures**




The
      Company and its Subsidiaries have incurred from and after January 1, 2007,
      and
      anticipate incurring from and after the date hereof through the Closing, certain
      budgeted capital expenditures relating to the Business as set forth on the
      attached FBO
      Capital Expenditure Schedule .
      To the
      extent that the Company and its Subsidiaries incur and pay such expenditures
      (other than expenditures related to those projects identified on the FBO
      Capital Expenditure Schedule as being
“discretionary projects”) from and after January 1, 2007 but prior to the
      Closing (the “Reimbursable Cap-Ex Amount”) and the documentation set forth in Section
      7.1(g)(iv) is
      provided to the Purchaser prior to Closing to substantiate the Reimbursable
      Cap-Ex Amount, the Initial Closing Shares Purchase Price shall be increased
      pursuant to Section
      1.4(a)(iii) by an
      amount per share equal to the quotient of (a) the Reimbursable Cap-Ex Amount *divided
      by* (b)
      68,785.69.




**Section
      1.6**  **Pre-Closing
      Net Working Capital Adjustment**




(a)  At
      least
      five (5) Business Days prior to the Closing, the Company shall deliver its
      best
      estimate of the balance sheet of the Company and its Subsidiaries as of the
      Closing (the “Estimated Closing Balance Sheet”) and a calculation from the
      Estimated Closing Balance Sheet (the “Estimated Net Working Capital
      Calculation”) of the estimated Net Working Capital (the “Estimated Net Working
      Capital”), determined in accordance with the definition of Net Working Capital
      in Article
      VIII .




(b)  For
      purposes of this Agreement, Target Net Working Capital means negative Five
      Hundred Seventy Thousand Ninety-Four Dollars (-$570,094).




(c)  If
      the
      Estimated Net Working Capital is equal to the Target Net Working Capital, then
      there shall be no adjustment to the Purchase Price under this Section
      1.6 .




(d)  To
      the
      extent that the Estimated Net Working Capital exceeds the Target Net Working
      Capital (the “Estimated Working Capital Surplus”), then the Purchase Price shall
      be increased pursuant to Section
      1.4(a)(iv) by an
      amount per share equal to the quotient of (i) the Estimated Working Capital
      Surplus *divided
      by* (ii)
      68,785.69.




(e)  To
      the
      extent that the Target Net Working Capital exceeds the Estimated Net Working
      Capital (the “Estimated Working Capital Deficiency”), then the Purchase Price
      shall be decreased pursuant to Section
      1.4(a)(iii) by an
      amount per share equal to the quotient of (x) the Estimated Working Capital
      Deficiency *divided
      by* (y)
      68,785.69.




6




**Section
      1.7**  **Post-Closing
      Net Working Capital Adjustment**




Following
      the Closing Date, the Initial Closing Shares Purchase Price shall be adjusted,
      if at all, as set forth below:




(a)  The
      Purchaser shall prepare and deliver to the Seller Representative within
      seventy-five (75) days after the Closing Date an unaudited balance sheet of
      the
      Company and its Subsidiaries as of the close of business on the Closing Date
      (the “Proposed Closing Balance Sheet”) and a calculation from the Proposed
      Closing Balance Sheet (the “Proposed Net Working Capital Calculation”) of Net
      Working Capital (the “Proposed Net Working Capital”), determined in accordance
      with the definition of Net Working Capital in Article
      VIII .




(b)  On
      or
      prior to the 45th day following the Purchaser’s delivery of the Proposed Closing
      Balance Sheet and the Proposed Net Working Capital Calculation, the Seller
      Representative may give the Purchaser a written notice stating in reasonable
      detail the Seller Representative’s objections (an “Objection Notice”) to the
      Proposed Closing Balance Sheet or the Proposed Net Working Capital Calculation.
      Any Objection Notice shall specify in reasonable detail the dollar amount of
      any
      objection and the basis therefor. Any determination set forth on the Proposed
      Closing Balance Sheet or the Proposed Net Working Capital Calculation which
      is
      not specifically objected to in the Objection Notice shall be deemed acceptable
      and shall be final and binding upon the Parties upon delivery of the Objection
      Notice. If the Seller Representative does not give the Purchaser an Objection
      Notice within such 45-day period, then the Proposed Closing Balance Sheet and
      the Proposed Net Working Capital Calculation shall be conclusive and binding
      upon the Parties and the Net Working Capital set forth in the Proposed Net
      Working Capital Calculation will constitute the Net Working Capital for purposes
      of this Section
      1.7 .
      During
      such 45-day period, the Purchaser shall provide the Seller Representative with
      access to the Company’s books and records and its personnel and accountants as
      may be reasonably necessary for the Seller Representative to review the Proposed
      Closing Balance Sheet and the Proposed Net Working Capital
      Calculation.




(c)  Following
      the Purchaser’s receipt of any Objection Notice, the Seller Representative and
      the Purchaser shall attempt to negotiate in good faith to resolve such dispute.
      In the event that the Seller Representative and the Purchaser fail to agree
      on
      any of the Seller Representative’s proposed adjustments set forth in the
      Objection Notice within thirty (30) days after the Purchaser receives the
      Objection Notice, the Seller Representative and the Purchaser agree that a
      mutually acceptable accounting firm of nationally recognized standing (the
      “Independent Auditors”) shall, within the 45-day period immediately following
      such 30-day period, make the final determination of the Net Working Capital
      in
      accordance with the terms of this Agreement. The Purchaser and the Seller
      Representative each shall provide the Independent Auditors with their respective
      determinations of the Net Working Capital. The Independent Auditors shall make
      an independent determination of the Net Working Capital that, assuming
      compliance with the previous clause, shall be final and binding on the Sellers
      and the Purchaser if such independent determination shall be within the range
      proposed by the Purchaser and the Seller Representative in the Proposed Net
      Working Capital Calculation and the Objection Notice. If the Independent
      Auditors’ determination of the Net Working Capital is outside of the range
      proposed by the Purchaser and the Seller Representative in the Proposed Net
      Working Capital Calculation and the Objection Notice, then the Party whose
      calculation of Net Working Capital was closer to that of the Independent
      Auditors shall be final and binding on the Sellers and the Purchaser. The fees,
      costs and expenses of the Independent Auditors shall be paid by the party whose
      calculation of Net Working Capital was different by the greater amount from
      that
      of the Independent Auditors.




7




(d)  The
      term
“Closing Balance Sheet” shall mean the Proposed Closing Balance Sheet delivered
      pursuant to Section
      1.7(a) as
      adjusted, if at all, pursuant to Sections
      1.7(b) and (c) .




(e)  Any
      payment received by the Seller Representative pursuant to Section
      1.4(a)(iv) shall be
      held by the Seller Representative until the Net Working Capital is finally
      determined pursuant to this Section
      1.7 .




(i)  If
      the
      Estimated Net Working Capital equals the Net Working Capital as finally
      determined pursuant to this Section
      1.7 ,
      then
      there shall be no adjustment to the consideration paid at Closing pursuant
      to Section
      1.4 .




(ii)  To
      the
      extent that the Estimated Net Working Capital exceeds the Net Working Capital
      as
      finally determined pursuant to this Section
      1.7 (the
“Final Working Capital Deficiency”), then the Sellers shall be required to pay
      to the Purchaser, within five Business Days after the calculation of Net Working
      Capital becomes binding in accordance with this Section
      1.7 ,
      by wire
      transfer of immediately available funds to the accounts designated in writing
      by
      the Purchaser, an amount per share equal to the quotient of (i) the Final
      Working Capital Deficiency *divided
      by* (ii)
      68,785.69 (provided, that, such payment shall be satisfied first from the
      amount, if any, paid to the Seller Representative pursuant to Section
      1.4(a)(iv) and if
      any amounts remain owing to the Purchaser following payment of such funds,
      then
      from the Escrow Fund (but only up to $29.07582 per share) prior to requiring
      the
      Sellers to make any payment hereunder). Notwithstanding the foregoing, if the
      Purchaser has not purchased the Option Shares pursuant to the Option Agreement
      prior to the determination of the Final Working Capital Deficiency, any amounts
      required to be paid from the Escrow Fund or by the Sellers as provided above
      shall only be paid with respect to the Initial Closing Shares. If the Purchaser
      purchases the Option Shares pursuant to the Option Agreement after the
      determination of the Final Working Capital Deficiency, any amounts required
      to
      be paid from the Escrow Fund or by the Sellers as provided above shall be paid
      with respect to the Option Shares upon the purchase of the Option Shares.




(iii)  To
      the
      extent that the Net Working Capital as finally determined pursuant to this Section
      1.7 exceeds
      the Estimated Net Working Capital (the “Final Working Capital Surplus”), then
      the Purchaser shall pay to the Sellers, within five Business Days after the
      calculation of Net Working Capital becomes binding in accordance with this Section
      1.7 ,
      on a
      pro rata basis based upon each Seller’s ownership of the Initial Closing Shares
      and the Option Shares immediately prior to the Closing Date, by wire transfer
      of
      immediately available funds to the accounts designated in writing by the Seller
      Representative, an amount per share equal to the quotient of (x) the Final
      Working Capital Surplus *divided
      by* (y)
      68,785.69. Notwithstanding the foregoing, if the Purchaser has not purchased
      the
      Option Shares pursuant to the Option Agreement prior to the determination of
      the
      Final Working Capital Surplus, any amounts required to be paid by the Purchaser
      as provided above with respect to the Option Shares shall be paid to the Seller
      Representative, who shall deposit such amounts into an escrow account with
      the
      Escrow Agent for disbursement to Kenneth C. Ricci or the Purchaser as provided
      below. If the Purchaser purchases the Option Shares pursuant to the Option
      Agreement after the determination of the Final Working Capital Surplus but
      on or
      prior to November 12, 2007, then the Seller Representative shall promptly
      disburse the amounts deposited into escrow pursuant to the immediately preceding
      sentence to Kenneth C. Ricci by wire transfer of immediately available funds
      to
      the accounts designated in writing by Kenneth C. Ricci. If the Purchaser has
      not
      purchased the Option Shares pursuant to the Option Agreement on or prior to
      November 12, 2007, then the Seller Representative shall promptly disburse the
      amounts deposited into escrow as provided above to the Purchaser by wire
      transfer of immediately available funds to the accounts designated in writing
      by
      the Purchaser.




8




(iv)  The
      amount, if any, retained by the Seller Representative as a result of any payment
      pursuant to Section
      1.4(a)(iv) following the payments required pursuant to Section
      1.7(e)(iii) shall be
      distributed by the Seller Representative to the Sellers in the same manner
      as
      described in Section
      1.7(e)(iii) .




**Section
      1.8**  **Tax
      Benefit of Certain Payments**




All
      payments of the type and nature described in Section
      1.4(a)(ii) above,
      any bonus, compensation or similar payments actually made to, or received by,
      employees of the Company and its Subsidiaries on or prior to the Closing
      relating directly or indirectly to the consummation of the Closing, and any
      other transaction-related costs, expenses and fees actually incurred by the
      Sellers, the Company and its Subsidiaries (collectively, “Transaction Expenses”)
      and paid on or prior to the Closing will be deemed to be paid, for all
      accounting and Tax reporting purposes, immediately prior to the consummation
      of
      the Closing. To the
      extent that the Transaction Expenses are entitled to be deducted by the Company
      under applicable Tax laws (the “Company Deductible Transaction Expenses”), then
      the
      Initial Closing Shares Purchase Price shall be increased pursuant to Section
      1.4(a)(iii) by an
      amount per share equal to the quotient of (a) twenty
      percent (20%) of the Company Deductible Transaction Expenses, up to a maximum
      of
      Seven Million Dollars ($7,000,000) in the aggregate, *divided
      by* (b)
      68,785.69.




**Section
      1.9**  **Seller
      Representative**




(a)  Allied
      Capital Corporation is hereby appointed by each Seller (and their successors
      and
      assigns) as agent and attorney-in-fact (the “Seller Representative ” )
      for
      each Seller, for and on behalf of such Sellers, (i) to enter into and perform
      the Escrow Agreement, to authorize delivery of cash from the Escrow Fund in
      satisfaction of claims pursuant to this Agreement, to object to such deliveries,
      to agree to, negotiate, enter into settlements and compromises of, and demand
      arbitration and comply with orders of courts and awards of arbitrators with
      respect to such claims, and to take all actions necessary or appropriate in
      the
      reasonable judgment of the Seller Representative for the accomplishment of
      the
      foregoing, (ii) to take any other action expressly delegated to the Seller
      Representative under the other terms of this Agreement and (iii) to execute
      any
      amendment, waiver or consent of this Agreement or the Escrow
      Agreement. Any
      notice to any Seller required or permitted under this Agreement may be satisfied
      by notice to the Seller Representative.




(b)  The
      Seller Representative shall not be liable for any act done or omitted hereunder
      as the Seller Representative while acting in good faith and in the exercise
      of
      reasonable judgment. Sellers shall severally indemnify the Seller Representative
      and hold the Seller Representative harmless against any loss, liability or
      expense incurred without negligence, bad faith or willful misconduct on the
      part
      of the Seller Representative and arising out of or in connection with the
      acceptance or administration of the Seller Representative’s duties hereunder,
      including the reasonable fees and expenses of any legal counsel retained by
      the
      Seller Representative. Any party dealing with the Seller Representative is
      entitled to rely on the actions taken by, and consents and approvals given
      by,
      the Seller Representative. A Party shall be entitled to rely on the Seller
      Representative’s actions, consents and approvals notwithstanding any knowledge
      of the relying Person. No Person shall have any liability for relying on the
      Seller Representative in the foregoing manner.




9




(c)  Concurrent
      with the execution hereof, each of the Initial Closing Sellers has delivered
      to
      the Seller Representative certificates representing such Seller’s Initial
      Closing Shares, except as provided below, along with stock powers executed
      in
      blank, and hereby authorizes the Seller Representative to transfer such shares
      to Purchaser at the Closing subject to the satisfaction of all of Sellers’
conditions to Closing. Each of the Initial Closing Sellers hereby authorizes
      the
      Seller Representative to deliver such certificates to Purchaser in connection
      with the Closing of the transactions contemplated by this Agreement in exchange
      for the contemporaneous payment of the portion of the Initial Closing Shares
      Purchase Price to which such Seller is entitled pursuant to the terms hereof.
      3,013.88 of the Initial Closing Shares owned by Directional Aviation Group,
      LLC
      (the “Escrowed DAG Shares”) are currently being held by US Bank, NA, successor
      to Wachovia Bank, N.A. pursuant to the Escrowed Shares Escrow Agreement (the
“US
      Bank Escrow Agreement”) among Wachovia Bank, N.A., Allied Capital Corporation,
      Directional Aviation Group, LLC and Bluechip Investment Company dated March
      17,
      2005, as amended on January 27, 2006 to, among other things, add Corporate
      Wings-CGF, LLC and Corporate Wings-Cleveland, LLC as parties thereto. Because
      the Escrowed DAG Shares are being held in escrow to secure certain indemnity
      obligations in favor of the Company and its Subsidiaries until July 27, 2007,
      these shares will not be delivered to the Seller Representative concurrent
      with
      the execution hereof. In the event that the Closing has not taken place prior
      to
      the release of the Escrowed DAG Shares from escrow and this Agreement has not
      been terminated pursuant to Section
      9.1 ,
      Directional Aviation Group, LLC hereby authorizes the Seller Representative
      to
      instruct the escrow agent under the US Bank Escrow Agreement to deliver the
      Escrowed DAG Shares to the Seller Representative to be held in accordance with
      this Section
      1.9 .
      In the
      event that the Closing occurs prior to the release of the Escrowed DAG Shares
      from escrow, Directional Aviation Group, LLC hereby authorizes the Seller
      Representative to instruct the escrow agent under the US Bank Escrow Agreement
      to deliver the Escrowed DAG Shares to the Purchaser. If this Agreement is
      terminated pursuant to Section
      9.1 ,
      then
      the Seller Representative will be required to return to the respective Initial
      Closing Sellers any stock certificates and stock powers delivered to the Seller
      Representative hereunder by such Initial Closing Sellers.




(d)  If
      the
      Seller Representative receives a payment from the Purchaser pursuant to Section
      1.4(a)(iv) ,
      the
      amount of any such payment shall be deposited into an escrow account separate
      from the Escrow Fund with the Escrow Agent. The Escrow Agent shall hold, invest
      and disburse the funds in accordance with the terms and conditions of an escrow
      agreement between the Seller Representative and the Escrow Agent. The escrow
      agreement will permit the Seller Representative to instruct the Escrow Agent
      to
      disburse the escrow deposit and any investment income earned thereon to the
      Sellers and/or the Purchaser in a manner that will satisfy the Seller
      Representative’s obligations under Section
      1.7(e) hereof.
      Any fees and expenses of the Escrow Agent shall be paid from the funds deposited
      with the Escrow Agent.




10




**Section
      1.10**  **Allied
      Debt Pay-off**




The
      Company hereby acknowledges and agrees that the consummation of the transactions
      contemplated herein constitutes a “change of control” under the Indebtedness
      described in item 2 on the Indebtedness
      Schedule .
      Upon
      consummation of the Closing and the change of control, Allied Capital
      Corporation hereby demands full repayment by the Company of the outstanding
      principal and all accrued and unpaid interest, fees, prepayment premiums and
      penalties, if any, of the Indebtedness described in item 2 on the Indebtedness
      Schedule .




**ARTICLE
      II.**


**REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER**





As
      a
      material inducement to the Sellers to enter into this Agreement and to sell
      the
      Initial Closing Shares, the Option and the Option Shares, the Purchaser hereby
      represents and warrants that:




**Section
      2.1**  **Organization;
      Corporate Power and Authorization**




The
      Purchaser is a limited liability company validly existing and in good standing
      under the laws of the state of its formation. The Purchaser has the requisite
      limited liability company power and authority and all material licenses, permits
      and authorizations necessary to enter into, deliver and carry out its
      obligations pursuant to each of the Transaction Documents to which it is a
      party. The Purchaser’s execution, delivery and performance of each Transaction
      Document to which it is a party has been duly authorized by the
      Purchaser.




**Section
      2.2**  **Binding
      Effect and Noncontravention**




(a)  Each
      Transaction Document to which the Purchaser is a party constitutes a valid
      and
      binding obligation of the Purchaser which is enforceable against the Purchaser
      in accordance with its terms, except as such enforceability may be limited
      by:
      (i) applicable insolvency, bankruptcy, reorganization, moratorium or other
      similar laws affecting creditors’ rights generally; and (ii) applicable
      equitable principles (whether considered in a proceeding at law or in
      equity).




(b)  The
      execution, delivery and performance by the Purchaser of the Transaction
      Documents to which the Purchaser is a party do not and shall not, and the
      consummation of the transactions contemplated thereby will not, (i) conflict
      with or result in a breach of the terms, conditions or provisions of, (ii)
      constitute a default under or result in a violation of or (iii) require any
      authorization, consent, approval, exemption or other action by or declaration
      or
      notice to any third Person or Government Entity (except for the approvals
      required under the HSR Act and notices or disclosures required under federal
      securities laws or any listing agreements with securities exchanges) pursuant
      to: (A) the Certificate of Formation or operating agreement of the Purchaser;
      (B) any agreement, instrument, or other document to which the Purchaser is
      a
      party or to which any of its assets is subject; or (C) any constitution,
      statute, regulation, rule, injunction, judgment, order, Legal Requirement or
      other restriction of any Government Entity, to which the Purchaser or any of
      its
      assets is subject.




11




**Section
      2.3**  **Brokerage**




The
      Purchaser has no liability or obligation to pay any fees or commissions to
      any
      broker, finder, or agent with respect to the transactions contemplated by this
      Agreement for which the Sellers or the Company could become liable or
      obligated.




**Section
      2.4**  **Financial
      Ability**




The
      Purchaser has currently available funds, resources and commitments sufficient
      to
      consummate the transactions contemplated by this Agreement and acknowledges
      that
      this Agreement contains no financing contingency.




**Section
      2.5**  **No
      Litigation**




There
      is
      no lawsuit, claim, action, proceeding or investigation pending or, to the
      Purchaser’s knowledge, threatened against the Purchaser, its properties or
      businesses, which is reasonably expected to have a Purchaser Material Adverse
      Effect or that may challenge or restrict the ability of the Purchaser to
      consummate the transactions contemplated hereby and otherwise perform
      hereunder.




**Section
      2.6**  **Investment**




The
      Purchaser is acquiring the Initial Closing Shares, the Option and the Option
      Shares (to the extent such shares are purchased) for its own account, for
      investment only, and not with a view to any resale or public distribution
      thereof. The Purchaser shall not offer to sell or otherwise dispose of the
      Initial Closing Shares, the Option and the Option Shares (to the extent such
      shares are purchased) in violation of any Legal Requirement applicable to any
      such offer, sale or other disposition. The Purchaser acknowledges that: (a)
      the
      Initial Closing Shares have not been registered under the Securities Act, or
      any
      state securities laws; (b) there is no public market for the Initial Closing
      Shares and there can be no assurance that a public market shall develop; and
      (c)
      the Purchaser must bear the economic risk of its investment in the Initial
      Closing Shares for an indefinite period of time. The Purchaser also acknowledges
      that: (a) the Ricci Shares have not been registered under the Securities Act,
      or
      any state securities laws; (b) the Option Shares will not be registered as
      of
      the Closing under the Securities Act, or any state securities laws; (c) there
      will not be any public market for the Option Shares and there can be no
      assurance that a public market will develop; and (d) the Purchaser must bear
      the
      economic risk of its investment in the Option Shares (to the extent such shares
      are purchased) for an indefinite period of time.




**Section
      2.7**  **Accuracy
      on Closing Date**




Each
      representation and warranty set forth in this Article II and all
      information contained in any certificate delivered by or on behalf of the
      Purchaser pursuant to this Agreement shall be true and correct as of the time
      of
      the Closing as though then made, except: (a) as affected by the
      transactions expressly contemplated by this Agreement; (b) to the extent that
      such representation and warranty relates solely to an earlier date; and (c)
      as
      affected by any assignment permitted pursuant to Section
      9.6 ,
      provided that the Purchaser will not be relieved of any breach by it of this
      Agreement occurring prior to any such permitted assignment.




12




**Section
      2.8**  **Acknowledgement
      by the Purchaser**




Except
      as
      expressly set forth herein, the Purchaser is not relying on any covenants,
      representations or warranties of the Company or the Sellers.




**ARTICLE
      III.**


**REPRESENTATIONS
      AND WARRANTIES OF THE SELLERS**





As
      a
      material inducement to the Purchaser to enter into this Agreement and to
      purchase the Initial Closing Shares, the Option and the Option Shares, each
      Seller hereby represents and warrants, severally and not jointly,
      that:




**Section
      3.1**  **Organization;
      Corporate Power and Authorization**




Such
      Seller, if such Seller is an entity, is validly existing and in good standing
      under the laws of the state of its incorporation or formation and has the
      requisite power and authority necessary to enter into, deliver and perform
      its
      obligations pursuant to each of the Transaction Documents to which it is a
      party. Such Seller’s execution, delivery and performance of each Transaction
      Document to which it is a party has been duly authorized by such
      Seller.




**Section
      3.2**  **Binding
      Effect and Noncontravention**




(a)  Each
      Transaction Document to which such Seller is a party constitutes a valid and
      binding obligation of such Seller which is enforceable against such Seller
      in
      accordance with its terms, except as such enforceability may be limited by:
      (i)
      applicable insolvency, bankruptcy, reorganization, moratorium or other similar
      laws affecting creditors’ rights generally; and (ii) applicable equitable
      principles (whether considered in a proceeding at law or in
      equity).




(b)  Except
      as
      set forth on the attached Conflicts
      Schedule ,
      the
      execution, delivery and performance of the Transaction Documents to which such
      Seller is a party do not and shall not, and the consummation of the transactions
      contemplated thereby will not: (i) conflict with or result in a breach of
      the terms, conditions or provisions of, (ii) constitute a default under or
      result in a violation of, (iii) result in the acceleration of, create in
      any party the right to accelerate, terminate, modify, or cancel any liability
      or
      obligation of such Seller under, (iv) or require any authorization,
      consent, approval, exemption or other action by or declaration or notice to
      any
      third Person or Government Entity (except for the approvals required under
      the
      HSR Act and notices or disclosures required under federal securities laws or
      any
      listing agreements with securities exchanges) pursuant to: (A) the
      certificate of incorporation or bylaws or the articles or certificate of
      formation or operating agreement or similar corporate governance documents
      of
      such Seller, if applicable; (B) any agreement, instrument, or other document
      to
      which such Seller is a party or to which any of its assets is subject; or
      (C) any constitution, statute, regulation, rule, injunction, judgment,
      order, decree, ruling, charge, Legal Requirement or other restriction of any
      Government Entity, to which such Seller is subject.




13




**Section
      3.3**  **Capital
      Stock**




Except
      as
      set forth on the attached Capital
      Stock Schedule ,
      such
      Seller holds of record, owns beneficially and has good and marketable title
      to
      all of such Seller’s Initial Closing Shares and Ricci Shares, and as of the
      Closing, the Option Shares, free and clear of security interests, liens,
      options, warrants, purchase rights, contracts, commitments, restrictions,
      equities, claims and demands. Such Seller is not a party to any voting trust,
      proxy, or other agreement or understanding, other than with respect to the
      Option Agreement, with respect to the voting or disposition of any Initial
      Closing Shares or Ricci Shares, and as of the Closing, the Option Shares, which
      shall survive the Closing Date. Except as set forth on the attached Capital
      Stock Schedule and except for such Seller’s ownership of the Initial Closing
      Shares and Ricci Shares as of the date hereof, and the Option Shares as of
      the
      Closing, such Seller does not own of record or beneficially, or have any
      interest in, or right to acquire, any shares of capital stock of the Company
      or
      any Subsidiary.




**Section
      3.4**  **Brokerage**




Except
      for the fees payable to: (a) Harris Williams & Co., which shall be paid in
      accordance with Section
      1.4(a)(ii) on the
      Closing Date; and (b) Paul R. Dupee, Jr. pursuant to the Letter Agreement with
      Allied Capital Corporation dated November 14, 2003, which fees shall be payable
      by the Company from and after the Closing pursuant to an assignment and
      assumption agreement to be entered into between Allied Capital Corporation
      and
      the Company prior to the Closing Date, such Seller has no liability or
      obligation to pay any fees or commissions to any broker, finder, or agent with
      respect to the transactions contemplated by this Agreement for which the
      Purchaser, the Company or any Subsidiary could become liable or obligated;
      and
      such Seller is not a party to any agreement, and has not committed any act
      which
      might give rise to any valid claim against the Purchaser, the Company or any
      Subsidiary, for any such fees or similar payment.




**Section
      3.5**  **No
      Litigation**




There
      is
      no lawsuit, claim, action, proceeding or investigation pending or, to such
      Seller’s Knowledge, threatened against such Seller, its properties or
      businesses, which is reasonably expected to have a Material Adverse Effect
      or
      that may challenge or restrict the ability of such Seller to consummate the
      transactions contemplated hereby and otherwise perform hereunder.




**Section
      3.6**  **Accuracy
      on Closing Date**




Each
      representation and warranty set forth in this Article
      III and all
      information contained in any certificate delivered by or on behalf of such
      Seller pursuant to this Agreement shall be true and correct in all material
      respects as of the time of the Closing as though then made, except: (a) as
      affected by the transactions expressly contemplated by this Agreement; and
      (b)
      to the extent that such representation and warranty relates solely to an earlier
      date.




14




**ARTICLE
      IV.**


**REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY**





As
      a
      material inducement to the Purchaser to enter into this Agreement and to
      purchase the Initial Closing Shares, the Option and the Option Shares, the
      Company hereby represents and warrants that:




**Section
      4.1**  **Organization;
      Qualification and Corporate Power**




(a)  Each
      of
      the Company and its Subsidiaries is a corporation, limited liability company
      or
      partnership, as applicable, validly existing and in good standing under the
      laws
      of the jurisdiction of its incorporation or formation, as applicable. Each
      of
      the Company and its Subsidiaries is duly authorized to conduct business and
      is
      in good standing under the laws of each jurisdiction where such qualification
      is
      required, except where the lack of such qualification is not reasonably expected
      to have a Material Adverse Effect. Each of the Company and its Subsidiaries
      has
      full corporate power and authority or other power and authority, as applicable,
      to carry on the businesses in which it is engaged and to own and use the
      properties owned and used by it.




(b)  The
      Company has the requisite power and authority necessary to enter into, deliver
      and perform its obligations pursuant to this Agreement and each of the other
      Transaction Documents to which it is a party. This Agreement and each of the
      other Transaction Documents to which the Company is a party has been duly
      executed and delivered by the Company and constitutes a valid and binding
      obligation of the Company that is enforceable against the Company in accordance
      with its terms, except as such enforceability may be limited by: (i) applicable
      insolvency, bankruptcy, reorganization, moratorium or other similar laws
      affecting creditors’ rights generally; and (ii) applicable equitable principles
      (whether considered in a proceeding at law or in equity).




**Section
      4.2**  **Approvals
      and Consents**




Except
      as
      set forth on the attached Consents
      Schedule ,
      the
      execution, delivery, and performance of the Transaction Documents to which
      any
      of the Company or its Subsidiaries is a party do not and shall not, and the
      consummation of the transactions contemplated thereby will not,
      (a) conflict with or result in a breach of the terms, conditions, or
      provisions of, (b) constitute a default under, (c) give any third
      party the right to modify, terminate or accelerate any liability or obligation
      of, or charge any fee, penalty or similar payment to the Company or any
      Subsidiary under, (d) result in a violation of, (e) require any
      authorization, consent, approval, exemption or other action by or declaration
      or
      notice to any third party or Government Entity (except for the approvals
      required under the HSR Act and notices or disclosures required under federal
      securities laws or any listing agreements with securities exchanges) pursuant
      to: (i) the articles or certificate of incorporation or bylaws, the
      articles or certificate of formation or operating agreement or similar corporate
      governance documents of any of the Company or its Subsidiaries; (ii) any
      Material Contract or, to the Company’s Knowledge, any other agreement,
      instrument or document to which the Company or any Subsidiary is a party or
      to
      which any of its assets is subject; or (iii) any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge, Legal
      Requirement or other restriction of any Government Entity, to which any of
      the
      Company or its Subsidiaries or any of their assets is subject.




15




**Section
      4.3**  **Capitalization;
      Subsidiaries** **;
      Corporate Records**




(a)  As
      of the
      date hereof, the entire authorized capital stock of the Company consists of:
      (i)
      10,000 shares of Preferred Stock, $0.01 par value per share, of which no shares
      are issued and outstanding; (ii) 89,999 shares of Common Stock, $0.01 par value
      per share, of which 68,784.69 shares are issued and outstanding; and (iii)
      one
      share of Series A Non-Voting Common Stock, $0.01 par value per share, which
      is
      issued and outstanding. As of the Closing, the entire authorized capital stock
      of the Company shall consist of: (i) 7,745.36 shares of Preferred Stock, $0.01
      par value per share, of which 7,745.36 shares shall be issued and outstanding;
      (ii) 89,999 shares of Common Stock, $0.01 par value per share, of which
      61,039.33 shares shall be issued and outstanding; and (iii) one share of Series
      A Non-Voting Common Stock, $0.01 par value per share, which shall be issued
      and
      outstanding. All of the issued and outstanding shares of capital stock of the
      Company have been duly authorized, are validly issued, fully paid, and
      nonassessable, and are held of record and beneficially by the Sellers as set
      forth on the Capitalization
      Schedule attached
      hereto. As of the Closing, the Capitalization
      Schedule shall be
      updated to reflect the exchange by Kenneth C. Ricci of the Ricci Shares for
      the
      Option Shares pursuant to Section
      7.1(j) hereof.
      Each of the Initial Closing Shares and the Ricci Shares was issued in conformity
      with all applicable Legal Requirements, and none of the Initial Closing Shares
      or the Ricci Shares was iss ued
      in
      violation of, or is subject to, other than the Option Agreement, any purchase
      option, call option, right of first refusal, preemptive right or subscription
      right. As of the Closing, e ach
      of
      the Option Shares shall be issued in conformity with all applicable Legal
      Requirements, and none of the Option Shares will be iss ued
      in
      violation of, or will be subject to, other than the Option Agreement, any
      purchase option, call option, right of first refusal, preemptive right or
      subscription right. Except
      as
      set forth on the Capitalization
      Schedule ,
      there
      are no outstanding or authorized options, warrants, purchase rights,
      subscription rights, conversion rights, exchange rights, or other contracts
      or
      commitments that could require the Company to issue, sell, or otherwise cause
      to
      become outstanding any of its capital stock. There are no outstanding or
      authorized stock appreciation, phantom stock, profit participation or similar
      rights with respect to the Company.




(b)  The Subsidiaries
      Schedule sets
      forth for each Subsidiary of the Company: (i) its name and jurisdiction of
      incorporation or formation, as applicable; (ii) the number of shares of
      authorized capital stock of each class of its capital stock or membership
      interests, as applicable; (iii) the number of issued and outstanding shares
      or
      membership interests, as applicable, of each class of its capital stock or
      membership interests, as applicable, the names of the holders thereof, and
      the
      number of shares or membership interests, as applicable, held by each such
      holder; and (iv) the number of shares of its capital stock or membership
      interests, as applicable, held in treasury. All of the issued and outstanding
      shares of capital stock or membership interests, as applicable, of each
      Subsidiary of the Company have been duly authorized and are validly issued,
      fully paid, and nonassessable. Except as set forth on the Subsidiaries
      Schedule ,
      the
      Company holds of record, owns beneficially and has good and marketable title
      to
      all of the outstanding shares or membership interests, as applicable, of each
      Subsidiary of the Company. As of the Closing, such shares or membership
      interests, as applicable, shall be free and clear of any restrictions on
      transfer, security interests, liens, options, warrants, purchase rights,
      contracts, commitments, restrictions, equities, claims, and demands (other
      than
      restrictions under the Securities Act and state securities laws). There are
      no
      outstanding or authorized options, warrants, purchase rights, subscription
      rights, conversion rights, exchange rights, or other contracts or commitments
      that could require any of the Subsidiaries of the Company to issue, sell or
      otherwise cause to become outstanding any of such Subsidiary’s own capital stock
      or membership interests, as applicable. There are no outstanding or authorized
      stock appreciation, phantom stock, profit participation or similar rights with
      respect to any Subsidiary of the Company. There are no voting trusts, proxies,
      or other agreements or understandings with respect to the voting of any capital
      stock or membership interests, as applicable, of any of the Company and its
      Subsidiaries. Neither the Company nor any of its Subsidiaries controls directly
      or indirectly or has any direct or indirect equity participation or ownership
      interest in any corporation, partnership, trust, or other business association
      which is not a Subsidiary of the Company.




16




(c)  The
      Company has made available to Purchaser true and complete copies of the
      certificate or articles of incorporation or formation, as applicable, of the
      Company and the Subsidiaries, as amended to date. The Company has made available
      to Purchaser true and complete copies of all minute books and stock, membership
      or partnership ledgers, as applicable, of the Company and the
      Subsidiaries.




**Section
      4.4**  **Financial
      Statements**




(a)  Attached
      hereto as Exhibit
      B are the
      following financial statements for the Company (collectively, the “Financial
      Statements”): (i) the Company’s audited consolidated balance sheets and
      related statements of cash flow and income for the fiscal years ended June
      30,
      2006, 2005 and 2004; and (ii) the Company’s unaudited consolidated balance sheet
      as of December 31, 2006 and related statements of cash flow and income for
      the
      six-month period then ended. Except as set forth on section (a) of the attached Financial
      Statements Schedule ,
      each
      Financial Statement (including the notes thereto) has been prepared in
      accordance with GAAP applied on a consistent basis throughout the periods
      covered thereby and fairly presents in all material respects the financial
      condition of the Company and its Subsidiaries, taken as a whole, as of such
      dates and the results of the Company’s and its Subsidiaries’ operations for the
      periods specified, subject, in the case of the unaudited financial statements,
      to normal, recurring year-end adjustments, and the absence of explanatory
      footnote disclosures required by GAAP. The Financial Statements do not contain
      any adjustment related to the ownership or operation of the assets set forth
      on
      the Excluded
      Assets Schedule attached
      hereto (the “Excluded Assets”).




(b)  The
      only
      Indebtedness of the Company and the Subsidiaries arises under the agreements,
      instruments or documents listed on the attached Indebtedness
      Schedule .




(c)  Since
      the
      date of the Latest Balance Sheet, neither the Company nor any Subsidiary has
      incurred any obligation or liability (whether accrued, absolute, contingent
      or
      otherwise) of the type required to be reflected on a consolidated balance sheet
      of the Company and the Subsidiaries prepared in accordance with GAAP applied
      on
      a basis consistent with the Financial Statements except liabilities and
      obligations incurred in the ordinary course of business (other than in
      connection with any material default under, or breach of, any Material Contract
      or Real Property Lease by the Company or any Subsidiary).




17




(d)  Since
      April 12, 2004, except as set forth on section (d) of the Financial
      Statements Schedule ,
      neither
      the Company nor any Subsidiary has owned or operated any businesses other than
      (i) the Business and (ii) the Excluded Assets. Other
      than with respect to the Excluded Assets, neither the Company nor any Subsidiary
      currently operates any aircraft maintenance, repair or overhaul activities
      or
      any other activities covered by 14 CFR Part 145 (“MRO Activities”).




**Section
      4.5**  **Events
      Subsequent to the Latest Balance Sheet**




Except
      as
      set forth on the attached Developments
      Schedule ,
      since
      the date of the Latest Balance Sheet, there has been no change in the financial
      condition or operating results of the Business which is reasonably expected
      to
      have a Material Adverse Effect, nor has:




(a)  the
      Company or any Subsidiary engaged in any material transaction outside of the
      ordinary course of business;




(b)  there
      been any damage, destruction or other casualty loss with respect to any asset
      or
      property owned or leased by the Company or any Subsidiary that has resulted,
      or
      is reasonably likely to result, in losses in excess of $500,000 individually
      or
      $1,000,000 in the aggregate;




(c)  the
      Company made any change in its accounting principles, practices or
      methodologies;




(d)  the
      Company or any Subsidiary entered into any employment, consulting, severance,
      termination or other benefit agreement or other agreement with any of the
      employees or former employees of the Company or any Subsidiary relating to
      compensation;




(e)  the
      Company or any Subsidiary (i) increased the compensation payable to any of
      its
      officers or employees, other than normal and customary increases consistent
      with
      past practice or increases that otherwise were required by the Company’s or a
      Subsidiary’s obligations pursuant to applicable Legal Requirements or contracts
      in effect as of the date of the Latest Balance Sheet, (ii) increased severance
      obligations payable to any of its officers or employees, (iii) made or committed
      to make any bonus payment to any of its employees or agents other than payments
      or arrangements in the ordinary course of business consistent with past
      practices or (iv) loaned money to any officer or employee of the Company or
      any
      Subsidiary;




(f)  the
      Company or any Subsidiary waived or released any material right or claim of
      or
      in favor of the Company or any Subsidiary, other than in the ordinary course
      of
      business, or cancelled or waived any debts or claims against any officer,
      manager or employee of the Company or any Subsidiary;




18




(g)  the
      Company or any Subsidiary sold, assigned or transferred, other than in the
      ordinary course of business and consistent with past practices, any material
      assets;




(h)  the
      Company or any Subsidiary acquired by merger, consolidation or otherwise any
      material assets or business of, any corporation, partnership, association or
      other business organization or division thereof;




(i)  the
      Company or any Subsidiary or, to Knowledge of the Company, any other party,
      terminated, amended or modified, or threatened to terminate, amend or modify,
      any Material Contract or material permit;




(j)  there
      been any strike, walkout, or other significant labor event or threat thereof,
      which in any case has materially adversely affected the Business, or any other
      new or continued event, development or condition involving labor matters which
      has or could materially adversely affect the Business;




(k)  there
      been any actual or, to the Knowledge of the Company, threatened change, in
      the
      Company’s or any Subsidiary’s relations with, or any loss or, to the Knowledge
      of the Company, threatened loss of, any relationship of the Company or any
      Subsidiary with its landlords, suppliers or customers which, individually or
      in
      the aggregate, has had or would reasonably be expected to have a Materially
      Adverse Effect;




(l)  the
      Company or any Subsidiary written off as uncollectible any notes owed to the
      Company or any Subsidiary or accounts receivable of the Company or any
      Subsidiary or written down the value of any asset or inventory of the Company
      or
      any Subsidiary other than in immaterial amounts or in the ordinary course of
      business consistent with past practice;




(m)  the
      Company or any Subsidiary created, incurred, assumed or guaranteed any material
      obligations or liabilities (whether absolute, accrued, contingent or otherwise
      and whether due or to become due), except in the ordinary course of business
      (other than in connection with any material default under, or breach of, any
      Material Contract or Real Property Lease by the Company or any Subsidiary)
      or
      with respect to Indebtedness that will be satisfied in full as of the Closing
      Date;




(n)  the
      Company or any Subsidiary altered in any material respect the manner in which
      it
      collects accounts receivable or pays accounts payable; or




(o)  the
      Company or any Subsidiary agreed to do any of the foregoing.




19




**Section
      4.6**  **Title
      to Assets**




Except
      as
      set forth on the attached Title
      to Assets Schedule ,
      the
      Company and each Subsidiary have good and marketable title to, or a valid
      leasehold interest in, the tangible assets and other personal property reflected
      on the Latest Balance Sheet or acquired since the date thereof, except
      (a) assets disposed of in the ordinary course of business since the date of
      the Latest Balance Sheet, and (b) assets permitted to be distributed to the
      Sellers or their Affiliates prior to the Closing pursuant to this Agreement.
      All
      tangible assets and other personal property used by the Company or any of its
      Subsidiaries is either owned by the Company or its Subsidiaries, or leased
      by
      the Company or its Subsidiaries pursuant to a lease agreement that is valid,
      binding and enforceable, except as such enforceability may be limited by: (i)
      applicable insolvency, bankruptcy, reorganization, moratorium or other similar
      laws affecting creditors’ rights generally; and (ii) applicable equitable
      principles (whether considered in a proceeding at law or in equity). The Company
      and its Subsidiaries have valid titles and registrations for each motor vehicle
      owned by the Company or any Subsidiary, all of which are listed on the attached Motor
      Vehicles Schedule and
      copies of which have been made available to the Purchaser. The Company and
      its
      Subsidiaries own or lease from unrelated third parties or from affiliated
      parties as set forth on the Affiliate
      Transactions Schedule all
      assets and properties, and have all operational capabilities, that are used
      in
      or necessary to the operation of the Business as currently
      conducted.




**Section
      4.7**  **Compliance
      with Laws** **;
      Permits**




(a)  Except
      as
      set forth on section (a)(i) of the attached Compliance
      Schedule (and
      other than tax matters addressed in Section
      4.8 and
      environmental matters addressed in Section
      4.9 ),
      each
      of the Company and its Subsidiaries has complied in all material respects with
      all Legal Requirements relating to the operation of the Business. Neither the
      Company nor any of its Subsidiaries has received written or, to the Company’s
      Knowledge, oral notice alleging any material violations of Legal Requirements
      within the last 12 months, except as set forth on section (a)(ii) of the
      attached Compliance
      Schedule .
      Neither
      the Company nor any Subsidiary has received any written or, to the Company’s
      Knowledge, oral notice of any order, rule or directive, or any proposed order,
      rule or directive, issued by any Government Entity against the Company or any
      Subsidiary. To the Company’s Knowledge, neither the Company nor any Subsidiary
      has received any threatened legal or regulatory proceeding which could adversely
      affect in any material respect the Business or assets of the Company or any
      Subsidiary or any permit required to be obtained and maintained by the Company
      or any Subsidiary.




(b)  Except
      as
      set forth on section (b)(i) of the attached Compliance
      Schedule ,
      the
      Company and each Subsidiary holds and is in material compliance with all
      material permits, licenses, certificates, approvals, registrations, franchises,
      rights, qualifications and other authorizations of each Government Entity
      required for the conduct of the Business as operated on the date hereof. Except
      as set forth on section (b)(ii) of the attached Compliance
      Schedule ,
      neither
      the Company nor any Subsidiary (i) holds any permit to operate aircraft
      issued by the Federal Aviation Administration or by the U.S. Department of
      Transportation, (ii) owns or leases aircraft or (iii) operates
      aircraft for a third party under a management agreement or other similar
      arrangement.




**Section
      4.8**  **Tax
      Matters**




Except
      as
      set forth on the attached Taxes
      Schedule :




(a)  Each
      of
      the Company, its Subsidiaries and any Company Group has filed all Tax Returns
      that it was required to file and all such Tax Returns were true, correct and
      complete. All Taxes (whether shown to be payable on such Tax Returns or
      otherwise due) have been paid. The Company has delivered to the Purchaser
      complete and correct copies of all Tax Returns of the Company, the Subsidiaries
      and any Company Group and of all examination reports and statements of
      deficiencies assessed against or agreed to by the Company, any Subsidiary or
      any
      Company Group for all taxable periods for which the applicable statute of
      limitations has not yet expired.




20




(b)  Neither
      the Company nor any of its Subsidiaries has any liability for any Taxes in
      respect of any taxable period ending on or before the Closing Date, or any
      Taxes
      in respect of the portion of any Straddle Period which ends on the Closing
      Date
      (in either case including, without limitation, any Taxes related to a
      distribution, sale or other transfer of Excluded Assets), other than Taxes
      accrued in the Financial Statements (without regard to any reserve for deferred
      Tax liability).




(c)  Neither
      the Company nor any of its Subsidiaries nor any Company Group, has waived any
      statute of limitations in respect of Taxes or agreed to any extension of time
      with respect to a Tax assessment or deficiency.




(d)  No
      Government Entity has asserted in writing that any of the Company, its
      Subsidiaries or any Company Group is responsible for the payment of any
      additional Taxes or has assessed any deficiency for Taxes for any period. No
      Government Entity is currently auditing the Tax Returns of any of the Company
      or
      its Subsidiaries for any period. No claim has ever been made by a Government
      Entity in a jurisdiction where the Company or any of the Subsidiaries does
      not
      file Tax Returns that the Company or any Subsidiary, as the case may be, is
      or
      may be subject to Tax in that jurisdiction.




(e)  The
      Company and its Subsidiaries have withheld or otherwise collected all Taxes
      or
      amounts they were required to withhold or collect under any applicable federal,
      state or local law, including, without limitation, any amounts required to
      be
      withheld or collected with respect to employee, state and federal income tax
      withholding, social security, unemployment compensation, sales or use taxes
      or
      workmen's compensation, and all such amounts have been timely remitted to the
      proper authorities in accordance with applicable law.




(f)  Neither
      the Company nor any of its Subsidiaries has any liability for, or any
      indemnification or reimbursement obligation with respect to, the Taxes of any
      Person other than the Company and its Subsidiaries (i) under Sections 1.1502-6
      or 1.1502-78 of Title 26 of the Code of Federal Regulations (or any similar
      provisions of state, local or foreign income tax law, (ii) as transferee or
      successor, (iii) by contract, or (iv) otherwise. Neither the Company nor any
      Subsidiary has been a member of any affiliated, combined, consolidated or
      unitary group other than the group of which the Company is the parent.




(g)  Neither
      the Company nor any of its Subsidiaries is a party to any tax indemnity
      agreement, tax sharing agreement or other agreement under which the Company
      or
      any of its Subsidiaries could become liable to another Person as a result of
      the
      imposition of a Tax upon such Person, or the assessment or collection of such
      a
      Tax.




(h)  Neither
      the Company nor any of its Subsidiaries has agreed to make, or is (or will
      as a
      result of the transactions contemplated by this Agreement be) required to make,
      any adjustment under Section 481 of the Code (or any similar provision of state,
      local or foreign income tax law) by reason of a change in accounting methods
      or
      otherwise.




21




(i)  The
      Company is not now and never has been an "S" corporation within the meaning
      of
      Section 1361(a)(1) of the Code.




(j)  No
      audit
      of any Tax Return of the Company or its Subsidiaries is being conducted or,
      to
      the Company's Knowledge, threatened, by any Government Entity.




(k)  No
      agreement, contract or arrangement to which the Company or any of its
      Subsidiaries (or any officer of the Company or any of its Subsidiaries) is
      a
      party may result (alone or in the aggregate) in the payment of any amount that
      would not be deductible by reason of Section 280G or Section 404 or Sections
      162(a)(1), 162(m), 162(n) of the Code or would be subject to the excise Tax
      under Section 4999 of the Code.




(l)  Neither
      the Company nor any Subsidiary sponsors, maintains, contributes to or has any
      other Liability or potential Liability under or with respect to a deferred
      compensation arrangement that is subject to the requirements of Code Section
      409A.




(m)  Other
      than Taxes arising in the ordinary course of business and Taxes arising out
      of
      the transactions contemplated by this Agreement, neither the Company nor any
      of
      its Subsidiaries has any liability for unpaid Taxes accruing after the date
      of
      the Financial Statements.




(n)  No
      property of the Company or any of its Subsidiaries is subject to any liens
      for
      Taxes, other than liens for Taxes not yet due and payable.




(o)  To
      the
      Knowledge of the Company, no Government Entity has raised any issue with respect
      to Taxes which, by application of similar principles, could result in the
      issuance of a Notice of Deficiency or similar nature of intention to assess
      Taxes by any Government Entity.




(p)  The
      Company and its Subsidiaries have disclosed on their federal income Tax Returns
      all positions taken therein that could, if not so disclosed, give rise to a
      substantial understatement penalty within the meaning of Section 6662 of the
      Code. Neither Company nor any of its Subsidiaries (nor, to the Knowledge of
      the
      Company, any officer, directors or agent of the Company or any Subsidiary)
      has
      been a party to or participated in any way in a transaction that could be
      described as a “reportable transaction” within the meaning of Treasury
      Regulation Section 1.6011-4(b) (including without limitation, any “listed
      transaction”) or any confidential corporate Tax shelter within the meaning of
      Treasury Regulation Section 1.6111-2, nor has any Tax item or any Tax strategy
      that has been derived from or related to any such transaction been reflected
      in
      any Tax Return of either the Company or any Subsidiary.




(q)  Neither
      the Company nor any Subsidiary has constituted either a “distributing
      corporation” or a “controlled corporation” (within the meaning of Section
      355(a)(1)(A) of the Code) in a distribution of stock that purported or intended
      to qualify in whole or in part under Section 355 of the Code.




(r)  Neither
      the Company nor any Subsidiary is or has been a United States real property
      holding corporation (as defined in Section 897(c)(2) of the Code).




22




**Sec** **t** **ion
      4.9**  **Environmental
      Matters**




(a)  Except
      as
      described on the attached Environmental
      Matters Schedule :




(i)  Each
      of
      the Company and its Subsidiaries is in compliance, in all material respects,
      with applicable Environmental Laws.




(ii)  Each
      of
      the Company and its Subsidiaries has obtained and is in compliance, in all
      material respects, with all permits, licenses and other authorizations that
      are
      required pursuant to Environmental Laws for the operation of the
      Business.




(iii)  From
      and
      after December 1, 2003, neither the Company nor any of its Subsidiaries has
      received any written or, to the Company’s Knowledge, oral (i) notice of material
      violations or material liabilities arising under Environmental Laws and relating
      to the operation of the Business, (ii) request for information made as part
      of a
      federal, state, or local investigation of potential responsibility for an
      environmental cleanup or (iii) citation, summons, complaint or order pursuant
      to
      Environmental Laws. Neither the Company nor any Subsidiary has received any
      written or, to the Company’s Knowledge, oral notice from or after April 12, 2004
      that it is a potentially responsible party under CERCLA or any similar state
      or
      local law with respect to any on-site or off-site location.




(iv)  Neither
      the Company nor any of its Subsidiaries has assumed or undertaken any liability
      or corrective or remedial obligation of any other Person arising under
      Environmental Laws.




(v)  The
      Company and the Subsidiaries and their respective properties and operations
      are
      not subject to any pending or, to the Knowledge of the Company, threatened
      proceedings or investigations by or before any Government Entity pursuant to
      Environmental Laws. To the Knowledge of the Company, neither the Company nor
      any
      of its Subsidiaries are aware of any facts that may give rise to such
      proceedings or investigations.




(vi)  There
      has
      been no Release of Hazardous Materials by the Company or any Subsidiary or
      former Subsidiary (while such Subsidiary was owned by the Company) on any real
      property now or previously owned or leased by the Company or any of the
      Subsidiaries or former Subsidiaries (while such Subsidiaries were owned by
      the
      Company) in respect of which a Government Entity has required or under
      Environmental Law may require any material remedial action. For these purposes,
      “Release” means, with respect to any Hazardous Material, any spilling, leaking,
      pumping, pouring, emitting, emptying, discharging, injecting, escaping,
      leaching, dumping or disposing into any surface or ground water, drinking water
      supply, soil, surface or subsurface strata or medium, or the ambient air; and
      “Hazardous Materials” means any substance, pollutant, contaminant, or waste, or
      any constituent of any such substance, pollutant, contaminant or waste, the
      use,
      handling, presence, release or disposal of which is in any way regulated by
      or
      pursuant to any Environmental Law.




(b)  The
      Company has delivered to Purchaser or its representatives all Phase I
      environmental assessment reports and related documents in the Company’s
      possession relating to its current facilities or the real property currently
      leased (or, to the Company’s Knowledge, formerly leased or owned) by it, except
      such reports or related documents that were prepared at the Purchaser’s request.
      Except for such reports and related documents, there has been no environmental
      investigation, study or other third party analyses or audit report prepared
      by,
      for, or provided to the Company or any Subsidiary in relation to the Business
      since April 12, 2004.




23




(c)  The
      Company and its Subsidiaries have obtained all material permits required under
      any Environmental Law (“Environmental Permits ” )
      for
      operation of the Business, enabling the Business to operate as of the date
      of
      this Agreement in the ordinary course of business consistent with past
      practices. Section (c) of the Environmental
      Matters Schedule sets
      forth a true and complete list of Environmental Permits.




This Section
      4.9 contains
      the sole and exclusive representations and warranties of the Company with
      respect to environmental matters relating to the Company or any of its
      Subsidiaries, including any matters arising under Environmental
      Laws.




**Section
      4.10**  **Intellectual
      Property**




The
      attached Intellectual
      Property Schedule lists:




(a)  all
      Intellectual Property owned by any of the Company and its Subsidiaries for
      which
      a patent or registration exists or has been applied for;




(b)  all
      registered trademarks and service marks owned or used by the Company or any
      of
      its Subsidiaries;




(c)  all
      registrations of and applications to register copyrights which are material
      to
      the Business; and




(d)  all
      written licenses of Intellectual Property which any of the Company and its
      Subsidiaries has been granted from any third party.




The
      use
      by the Company or any Subsidiary of the Intellectual Property used by any of
      them does not infringe any rights of any third party and, to the Knowledge
      of
      the Company, no activity of any third party infringes upon the rights of the
      Company or any Subsidiary with respect to any of such Intellectual Property.
      Neither the Company nor any Subsidiary has received written or, to the Company’s
      Knowledge, oral notice of any claims asserted by any person with respect to
      challenging the ownership, validity, enforceability or use of the Intellectual
      Property by the Company or any Subsidiary, nor to Knowledge of the Company,
      are
      there any valid grounds for any such bona fide claims. To the extent the Company
      or any Subsidiary uses any Intellectual Property owned by a third party, the
      Company or a Subsidiary has a license with such third party for the use of
      such
      Intellectual Property and is not in default under any such license.




**Section
      4.11**  **Real
      Estate**




(a)  Neither
      the Company nor any of its Subsidiaries owns or, to the Company’s Knowledge, has
      ever owned any real property.




24




(b)  Section
      (b)(i) of the attached Real
      Estate Schedule lists
      all real property that any of the Company or its Subsidiaries leases or
      subleases from any other Person, and each lease or sublease pursuant to which
      the Company or any Subsidiary leases such property, including all renewals,
      extensions, modifications and supplements thereto (the “Real Property Leases”).
      Except as set forth on section (b)(ii) of the attached Real
      Estate Schedule ,
      with
      respect to each Real Property Lease, the Real Property Lease is legal, valid,
      binding, enforceable, except as the enforceability thereof may be limited by
      a
      Legal Requirement affecting creditors’ rights (including bankruptcy, insolvency,
      reorganization and moratorium limitations), and in full force and effect.
      Neither the Company, the Subsidiaries or, to the Knowledge of the Company,
      the
      other party or parties to any Real Property Lease (i) is in material default
      under the terms of any Real Property Lease, (ii) has received any written or,
      to
      the Company’s Knowledge, oral notice that it is in default under, or not in
      material compliance with any Real Property Lease, or that there may be any
      material changes in property tax or land use law affecting any Real Property
      Lease and that would materially impair the use of such property by the Company
      or any Subsidiary, as currently used, or (iii) has delivered any notice to
      another party alleging any default under, or failure to comply with any material
      provision of, any Real Property Lease. To the Knowledge of the Company, no
      event
      has occurred that, with notice, the passage of time or both, would constitute
      a
      material default by the Company or any Subsidiary under, or failure of the
      Company or any Subsidiary to comply materially with any provision of, any Real
      Property Lease, or otherwise give any party a right of termination or
      modification thereof. The Company has delivered to the Purchaser a true and
      complete copy of each Real Property Lease.




(c)  Except
      as
      set forth on section (c) of the attached Real
      Estate Schedule ,
      the
      property covered by the Real Property Leases constitutes all of the real
      property (other than the Excluded Assets) currently used in the conduct of
      the
      Business, and the Company’s and each Subsidiary’s leasehold interests in such
      leased real property is free and clear of all Liens, except for Permitted
      Liens.




(d)  (i)  Neither
      the Company nor any Subsidiary has received written or, to the Company’s
      Knowledge, oral notice of any threatened condemnation proceedings, lawsuits
      or
      administrative actions relating to any of the real property used in the
      Business, and there are no pending or, to the Knowledge of the Company,
      threatened, condemnation proceedings, lawsuits or administrative actions
      relating to any of the real property used in the Business that, in either case,
      would materially and adversely affect the Business. To the
      Knowledge of the Company, all facilities, buildings, improvements and other
      structures used in the Business are located on the real property leased by
      the
      Company and the Subsidiaries.




(ii)  To
      the
      Knowledge of the Company, none of the real property leased by the Company or
      the
      Subsidiaries or any of the structures thereon used in the Business are dependent
      upon or benefit from any “non-conforming use” or similar zoning
      classification.




(iii)  Other
      than in the ordinary course of business (e.g., hangar leases), there are no
      parties other than the Company or any Subsidiary in possession of any of the
      real property leased by the Company and the Subsidiaries or any portion thereof,
      and, other than in the ordinary course of business (e.g., hangar leases), there
      are no contracts, agreements or arrangements granting to any party or parties
      the right of use or occupancy of any of such leased real property or any portion
      thereof.




25




(iv)  Except
      as
      set forth on section (d)(iv) of the attached Real
      Estate Schedule ,
      to the
      Knowledge of the Company, legal descriptions for the real property contained
      in
      the Real Property Leases adequately describe the leased real property subject
      thereto. To the Knowledge of the Company, all structures on the real property
      leased by the Company and the Subsidiaries are located within the boundary
      lines
      of the leased real property and no structures, facilities or other improvements
      on any parcel adjacent to any of the leased real property encroach in any
      material respect onto any of the real property leased by the Company or the
      Subsidiaries. To the Knowledge of the Company, all structural, mechanical and
      other physical systems related to the real property leased by the Company or
      any
      Subsidiary are in a condition sufficient, in all material respects, to operate
      the Business in accordance with past practices.




(v)  Except
      as
      set forth on section (d)(v) of the Real
      Estate Schedule ,
      neither
      the Company nor any Subsidiary is obligated to any third party to make any
      capital expenditure that exceeds $100,000 individually, or $500,000 in the
      aggregate, for real property fixtures or improvements thereon, with respect
      to
      the Business.




(e)  Section
      (e) of the Real
      Estate Schedule contains
      a list of all hangar space, office space and real property subleased by the
      Company or any Subsidiary to any other party, other than leases that may be
      terminated upon less than 60 days’ notice or that require rental payments of
      less than $10,000 per month. All subleases identified on section (e) of the Real
      Estate Schedule (the
“Landlord Property Leases ” )
      are in
      full force and effect, have not been modified, amended or, to the Knowledge
      of
      the Company, assigned. Each Landlord Property Lease is the valid and binding
      obligation of the Company or any Subsidiary party thereto, except as the
      enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other Legal Requirements relating to or affecting creditors’
rights generally or by equitable principles. The Company has delivered to the
      Purchaser complete and accurate copies of each Landlord Property
      Lease.




**Sectio** **n
      4.12**  **Certain
      Litigation**




The
      attached Litigation
      Schedule sets
      forth each instance in which any of the Company or any of its Subsidiaries:
      (a)
      is subject to any outstanding injunction, judgment, order or decree; (b) is
      a
      party to any suit, claim, action or proceeding which has been filed; (c) has,
      to
      the Company’s Knowledge, been threatened with any suit, claim, action or
      proceeding since January 1, 2006; or (d) to the Company’s Knowledge, is a party
      to any proceeding, hearing or investigation of, in or before any court or quasi
      judicial or administrative agency of any federal, state, local or foreign
      jurisdiction.




**Section
      4.13**  **Employee
      Benefits**




The Employee
      Benefits Schedule lists
      each Company Employee Benefit Plan




(a)  Each
      such
      Company Employee Benefit Plan complies in form and in operation in all material
      respects with the applicable requirements of ERISA and the Code.




(b)  With
      respect to each such Company Employee Benefit Plan, all required payments,
      premiums, contributions, distributions, or reimbursements for all periods ending
      prior to or as of the Closing Date have been made or properly
      accrued.




26




(c)  The
      only
      Company Employee Benefit Plan which is intended to be qualified under Section
      401(a) of the Code is the Mercury Air Centers, Inc. 401(k) Plan (the “401(k)
      Plan”) and it has been maintained in compliance with all requirements of ERISA
      and the Code.




(d)  Except
      as
      set forth on the Employee
      Benefits Schedule ,
      neither
      the Company nor any of its ERISA Affiliates has ever maintained, sponsored,
      contributed to, or had any Liability or potential Liability under or with
      respect to any plan or arrangement which is subject to Code Section 412 or
      Section 302 or Title IV of ERISA, any “multiple employer welfare arrangement” as
      defined in Section 3(40)(A) of ERISA or any “voluntary employees beneficiary
      association” within the meaning of Code Section 501(c)(9) or other “welfare
      benefit fund” as defined in Code Section 419(e).




(e)  Except
      as
      set forth on the Employee
      Benefits Schedule ,
      neither
      the Company nor any of its Subsidiaries has any obligation to provide health,
      accident, life insurance or other welfare benefits to former employees or
      consultants (or any of their spouses, dependents or other beneficiaries) other
      than in accordance with Section 4980B of the Code.




(f)  The
      Company has delivered or made available to the Purchaser with respect to each
      Company Employee Benefit Plan correct and complete copies of: (i) all plan
      documents pursuant to which the plan is maintained, funded and administered,
      including trust agreements, insurance policies and service agreements, and
      all
      amendments to such documents; (ii) the current summary plan description and
      all
      summaries of material modifications issued since the publication of such summary
      plan description; (iii) the most recent Internal Revenue Service determination
      letter, opinion or advisory letter, with respect to the 401(k) Plan (iv) copies
      of nondiscrimination testing reports for the last three plan years for each
      such
      plan that is subject to nondiscrimination testing; and (v) the most recent
      Form
      5500 Annual Report and related schedules.




(g)  Except
      as
      set forth on the Employee
      Benefits Schedule ,
      neither
      the Company nor any Subsidiary sponsors, maintains, contributes to or has any
      other Liability or potential Liability under or with respect to: (i) a deferred
      compensation arrangement that is subject to the requirements of Code Section
      409A or (ii) an arrangement that could result in the payment of a “parachute
      payment” within the meaning of Code Section 280G(b)(2)(A) as a result of the
      consummation of the transactions contemplated by this Agreement.




**Section
      4.14**  **Affiliate
      Transactions**




Except
      as
      set forth on the attached Affiliate
      Transactions Schedule ,
      no
      officer, director, employee, shareholder or Affiliate of any of the Company
      or
      its Subsidiaries or any individual related by blood, marriage or adoption to
      any
      such individual or any entity in which any such Person or individual owns any
      beneficial interest, is a party to any agreement, contract, commitment or
      transaction with any of the Company or its Subsidiaries or has any interest
      in
      any property used by any of the Company or its Subsidiaries.




**Section
      4.15**  **Insurance**




The
      attached Insurance
      Schedule contains
      a description of each insurance policy maintained by the Company or its
      Subsidiaries with respect to its properties, assets and business, and includes
      a
      description of any material self-insurance arrangements currently in effect
      with
      respect to the Company or any Subsidiary. All of such insurance polices are
      in
      full force and effect. All insurance premiums currently due with respect to
      such
      insurance policies have been paid. Neither the Company nor any Subsidiary has
      received written or, to the Company’s Knowledge, oral notice of cancellation or
      non-renewal of any such insurance policy. Except as set forth on the Insurance
      Schedule ,
      there
      are no claims related to or arising out of the operation of the Business pending
      under any insurance policies.




27




**Section
      4.16**  **Employees**




(a)
      The Employee
      Schedule attached
      hereto contains a true and complete list as of December 31, 2006 of:




(i)(I)
      the employees employed by each of the Company and its Subsidiaries after January
      1, 2006; (II) the rate of all compensation paid by each of the Company and
      its
      Subsidiaries to each such individual, including any bonus, contingent or
      deferred compensation in calendar year 2006, along with the current rate of
      accrual and accrued unused balance of vacation and other paid time off for
      each
      such individual; and (III) the directors of each of the Company and its
      Subsidiaries. To the Company’s Knowledge, no individual listed on the Employee
      Schedule (collectively, the “Service Providers”) has any plans to terminate his or her
      employment with any of the Company or its Subsidiaries;




(ii)
      any
      increase to become effective after the date of this Agreement in the total
      compensation or rate of total compensation (including, without limitation,
      normal bonus, profit-sharing, pension benefits and other compensation) payable
      to any Service Provider, other than normal and customary increases consistent
      with past practice or increases that otherwise were required by the Company’s or
      a Subsidiary’s obligations pursuant to applicable Legal Requirements or
      contracts in effect as of the date of the Latest Balance Sheet; and




(iii)
      all
      presently outstanding loans and advances (other than routine travel advances
      to
      be repaid or formally accounted for within 60 days) made by the Company or
      any
      Subsidiary to, or made to the Company or any Subsidiary by, any Service
      Provider.




(b)
      Except as specifically described on the Employee Schedule, the terms of the
      employment or engagement of each Service Provider are such that the relationship
      may be terminated at will with notice given at any time and without obligation
      on the part of the Company or any Subsidiary to provide severance or similar
      payments.




(c)
      With
      the exception of the agreement governing employees of the Company who work
      at
      the Cleveland Hopkins International Airport and are members of the International
      Brotherhood of Teamsters, Local No. 507, neither the Company nor any Subsidiary
      is a party to or has any obligation under any collective bargaining agreement
      or
      labor union contract. There is no pending, or, to the Company’s Knowledge,
      threatened, union organizational activity or application for certification
      of a
      collective bargaining agent with respect to the Service Providers.




(d)
      All
      persons classified by the Company and each Subsidiary as independent contractors
      have met the requirements of the Code and other applicable law to be so
      classified and the Company or a Subsidiary has fully, accurately and timely
      reported the compensation of such individuals in accordance with such
      laws.




28




**Section
      4.17**  **Contracts**




(a)  Except
      as
      expressly contemplated by this Agreement or as set forth on the attached Contracts
      Schedule ,
      neither
      the Company nor any of its Subsidiaries is a party to or bound by any written
      or
      oral:




(i)  pension,
      profit sharing, stock option, employee stock purchase or other plan or
      arrangement providing for deferred or other compensation to its current or
      former directors, officers or employees or any other employee benefit plan,
      arrangement or practice, whether formal or informal;




(ii)  collective
      bargaining agreement or any other contract with any labor union, or severance
      agreements, programs, policies or arrangements;




(iii)  management
      agreement or contract for the employment of any officer, individual employee
      or
      other Person on a full-time, part-time, consulting or other basis
      (A) providing annual cash or other compensation in excess of $100,000, (B)
      providing for the payment of any cash or other compensation or benefits upon
      the
      consummation of the transactions contemplated hereby or (C) otherwise
      restricting its ability to terminate the employment of any employee at any
      time
      for any lawful reason or for no reason without penalty or
      liability;




(iv)  contract
      or agreement involving any Government Entity which involves a consideration
      in
      excess of $100,000 annually or not in the ordinary course of
      business;




(v)  contract,
      agreement or indenture relating to borrowed money or other indebtedness or
      to
      mortgaging or pledging any material asset, including without limitation (A)
      guarantees on account of indebtedness for borrowed money of any other Person
      or
      (B) any surety or performance bond or letter of credit issued or posted by
      the
      Company or any Subsidiary;




(vi)  any
      currency, commodity or other hedging or swap contract;




(vii)  contract
      or agreement reasonably expected to involve the future delivery by the Company
      or any Subsidiary of 500,000 or more gallons of fuel per year to any single
      customer or any requirements contracts for fuel;




(viii)  lease,
      contract or agreement under which the Company or any of its Subsidiaries is:
      (A)
      lessee of or holds or operates any personal property, owned by any other party,
      except for any lease of personal property under which the aggregate annual
      rental payments do not exceed $250,000; or (B) lessor of or permits any
      third party to hold or operate any property, real or personal, owned or
      controlled by any of the Company and its Subsidiaries;




(ix)  contract
      or agreement pursuant to which the Company or any Subsidiary currently leases
      real property from an airport authority or other third party for the operation
      of the Business, or otherwise authorizes the Company or any Subsidiary to sell
      fuel or provide into-plane services at an airport (each, an “FBO
      Lease”);




29




(x)  contract
      or agreement for the purchase of fuel after the date hereof by the Company
      or
      any Subsidiary;




(xi)  any
      joint
      venture, partnership and other similar contract or agreement involving the
      sharing of profits of the Company or any Subsidiary with any third-party or
      pursuant to which the Company or any Subsidiary shares any profits with any
      third party;




(xii)  any
      contract or agreement that limits the freedom of the Company or any Subsidiary
      to compete in any line of business, to compete within any geographic area or
      with any Person or otherwise materially restricts the Company’s or any
      Subsidiary’s ability to solicit or hire any Person or solicit business from any
      Person;




(xiii)  any
      contract or agreement that grants exclusive operations or other rights to any
      third party;




(xiv)  any
      broker, distributor or dealer agreements that involves future payments of
      amounts reasonably expected to exceed $50,000 in any future 12-month
      period;




(xv)  any
      power
      of attorney affecting the Company or any Subsidiary;




(xvi)  any
      contract or agreement relating to the disposition or acquisition of any FBO
      facility or related business, in each case, since April 12, 2004;




(xvii)  any
      contract, agreement or obligation to indemnify (including any obligations to
      advance funds for expenses) any Person for acts or omissions by such Person
      occurring prior to the Closing Date, whether pursuant to charter documents
      of
      the Company or any Subsidiary, individual indemnity agreements, board
      resolutions or otherwise; or




(xviii)  contract
      or agreement which involves a remaining term in excess of one year that cannot
      be terminated on less than 90 days’ notice (without a monetary penalty) and
      involves future payments, performance or services or delivery of goods or
      materials to or by the Company or any Subsidiary of any amount or value
      reasonably expected to exceed $100,000 in any future 12-month period (other
      than
      those agreements required to be disclosed or expressly excepted pursuant to
      clauses (i) through (xiv) above).




(b)  All
      of
      the contracts, agreements and instruments set forth or required to be set forth
      on the attached Contracts
      Schedule ,
      including without limitation all contracts or agreements between the Company
      and
      its Subsidiaries and the 15 largest suppliers and customers of the Company
      and
      its Subsidiaries (as measured by dollar volume of business during 2006), are
      referred to herein as the “Material Contracts” and are in full force and effect,
      and are valid, binding and enforceable in accordance with their respective
      terms, except as designated on such Schedule and except as such enforceability
      may be limited by a Legal Requirement affecting creditors’ rights (including
      bankruptcy, insolvency, reorganization and moratorium limitations). Except
      as
      set forth on the Contracts
      Schedule or the Conflicts
      Schedule ,
      to the
      Knowledge of the Company, no event has occurred that, with notice, the passage
      of time or both, would constitute a default by the Company, any Subsidiary
      or
      any other party under, or failure of the Company, any Subsidiary or any other
      party to comply with a material provision of, any of the Material Contracts,
      or
      otherwise give any party a right of termination or material modification
      thereof. None of the Company, the Subsidiaries or, to the Knowledge of the
      Company, the other party or parties to any Material Contract (i) is in default
      under the terms of any Material Contract, (ii) has received a written or, to
      the
      Company’s Knowledge, oral notice that it is in default under, or not in material
      compliance with, any provision of any Material Contract or (iii) has delivered
      any written notice to another party alleging any default under, or failure
      to
      comply with any material provision of any Material Contract.




30




(c)  The
      Purchaser has been supplied with a true and correct copy of each written
      Material Contract, together with all amendments, waivers or other changes
      thereto and, to the Company’s Knowledge, any material correspondence with
      respect thereto. To the Knowledge of the Company, no material supplier to or
      landlord of the Company or any Subsidiary, or any Government Entity, has taken,
      and neither the Company nor any Subsidiary has received any written or, to
      the
      Company’s Knowledge, oral notice that, any material supplier to or landlord of
      the Company or any Subsidiary, or any Government Entity, contemplates taking,
      any steps to terminate or materially and adversely alter the business
      relationship of the Company with such supplier, landlord or Government
      Entity.




**Section
      4.18**  **Broker** **age**




Except
      for the fees payable to: (a) Harris Williams & Co., which shall be paid in
      accordance with Section
      1.4(a)(ii) on the
      Closing Date; and (b) Paul R. Dupee, Jr. pursuant to the Letter Agreement with
      Allied Capital Corporation dated November 14, 2003, which fees shall be payable
      by the Company from and after the Closing pursuant to an assignment and
      assumption agreement to be entered into between Allied Capital Corporation
      and
      the Company prior to the Closing Date, neither the Company nor any of its
      Subsidiaries has any liability or obligation to pay any fees or commissions
      to
      any broker, finder, or agent with respect to the transactions contemplated
      by
      this Agreement for which the Purchaser could become liable or
      obligated.




**Section
      4.19**  **Bank
      Accounts**




The Bank
      Accounts Schedule lists
      each bank, trust company, savings institution, brokerage firm, mutual fund
      or
      other financial institution with which the Company or any Subsidiary has an
      account or safe deposit or lock box and the names and identification of all
      persons authorized to draw on it or to have access to it.




**Section
      4.20**  **Accuracy
      on Closing Date**




Each
      representation and warranty set forth in this Article
      IV and all
      information contained in any certificate delivered by or on behalf of the
      Company pursuant to this Agreement shall be true and correct in all material
      respects as of the time of the Closing as though then made (giving effect to
      any
      amended and restated Schedule to this Agreement submitted to the Purchaser
      prior
      to the Closing in accordance with Section
      5.4 ),
      except: (a) as affected by the transactions expressly contemplated by this
      Agreement; and (b) to the extent that such representation and warranty relates
      solely to an earlier date.




31




**Section
      4.2** **1**  **No
      Additional Representations**




Except
      as
      otherwise expressly set forth in Article
      IV of this
      Agreement, the Company and the Sellers expressly disclaim any representations
      or
      warranties of any kind or nature, express or implied, as to the condition,
      value
      or quality of the Business or the assets of the Business, and the Company and
      the Sellers specifically disclaim any representation or warranty of
      merchantability, usage, suitability or fitness for any particular purpose with
      respect to the assets of the Business, or any part thereof, or as to the
      workmanship thereof, or the absence of any defects therein, whether latent or
      patent.




**ARTICLE
      V.**


**COVENANTS
      AND OTHER AGREEMENTS**





**Section
      5.1**  **General** **;
      Consents; Airport Estoppels**




(a)  From
      the
      date of this Agreement through the Closing, each of the Parties shall use its
      commercially reasonable efforts to take all action and to do all things
      necessary, proper, or advisable in order to consummate and make effective the
      transactions contemplated by this Agreement (including satisfaction, but not
      waiver, of the closing conditions set forth in Article
      VII below
      and receipt of all required third party consents).




(b)  The
      Company and the Purchaser shall use commercially reasonable efforts to obtain,
      as promptly as practicable, estoppel letters (each an “Airport Estoppel”)
      substantially in the form of Exhibit C, with
      such modifications as are reasonably agreed to by the Company and the Purchaser
      to address particular circumstances of a particular airport authority, from
      the
      airport authorities listed on the attached Airport
      Estoppel Schedule .




(c)  In
      furtherance of the foregoing, the Sellers covenant and agree (with the
      cooperation of the Purchaser) to prepare and submit the Airport Estoppels to
      the
      airport authorities listed on the attached Airport
      Estoppel Schedule within
      ten (10) Business Days following the Execution Date; provided, that, in no
      event
      shall any Airport Estoppel be submitted before Macquarie Infrastructure Company,
      Inc. has, in accordance with applicable Legal Requirements, issued a press
      release announcing the transactions contemplated hereby, which shall be released
      within four (4) Business Days following the Execution Date. The Purchaser will
      be available on 36-hour notice from the Company to meet with representatives
      from the airport authorities. All contact with the airport authorities regarding
      the Airport Estoppels will be coordinated through the Company. Purchaser will
      furnish the airport authorities with such evidence and assurances as the airport
      authorities reasonably request regarding the Purchaser’s structure,
      organization, creditworthiness, insurance coverage and operating
      experience.




(d)  In
      the
      event that any airport authority to which an Airport Estoppel is delivered
      pursuant to Section
      5.1(c) does not
      respond to the estoppel request within sixty-five (65) days following the
      Execution Date, each such airport authority that is designated as a “Required
      Authority” on the attached Airport
      Estoppel Schedule (each,
      unless and until removed from the attached Airport
      Estoppel Schedule in
      accordance with this Section
      5.1(d) ,
      a
“Required Authority”) shall be automatically removed as a Required Authority
      from the attached Airport
      Estoppel Schedule .
      In the
      event that an airport authority has not responded to an estoppel request within
      forty (40) days following the Execution Date, the Company shall use commercially
      reasonable efforts to provide the Purchaser and its representatives with access
      to such airport authority to permit the Purchaser an opportunity to obtain
      a
      response to the estoppel request within the prescribed 65-day period. In the
      event that any airport authority to which an Airport Estoppel is delivered
      pursuant to Section
      5.1(c) advises
      the Company or the Purchaser within sixty-five (65) days following the Execution
      Date that: (i) it does not, as a matter of policy or otherwise, respond to
      requests for estoppel or furnish estoppel letters; or (ii) it does not agree
      to
      the form of Airport Estoppel for reasons other than an assertion by such airport
      authority of a material violation or breach of the FBO Lease by the Company
      or a
      Subsidiary, each such airport authority that is a Required Authority shall
      be
      automatically removed as a Required Authority from the attached Airport
      Estoppel Schedule .
      The
      removal of any Required Authority from the attached Airport
      Estoppel Schedule pursuant
      to this Section 5.1(d) is
      referred to as an “Automatic Elimination.”




32




(e)  In
      the
      event that an Airport Estoppel is not received from any Required Authority
      within ninety-five (95) days following the Execution Date and such airport
      authority has not been subject to an Automatic Elimination pursuant to Section
      5.1(d) ,
      the
      Purchaser may on or before the fifth (5 th )
      day
      following such ninety-fifth (95 th )
      day
      elect to remove such airport authority from the list of Required Authorities
      on
      the attached Airport
      Estoppel Schedule .
      In the
      event that the Purchaser elects not to remove any such airport authority from
      the list of Required Authorities on the attached Airport
      Estoppel Schedule ,
      the
      Seller Representative may, on or before the tenth (10 th )
      day
      following such ninety-fifth (95 th )
      day
      after the Execution Date, terminate this Agreement or extend the estoppel period
      with respect to such airport authority for an additional 30-day period ending
      on
      the one hundred twentieth-fifth (125th) day after the Execution Date. In the
      event such Airport Estoppel has not been obtained within one hundred twenty-five
      (125) days after the Execution Date, the Seller Representative may elect to
      extend such estoppel period for an additional thirty (30) days ending on the
      one
      hundred fifty-fifth (155th) day after the Execution Date or terminate this
      Agreement, unless the Purchaser waives compliance for purposes of the Closing.
      In the event such Airport Estoppel has not been obtained within one hundred
      fifty-five (155) days after the Execution Date, the Seller Representative may
      elect to extend such estoppel period for up to an additional thirty (30) days
      ending on the one hundred eighty-fifth (185th) day after the Execution Date
      or
      terminate this Agreement, unless the Purchaser waives compliance for purposes
      of
      the Closing. Notwithstanding the foregoing, in the event that an Airport
      Estoppel is not received from a Required Authority within one hundred
      twenty-five (125) days after the Execution Date, the Seller Representative
      shall
      have the right to designate and remove, subject to the limitation below, one
      such Airport Estoppel from a Required Authority (a “Seller Elimination”) by
      providing notice thereof to the Purchaser on or prior to the one hundred
      eighty-fifth (185th) day after the Execution Date. A Seller Elimination will
      only be available with respect to an Airport Estoppel from any of the Required
      Authorities set forth on the attached Seller
      Elimination Schedule .
      If any
      Airport Estoppel has not been obtained from any Required Authority (excluding
      any Required Authority subject to an Automatic Elimination and any Required
      Authority subject to a Seller Elimination) within one hundred eighty-five (185)
      days following the Execution Date, the Purchaser or the Seller Representative
      may terminate this Agreement.




(f)  In
      the
      event that any Required Authority responds to the estoppel request within
      sixty-five (65) days following the Execution Date and indicates that consent
      is
      required of such Required Authority (notwithstanding the absence of any consent
      requirement in the FBO Lease between such airport authority and the Company)
      in
      connection with the transactions contemplated by this Agreement, the Company
      and
      the Purchaser shall use commercially reasonable efforts to obtain, as promptly
      as practicable, consent from such Required Authority. These efforts would
      include submitting a consent request in the form requested by the Required
      Authority or, if the Required Authority does not request a particular form,
      in a
      form reasonably acceptable to the Purchaser and the Seller Representative.
      If a
      Required Authority conditions its consent on making modifications to the
      applicable FBO Lease, the Purchaser will agree to such modifications as long
      as
      the modifications do not materially impact the Business or consolidated
      financial results, including as a result of material obligations to finance
      capital expenditures imposed by a Required Authority. If any consent requested
      of a Required Authority is not obtained from such Required Authority within
      ninety-five (95) days following the Execution Date, the Purchaser may on or
      before the fifth (5 th )
      day
      following such ninety-fifth (95 th )
      day
      elect to remove such airport authority from the list of Required Authorities
      on
      the attached Airport
      Estoppel Schedule .
      In the
      event that the Purchaser elects not to remove any such airport authority from
      the list of Required Authorities on the attached Airport
      Estoppel Schedule ,
      the
      Seller Representative may, on or before the tenth (10 th )
      day
      following such ninety-fifth (95 th )
      day
      after the Execution Date, terminate this Agreement or extend the consent period
      with respect to such airport authority for an additional 30-day period. In
      the
      event such consent has not been obtained during such additional 30-day period,
      the Seller Representative may elect to extend such consent period for an
      additional thirty (30) days or terminate this Agreement, unless the Purchaser
      waives compliance for purposes of Closing. In the event such consent has not
      been obtained during such additional 30-day period, the Seller Representative
      may elect to extend such consent period for up to an additional thirty (30)
      days
      or terminate this Agreement, unless the Purchaser waives compliance for purposes
      of the Closing. If a requested consent has not been obtained from any Required
      Authority within one hundred eighty-five (185) days following the Execution
      Date, the Purchaser or the Seller Representative may terminate this
      Agreement.




33




(g)  Except
      as
      expressly provided above, in no event shall the Purchaser, the Sellers, the
      Company or its Subsidiaries be obligated to: (i) make any payments to obtain
      any
      Airport Estoppel or consent; or (ii) accept or obtain any change in the terms
      of
      an FBO Lease to obtain any Airport Estoppel or consent.




(h)  The
      Company will use commercially reasonable efforts to assist the Purchaser with
      obtaining replacement licenses and associated permits, and any associated
      required consents or approvals, in each case, from the Federal Communications
      Commission as of or following the Closing to enable the Company and the
      Subsidiaries to continue to operate the Business immediately following Closing
      insofar as matters related to the Federal Communications Commission is concerned
      in a manner consistent in all material respects with its operation prior to
      Closing, which efforts shall include providing the Purchaser with information
      about the Company and its Subsidiaries as may be required for such licenses,
      permits, consents or approvals.




34




**Section
      5.2**  **Operation
      of Business**




From
      the
      date of this Agreement through the Closing, except as permitted or required
      by
      the other terms of this Agreement or the Transaction Documents or consented
      to
      or approved in writing by the Purchaser, which consent or approval shall not
      be
      unreasonably withheld or delayed, the Company shall conduct and cause the
      Subsidiaries to conduct the Business in all material respects consistent with
      their past practices including with respect to managing working capital,
      collection of accounts receivable and payment of accounts payable. Without
      limiting the foregoing, without the consent or approval of the Purchaser, which
      consent or approval will not be unreasonably withheld, neither the Company
      nor
      any Subsidiary shall, except as otherwise permitted or required by the other
      terms of this Agreement:




(a)  amend
      its
      charter documents, other than as set forth in Section
      5.21 hereof;




(b)  change
      the number of its shares of authorized or issued capital stock (or other
      authorized capital) or issue, grant or sell any equity interests (or options
      or
      warrants) or any other securities or obligations convertible into or
      exchangeable for shares of its capital stock, other than as set forth in Section
      5.21 and Section
      7.1(j) hereof;




(c)  except
      for the disposition of the Excluded Assets, declare or pay dividends or make
      any
      other distributions in respect of its capital stock, or purchase, redeem or
      otherwise acquire or retire for value (unless such purchase, redemption or
      acquisition is funded exclusively by a shareholder of the Company as of the
      date
      hereof) any shares of its capital stock, other than as set forth in Section
      7.1(j) hereof;




(d)  mortgage,
      pledge or subject to any lien (other than a Permitted Lien), any of the assets
      or properties of the Company or any Subsidiary;




(e)  settle
      any litigation, action or claim other than (i) claims involving less than
      $200,000 in the aggregate or (ii) settlements settled through insurance
      proceeds;




(f)  other
      than in the ordinary course of business or except as required by applicable
      Legal Requirements or Benefit Plans or as set forth on section (f) of the Interim
      Operations Schedule ,
      (i)
      increase the annual level of compensation of any executive officer or other
      employee of the Company or the Subsidiaries, (ii) grant any bonus, benefit
      or
      other direct or indirect compensation to any executive officer or other
      employee, (iii) materially increase the coverage or benefits available under
      any
      (or create any new) severance pay, termination pay, vacation pay, company
      awards, salary continuation for disability, sick leave, deferred compensation,
      bonus or other incentive compensation, insurance, pension or other employee
      benefit plan or arrangement made to, for, or with any of the executive officers
      or other employee of the Company or any of its Subsidiaries or otherwise modify
      or amend or terminate any such plan or arrangement or (iv) enter into any
      employment, deferred compensation, severance, consulting, non-competition or
      similar agreement (or amend any such agreement) involving any executive officer
      or other employee;




35




(g)  make,
      change or revoke any election in respect of Taxes, change an annual accounting
      period, make any agreement or settlement with any Government Entity, file any
      amended Tax Return, surrender any right to claim a refund of Taxes, or consent
      to any extension or waiver of the limitation period applicable to any Tax claim
      or assessment;




(h)  except
      as
      may be required as a result of applicable Legal Requirements or under GAAP,
      change in any material respect any accounting method;




(i)  sell,
      assign, lease or otherwise dispose of any of its assets or properties (other
      than the Excluded Assets), except in the ordinary course of
      business;




(j)  terminate,
      amend or fail to renew any material permit other than in the ordinary course
      of
      business and consistent with past practice;




(k)  terminate,
      amend or fail to renew any insurance policies other than in the ordinary course
      of business and consistent with past practice;




(l)  commit
      a
      breach of or fail to perform material obligations under, or except as set forth
      on section (l) of the Interim
      Operations Schedule ,
      amend,
      modify or terminate any Material Contract or Real Property Lease without the
      Purchaser’s prior written consent, provided, that, the foregoing shall not
      preclude the Company or any Subsidiary from amending or modifying a Material
      Contract or Real Property Lease without the Purchaser’s prior written consent if
      such amendment or modification (i) is in the ordinary course of business, (ii)
      is not adverse to the Company or any Subsidiary and (iii) the Company provides
      the Purchaser with prompt written notice after such amendment or
      modification;




(m)  other
      than in the ordinary course of business, waive or release any material right
      or
      claim in favor of the Company or any Subsidiary or cancel or waive any debts
      or
      claims against any officer, manager or employee of the Company or any
      Subsidiary;




(n)  other
      than with respect to the Excluded Assets, engage in any MRO Activities;
      or




(o)  take
      or
      agree to take any of the actions described above.




**Section
      5.3**  **Access
      to Records** **;
      Assistance**




(a)  From
      the
      date of this Agreement through the Closing, subject to the terms of the
      Confidentiality Agreement, the Company shall, and shall cause its Subsidiaries
      to, permit the Purchaser to have access at reasonable times, and in a manner
      so
      as not to interfere with the normal business operations of the Company and
      its
      Subsidiaries, to all books, records (including tax records), contracts, and
      documents of or pertaining to the Business. Without the prior written consent
      of
      the Company, the Purchaser shall not contact any of the Company’s directors,
      officers or employees, any airport authorities, or any suppliers to, or
      customers of, the Company or any Subsidiary with respect to the transactions
      contemplated hereby.




36




(b)  On
      or
      before the 45th day following the end of each fiscal quarter ending on or before
      the Closing (to the extent such 45th day falls on a date prior to the Closing
      Date), the Company will furnish to the Purchaser an unaudited quarterly
      consolidated balance sheet of the Company and its Subsidiaries as of the end
      of
      such fiscal quarter, and the related unaudited statements of cash flow and
      income for the quarter then ended. On or before the 30th day following the
      end
      of each month ending on or before the Closing (to the extent such 30th day
      falls
      on a date prior to the Closing Date), the Company will furnish to the Purchaser
      an unaudited monthly consolidated balance sheet of the Company and its
      Subsidiaries as of the end of such month, and the related unaudited statements
      of cash flow and income for the month then ended, in a form consistent with
      monthly financial statements historically prepared by the Company. The Company
      shall use commercially reasonable efforts, at the Purchaser’s sole cost and
      expense, to obtain comfort letters from the Company’s accountants regarding
      information about the Company and the Subsidiaries as reasonably requested
      by
      the Purchaser in order to comply with disclosure requirements applicable to
      any
      of the Purchaser’s Affiliates, and the consent of such accountants to the
      inclusion of that information in appropriate filings with the Securities and
      Exchange Commission. If the Closing occurs after June 30, 2007, the Company
      will
      furnish to the Purchaser, promptly after the issuance of the audit report
      thereof by its accountants, the audited consolidated balance sheet of the
      Company and its Subsidiaries and related statements of cash flow and income
      for
      the fiscal year ended June 30, 2007, prepared in accordance with GAAP applied
      on
      a consistent basis. The Parties acknowledge and agree that a material inducement
      to the Company and Sellers entering into this Agreement is the absence of a
      condition to closing predicated upon the Purchaser’s ability to obtain financing
      to consummate the transactions contemplated by this Agreement. Accordingly,
      the
      closing of the transactions contemplated by this Agreement shall not be
      conditioned upon the receipt of any such financing, and the Purchaser hereby
      agrees that absent willful or intentional breach of this Section
      5.3(b) by the
      Company the condition set forth in the last clause of Section
      7.1(a) shall be
      deemed satisfied. The Company and its Subsidiaries will cooperate, and will
      cause the Company’s accountants and other representatives to cooperate, with the
      Purchaser and its accountants and other representatives, at the Purchaser’s sole
      cost and expense, to provide information and access to employees of the Company
      and its Subsidiaries to assist the Purchaser and its accountants and other
      representatives with the preparation of financial statements for and other
      disclosure about the Company and its Subsidiaries that are compliant with
      Regulation S-X of the Securities Act or otherwise in accordance with applicable
      Legal Requirements or listing agreements with securities exchanges; provided,
      however, that: (i) the preparation of financial statements for and other
      disclosure about the Company and its Subsidiaries that are compliant with
      Regulation S-X of the Securities Act or otherwise in accordance with applicable
      Legal Requirements or listing agreements with securities exchanges is not a
      condition to Closing; and (ii) the failure to have financial statements prepared
      for and other disclosure about the Company and its Subsidiaries that are
      compliant with Regulation S-X of the Securities Act or otherwise in accordance
      with applicable Legal Requirements or listing agreements with securities
      exchanges shall not be a breach of the covenant set forth above.




(c)  From
      and
      after the Execution Date, the Seller Representative shall cooperate fully (and
      prior to the Closing shall cause the Company and the Subsidiaries to cooperate
      fully), as and to the extent reasonably requested by the Purchaser, in
      connection with the filing of Tax Returns. From and after the Closing Date,
      the
      Seller Representative shall cooperate fully, as and to the extent reasonably
      requested by the Purchaser, in connection with the filing of Tax Returns and
      any
      audit, litigation or other proceeding with respect to Taxes. In each case,
      such
      cooperation shall include the retention and (upon the Purchaser’s request) the
      provision of records and information which are reasonably relevant to any such
      Tax Return filing, audit, litigation or other proceeding and making employees
      available on a mutually convenient basis to provide additional information
      and
      explanation of any material provided hereunder. The Purchaser shall reimburse
      the Seller Representative for reasonable out-of-pocket expenses incurred by
      the
      Seller Representative in connection with its compliance with this Section
      5.3(c) .




37




(d)  From
      the
      date of this Agreement through the Closing, the Sellers and the Company shall
      promptly notify the Purchaser if the City of Atlanta initiates a formal request
      for proposal process or similar request regarding the rental of real property for
      FBO operations or related business at
      the
      Hartsfield-Jackson Atlanta International Airport (the “Atlanta Hartsfield FBO”).
      The Sellers and the Company shall permit the Purchaser to be involved in all
      aspects of the preparation and submission to the City of Atlanta of any proposal regarding
      a new lease or extension or modification of the existing lease at the
      Atlanta Hartsfield FBO, and shall not submit, or allow to be submitted by any
      of
      their respective Affiliates, any such proposal without the prior written consent
      of the Purchaser, such consent not to be unreasonably withheld, delayed or
      conditioned.




**Section
      5.4**  **Notice
      of Developments**




(a)  From
      the
      date of this Agreement through the Closing, the Sellers and the Company shall
      promptly notify the Purchaser in writing if any representation or warranty
      of
      the Sellers or the Company set forth in this Agreement was untrue when made;
      provided, that, no such notice shall affect the representations, warranties,
      covenants or agreements of the Sellers or the Company or the conditions to
      the
      obligations of the Parties under this Agreement.




(b)  From
      the
      date of this Agreement through the Closing, the Sellers and the Company shall
      promptly notify the Purchaser in writing of any development causing a breach
      of
      any of the representations and warranties in Articles
      III or IV above.
      Unless the Purchaser terminates this Agreement pursuant to Section
      9.1 below
      within ten (10) Business Days after receiving notification of such development:
      (i) the written notice pursuant to this Section 5.4 shall be
      deemed to have amended the Schedules, to have qualified the representations
      and
      warranties contained in Articles
      III or IV above,
      and to have cured any misrepresentation or breach of warranty that otherwise
      might have existed hereunder by reason of the development; (ii) the Purchaser
      shall be deemed to have waived both its right to terminate this Agreement and
      the closing condition set forth in Section
      7.1 with
      respect to the matters disclosed in such updated disclosure Schedule ;
      and
      (iii) the Purchaser shall be precluded from asserting any claims against the
      Company or any of the Sellers, whether before or after the Closing, by reason
      any such development.




(c)  From
      the
      date of this Agreement through the Closing, the Purchaser shall promptly notify
      the Sellers in writing if any representation or warranty of the Purchaser set
      forth in this Agreement was untrue when made or subsequently has become untrue;
      provided that no such notice shall affect the representations, warranties,
      covenants or agreements of the Purchaser or the conditions to the obligations
      of
      the Parties under this Agreement.




38




**Section
      5.5**  **Public
      Announcements**




From
      the
      date of this Agreement through the Closing, neither the Company nor the Sellers,
      on the one hand, or the Purchaser, on the other hand, shall make, or permit
      any
      agent or Affiliate to make, any public statements, including, without
      limitation, any press releases, with respect to this Agreement and the
      transactions contemplated hereby without the prior written consent of the other,
      except as may be required by Legal Requirement or any listing agreements with
      securities exchanges. The Purchaser, on the one hand, and the Sellers and the
      Company, on the other hand, shall jointly agree on the content and substance
      of
      all public announcements concerning the transactions contemplated hereby.
      Notwithstanding the foregoing: (a) the Sellers and the Company hereby consent
      to
      the disclosure by the Purchaser and its Affiliates of information regarding
      the
      Company, the Subsidiaries and the Business, to the extent contemplated by Section
      5.3(b) (it
      being acknowledged and agreed by the Sellers that the Purchaser and its
      Affiliates may disclose such information in connection with any registered
      offering they may pursue following prior notice to the Sellers and the Company
      of such disclosure) and provided such disclosure is made in accordance with
      and
      pursuant to Legal Requirements (including applicable federal securities laws
      and
      stock exchange listing rules); and (b) the Purchaser hereby consents to the
      disclosure by the Sellers and the Company of information regarding the Purchaser
      and its Affiliates, provided such disclosure is made in accordance with and
      pursuant to Legal Requirements (including applicable federal securities laws
      and
      stock exchange listing rules).




**Section
      5.6**  **HSR
      Act**




In
      connection with the transactions contemplated by this Agreement, the Parties
      shall comply promptly with the notification and reporting requirements of the
      HSR Act and use all commercially reasonable efforts to obtain early termination
      of the waiting period under the HSR Act. The Parties shall comply with any
      additional request for information, including requests for production of
      documents and production of witnesses for interviews or depositions, by any
      antitrust authority. Without limiting the foregoing, the Purchaser and the
      Company shall use commercially reasonable efforts to cooperate and oppose any
      preliminary injunction sought by any Government Entity under the HSR Act
      preventing the consummation of the transactions contemplated by this Agreement;
      provided, that, neither the Company nor the Purchaser will be required to divest
      any of its assets in connection with these efforts. The Purchaser shall pay
      the
      fees associated with filings under the HSR Act.




**Section
      5.7**  **Transaction
      Expenses; Transfer Taxes**




Each
      of
      the Purchaser, on the one hand, and the Sellers, on the other hand, shall bear
      their own costs and expenses (including legal fees and expenses) incurred in
      connection with this Agreement and the transactions contemplated hereby, except
      that the Purchaser shall pay all statutory filing fees associated with
      compliance under the HSR Act. The Purchaser shall pay any and all transfer
      taxes, stamp and recording taxes, sales, use and gross receipts taxes and other
      miscellaneous closing fees or costs associated therewith; provided, however,
      that the Sellers shall pay any and all such transfer taxes, fees and expenses
      associated with the distribution of the Excluded Assets or such expenses, to
      the
      extent not paid as of the Closing, shall be included as current liabilities
      of
      the Company and its Subsidiaries in the determination of Net Working Capital.
      Other miscellaneous expenses and any title insurance premiums, and certification
      costs and other miscellaneous expenses in connection therewith, if any, shall
      be
      paid by the Purchaser. To the extent that any of the airport authorities incur
      out-of-pocket fees and expenses to respond to the estoppel letters described
      in Section
      5.1 for
      which such airport authorities require reimbursement, the Purchaser shall bear
      the sole responsibility for the payment of such fees and expenses.




39




**Section
      5.8**  **Further
      Assurances**




From
      and
      after the Closing, the Purchaser, the Company and each of the Sellers shall
      execute and deliver such further instruments of conveyance and transfer and
      take
      such other action as reasonably may be necessary to further effectuate the
      transactions contemplated by the Transaction Documents.




**Section
      5.9**  **Record
      Retent** **i** **on**




The
      parties agree that for a period of seven (7) years after the Closing Date,
      without the prior written consent of the Sellers, neither the Purchaser nor
      any
      of its Affiliates shall dispose of or destroy any of the books and records
      purchased hereunder which may be relevant to any legal, regulatory or tax audit,
      investigation, inquiry or requirement of any of the Sellers without first
      offering such records to the Sellers.




**Section
      5.10**  **Indemnification
      of Directors and Officers**




(a)  The
      Purchaser agrees that all rights to indemnification for acts or omissions
      occurring prior to the Closing Date now existing in favor of the current or
      former directors and officers of the Company and the Subsidiaries currently
      indemnified by the Company and the Subsidiaries (collectively, the “Covered
      Persons”) as of the date hereof pursuant to the respective charter documents,
      bylaws, limited liability company operating agreements, individual indemnity
      agreements, board resolutions or otherwise, to the extent set forth on the
      attached D&O
      Indemnification Schedule ,
      shall
      survive the transactions contemplated by this Agreement and shall continue
      in
      full force and effect in accordance with their terms (to the extent set forth
      on
      the attached D&O
      Indemnification Schedule ),
      but
      solely with respect to claims by Persons other than the parties to this
      Agreement, for a period of not less than six (6) years from the Closing Date.
      The Purchaser and the Company shall not amend, repeal or otherwise modify such
      arrangements in any manner that would adversely affect the rights of the Covered
      Persons thereunder with respect to indemnification for claims by Persons other
      than the parties to this Agreement.




(b)  The
      Purchaser shall cause the Company and the Subsidiaries to honor, to the fullest
      extent permitted by applicable Legal Requirements, all of the Company’s
      obligations and the Subsidiaries’ obligations to indemnify (including any
      obligations to advance funds for expenses) the Covered Persons for acts or
      omissions by such Covered Persons occurring prior to the Closing Date to the
      extent that such obligations of the Company exist on the date of this Agreement,
      whether pursuant to charter documents, bylaws or limited liability company
      operating agreements of the Company or any Subsidiary, individual indemnity
      agreements, board resolutions or otherwise, but solely to the extent described
      on the attached D&O
      Indemnification Schedule and with
      respect to claims by Persons other than the parties to this Agreement, and
      such
      obligations shall survive the Closing and shall continue in full force and
      effect in accordance with the terms of such arrangements until the expiration
      of
      the applicable statute of limitations with respect to any claims by Persons
      other than the parties to this Agreement against such Covered Persons arising
      out of such acts or omissions; provided, however, that such indemnification
      rights shall not apply to any Covered Person with respect to any liability
      that
      such Covered Person is obligated to indemnify the Purchaser under Article
      VI of this
      Agreement.




40




**Section
      5.11**  **Restrictive
      Covenants**




(a)  During
      the period beginning on the Closing Date and ending on the second anniversary
      thereof, each Seller (other than any Seller who continues to be employed by
      the
      Company or any Subsidiary after the Closing) agrees, solely with respect to
      itself, not to directly or through a direct or indirect subsidiary or Affiliate
      thereof: (i) purchase, invest in or fund any FBO at any of the locations at
      which the Company or a Subsidiary owns or operates an FBO as of the Closing
      Date
      (excluding any FBO for which the assets related thereto are distributed from
      the
      Company or a Subsidiary to the Sellers or their Affiliates in accordance with
      this Agreement prior to the Closing Date) (an “Acquired FBO”); or (ii) open for
      business, invest in, fund or otherwise assist the establishment of any new
      FBO
      at any of the locations at which the Company or a Subsidiary owns or operates
      an
      Acquired FBO.




(b)  Notwithstanding
      the restrictions set forth in Section
      5.11(a) ,
      any
      Seller may: (i) own, solely as an investment, up to five percent of any class
      of
      securities of any Person if such securities are listed on any national or
      regional securities exchange so long as such Seller is not a director or officer
      of such Person; (ii) be employed by an entity that has operations that would
      otherwise violate Section
      5.11(a) if such
      Seller’s position and job function with such entity do not involve such
      operations; (iii) be employed by the Purchaser or any of its Affiliates; (iv)
      own, operate, manage, lease, sell, transfer or otherwise dispose of the Excluded
      Assets; and (v) own, operate, manage, lease, sell, transfer or otherwise dispose
      of any aircraft maintenance operations.




(c)  Each
      Seller specifically acknowledges and agrees that the breach by such Seller
      of
      its covenants contained in this Section
      5.11 may
      cause the Purchaser irreparable harm that is not compensable solely in monetary
      damages. Each Seller acknowledges and agrees that it is essential to the
      effective enforcement of this provision that the Purchaser be entitled to the
      remedy of an injunction and it agrees to the granting of such an injunction,
      without any showing of damages or posting of any bond, in the event of a breach
      by such Seller of the terms of this provision.




(d)  A
      breach
      of this Section
      5.11 by any
      particular Seller shall not be imputed to the other Sellers.




**Section
      5.12**  **Distribution
      of Excluded Assets**




On
      or
      prior to the Closing Date, the Company and the Subsidiaries shall distribute
      to
      the Sellers or their Affiliates the Excluded Assets; provided, that, the terms
      and conditions of the disposition of the Excluded Assets do not impose on the
      Purchaser, the Company or any Subsidiary any limitation, restriction, obligation
      or liability that is adverse to the Purchaser, the Company or any Subsidiary,
      and the documentation for such transaction includes an unconditional release
      by
      the purchaser, transferee, distributee or assignee of any and all claims against
      the Purchaser, the Company and the Subsidiaries with respect to the Excluded
      Assets or arising from, related to, or in connection with such sale, transfer,
      distribution, assignment or other disposition.




41




**Section
      5.13**  **Use
      of Certain Trade Names and Trademarks**




During
      the period beginning on the Closing Date and ending on the second anniversary
      thereof, the Purchaser and its Affiliates shall have a nonexclusive,
      royalty-free license to use the names “Corporate Wings” and “Fuel on Demand” and
      the related trademarks solely with respect to the operation of the Business,
      subject to the terms and conditions of the License Agreement attached as Exhibit
      E hereto.




**Section
      5.14**  **No
      Shop**




From
      the
      date of this Agreement through the Closing or earlier termination of this
      Agreement: (a) each Seller agrees not to sell or otherwise transfer any Initial
      Closing Shares, Ricci Shares or Option Shares to any other Person, except as
      provided in Section
      5.2(c) ;
      and (b)
      each Seller and the Company agree not to, directly or indirectly, solicit,
      initiate or participate in any manner in discussions or negotiations with,
      or
      provide any information or assistance to any Person or group of Persons other
      than the Purchaser and its Affiliates concerning (i) any acquisition of an
      equity interest in, or in a merger, consolidation, liquidation, dissolution
      or
      disposition of the Company, any Subsidiary or any of their respective assets
      (other than the Excluded Assets), or (ii) any disposition of any of such
      Seller’s Initial Closing Shares, Ricci Shares or Option Shares (other than
      pursuant to the transactions contemplated by this Agreement), and each Seller
      and the Company agree not to, directly or indirectly, assist or participate
      in,
      facilitate or encourage any effort or attempt by any other Person to do or
      seek
      to do any of the foregoing.




**Section
      5.15**  **Securities
      Laws**




(a)  The
      Purchaser acknowledges that it is aware (and that it shall make its directors,
      officers, employees, agents and representatives who know about the transactions
      contemplated by this Agreement aware) of the restrictions imposed by the United
      States federal securities laws and other applicable foreign and domestic laws
      on
      a person possessing material nonpublic information. The Purchaser hereby agrees
      that neither it nor any of its affiliates or associates (as such terms are
      defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended)
      nor
      their respective representatives who know about the transactions contemplated
      by
      this Agreement shall, directly or indirectly, buy or sell, or assist or
      encourage others (including by providing financing) to buy or sell, any
      securities of Allied Capital Corporation (NYSE: ALD), nor communicate any
      material nonpublic information to any third parties nor take any other action
      in
      violation of such securities laws while it or its representatives are in
      possession of any material nonpublic information. For the purpose of the
      preceding sentence, the terms “buy” and “sell” include the purchase or sale of
      any derivatives, including put or call options, or any other transaction that
      is
      intended to be substantially equivalent economically to a sale or purchase
      of
      securities of Allied Capital Corporation (NYSE: ALD). The Purchaser agrees
      to
      use commercially reasonable efforts to cause its directors, officers, employees,
      agents and representatives who know about the transactions contemplated by
      this
      Agreement to abide by the restrictions set forth in this Section
      5.15(a) .
      The
      Purchaser agrees that this Section
      5.15(a) creates
      an enforceable obligation that shall survive any termination of this
      Agreement .




42




(b)  Each
      of
      the Sellers acknowledges that it is aware (and that it shall make its directors,
      officers, employees, agents and representatives, as applicable, who know about
      the transactions contemplated by this Agreement aware) of the restrictions
      imposed by the United States federal securities laws and other applicable
      foreign and domestic laws on a person possessing material nonpublic information.
      Each Seller hereby agrees that neither it nor any of its affiliates or
      associates (as such terms are defined in Rule 12b-2 under the Securities
      Exchange Act of 1934, as amended) nor their respective representatives who
      know
      about the transactions contemplated by this Agreement shall, directly or
      indirectly, buy or sell, or assist or encourage others (including by providing
      financing) to buy or sell, any securities of Macquarie
      Infrastructure Company Trust (NYSE: MIC) ,
      nor
      communicate any material nonpublic information to any third parties nor take
      any
      other action in violation of such securities laws while it or its
      representatives are in possession of any material nonpublic information. For
      the
      purpose of the preceding sentence, the terms “buy” and “sell” include the
      purchase or sale of any derivatives, including put or call options, or any
      other
      transaction that is intended to be substantially equivalent economically to
      a
      sale or purchase of securities of Macquarie Infrastructure Company Trust (NYSE:
      MIC). Each Seller agrees to use commercially reasonable efforts to cause its
      directors, officers, employees, agents and representatives, as the case may
      be,
      who know about the transactions contemplated by this Agreement to abide by
      the
      restrictions set forth in this Section
      5.15(b) .
      Each
      Seller agrees that this Section
      5.15(b) creates
      an enforceable obligation that shall survive any termination of this
      Agreement.




**Section
      5.16**  **Employee
      Matters**




(a)  For
      purposes of eligibility, vesting and benefits under any vacation and severance
      programs, the Purchaser shall cause the employee benefit plans and programs
      maintained by the Purchaser and its Affiliates to credit the individuals
      employed by the Company and the Subsidiaries on the Closing Date with their
      service with the Company and its Affiliates (and any predecessors) to the extent
      such service was recognized under a similar plan of the Company or a Subsidiary
      as of the Closing.




(b)  The
      Purchaser shall either cause the Company to continue its employee benefit plans
      in effect on the Closing or provide the individuals employed by the Company
      and
      the Subsidiaries on the Closing Date with employee benefit plans on the same
      basis as such plans are provided to comparable employees of the Purchaser and
      its direct or indirect subsidiaries that are engaged in the FBO business. On
      and
      after the Closing Date, the Purchaser shall cause the Company to provide notices
      and continuation coverage as required by the Consolidated Omnibus Budget
      Reconciliation Act of 1985, as amended (“COBRA”), to all M&A qualified
      beneficiaries, as described in COBRA.




(c)  The
      Seller Representative shall timely file IRS Form 5310-A, which will perfect
      the
      right of the Company and its Subsidiaries to be treated as a qualified separate
      line of business for purposes of minimum coverage testing (under Section 410(b)
      of the Code) for the 401(k) Plan for the period beginning on January 1, 2006
      and
      ending on the Closing Date.




43




(d)  From
      the
      date of this Agreement through the Closing or earlier termination of this
      Agreement, the Purchaser and the Seller Representative agree to cooperate with
      each other in good faith to establish a supplemental severance payment plan
      for
      certain employees of the Company and its Subsidiaries whose employment is
      terminated after the Closing. The payments by the Company and its Subsidiaries,
      and applicable taxes and withholding on the payments under the plan, will be
      exclusively funded from a portion of the proceeds of the sale of the Initial
      Closing Shares and the Option Shares, respectively. The funds will be deposited
      into a separate escrow account with the Escrow Agent and the Seller
      Representative will have sole and absolute discretion regarding whether any
      payments are made under the plan, the amount of any such payments and the timing
      of the release of any remaining funds held in escrow. The Purchaser and the
      Seller Representative will work together to establish a plan that will comply
      with all applicable Legal Requirements.




**Section
      5.17**  **Letters
      of Credit**




The
      Purchaser shall use commercially reasonable efforts to replace the outstanding
      letters of credit securing certain leases entered into by the Company or its
      Subsidiaries related to the Business, as listed on the attached Letter
      of Credit Schedule ,
      on or
      prior to the Closing Date. In the event the Purchaser has not replaced any
      one
      or more of such letters of credit before the Closing, it shall provide
      additional letters of credit securing the obligations thereunder.




**Section
      5.18**  **Releases**




As
      of the
      Closing, each Seller hereby fully and irrevocably releases, acquits and forever
      discharges the Company and the Subsidiaries, and each of their respective past,
      present and future officers, directors, partners, general partners, limited
      partners, managing directors, members, stockholders, trustees, representatives,
      employees, principals, agents, Affiliates, parents, subsidiaries (direct and
      indirect), joint ventures, predecessors, successors, assigns, beneficiaries,
      heirs, executors, personal or legal representatives, insurers and attorneys
      of
      any of them from any and all actions, claims, counterclaims, suits, causes
      of
      action, judgments, damages, demands and liabilities, of every kind and nature
      whatsoever, including taxes (including taxes under Sections 409A and 4999 of
      the
      Code), past, present or future, at law or in equity, whether known or unknown,
      contingent or otherwise, relating to or arising out of the ownership or
      acquisition of the Initial Closing Shares, Ricci Shares or Option Shares or
      the
      business and affairs of the Company and the Subsidiaries, in each case, which
      any such Seller had, has or may have had at any time in the past until and
      including the Closing Date, including any claims regarding the allocation and
      distribution of the Purchase Price (collectively, “Released Claims ” ).
      Notwithstanding the foregoing, the Released Claims shall not include
      (i) exculpation and indemnification rights set forth in the Company’s or
      any Subsidiary’s charter documents or any written indemnification agreement, to
      the extent described on the attached D&O
      Indemnification Schedule ,
      (ii)
      any amounts due such Seller for compensation or expense reimbursement, (iii)
      any
      vested and accrued interest of such Seller in, or benefit to such Seller under,
      any Employee Benefit Plan, (iv) rights arising under any Transaction Document,
      other than any claims regarding the allocation and distribution of the Purchase
      Price or (v) rights under directors and officers insurance policies and Section
      5.10 hereof.
      The releases, acquittals and discharges in this Section 5.18 are
      conditioned on the consummation of the Closing.




44




**Section
      5.19**  **Tax
      Matters**




(a)  Notwithstanding
      anything in this Agreement to the contrary, the Sellers shall indemnify the
      Purchaser, the Company and its Subsidiaries and hold them harmless for, from
      and
      against all Losses for: (i) all Taxes of the Company and its Subsidiaries
      imposed by law in respect of any Pre-Closing Tax Period excluding any liability
      for Taxes in respect of any Pre-Closing Tax Period accrued on the Financial
      Statements; (ii) all Taxes for which the Company or any of its Subsidiaries
      is
      liable as a result of having been a member of a consolidated, combined or
      unified group during any Pre-Closing Tax Period (whether or not such Taxes
      relate to a Pre-Closing Tax Period); (iii) all Taxes attributable to the
      distribution or other transfer of the Excluded Assets; and (iv) all Taxes for
      which the Company or any of its Subsidiaries is liable arising out of or
      relating to the sale of the Option or exercise thereof or any of the
      transactions incident to the Option Agreement. The indemnification under this Section
      5.19 shall be
      subject to the limitations set forth in Article
      VI or
      elsewhere in this Agreement. The Sellers shall reimburse the Purchaser
      Indemnified Parties for any Taxes of either the Company or any Subsidiary which
      are the responsibility of the Sellers pursuant to this Section
      5.19(a) at least
      five (5) days prior to payment of such Taxes by the Purchaser, the Company
      or
      any Subsidiary.




(b)  For
      all
      purposes of this Agreement, in the case of any Straddle Period, the Taxes of
      the
      Company and its Subsidiaries shall be computed as if the actual taxable period
      ended on and included the Closing Date, except in the case of ad valorem real
      or
      personal property Taxes, if any, of the Company or its Subsidiaries, which
      shall
      be allocated to the portion of the Straddle Period ending on the Closing Date
      in
      accordance with the ratio of the number of days in such portion to the total
      number of days in the Straddle Period.




(c)  After
      the
      Closing Date, the Purchaser and the Sellers shall provide each other, and the
      Purchaser shall cause the Company and its Subsidiaries to provide the Sellers,
      with such cooperation and information relating to the Company and each of its
      Subsidiaries as either party may reasonably request in: (a) filing any Tax
      Return, amended Tax Return or claim for refund; (b) determining any Tax
      liability or a right to refund of Taxes; (c) conducting or defending any audit
      or other proceeding in respect of Taxes; or (d) effectuating the terms of this
      Agreement. After the Closing Date, each of the Purchaser and the Sellers shall:
      (i) timely sign and deliver such certificates and forms as may be necessary
      or
      appropriate to establish an exemption from (or otherwise reduce), or file Tax
      Returns or other reports with respect to, Taxes described therein; (ii) assist
      the other party in preparing any Tax Returns which such other party is
      responsible for preparing and filing, including giving access, upon reasonable
      request, to information, records and documents necessary to prepare such Tax
      Returns; and (iii) cooperate fully in preparing for any audits of, or disputes
      with any Government Entity regarding, Taxes of the Company or any of its
      Subsidiaries.




45


**Section
      5.20**  **Transition
      Services**




On
      or
      prior to the Closing Date, the Sellers, the Company and the Purchaser shall
      cooperate with each other to determine whether the Sellers, with respect to
      the
      Excluded Assets, or the Purchaser, with respect to the Business, can provide
      certain transition services to the other on mutually agreed terms to facilitate
      the change in ownership and operation of the Excluded Assets and the Business;
      provided, however, that the failure of the Sellers, the Company and the
      Purchaser to enter into an agreement regarding any such transition services
      shall not be a breach of the covenant set forth above.




**Section
      5.21**  **Amendment
      or Restatement of Charter**




The
      Company shall cause its Certificate of Incorporation, as amended, to be amended
      or restated as necessary to create a class of preferred stock with 7,746
      authorized shares having all of the rights, conditions and privileges set forth
      on Exhibit
      H attached
      hereto.




**ARTICLE
      VI.**


**SURVIVAL
      AND INDEMNIFICATION**





**Section
      6.1**  **Survival
      of Representations and Warranties**




All
      of
      the representations and warranties contained in Articles
      II , III and IV above
      shall survive the Closing hereunder for a period of 18 months; provided that the
      representations and warranties set forth in Sections
      3.3, 4.3 and 4.8 shall
      survive the Closing hereunder until the earlier of (x) the date that is sixty
      (60) days after the expiration of the longest applicable statute of limitations
      or (y) the fifth anniversary of the Closing Date. In no event shall any party
      be
      entitled to assert a claim for indemnification under this Article
      VI unless
      such claim is first made on or prior to the 18-month anniversary of the Closing
      Date; provided, however, that such 18-month survival period shall not apply
      to
      any claim based on fraud, pursuant to Section
      5.19(a) or Section
      6.2(b)(iii) ,
      or that
      arises from a breach of the representations in Sections
      3.3, 4.3 and 4.8 ,
      which
      claims may be asserted until the earlier of (x) the date that is sixty (60)
      days
      after the expiration of the longest applicable statute of limitations or (y)
      the
      fifth (5 th )
      anniversary of the Closing Date.




**Section
      6.2**  **Indemnification
      Obligations of the Sellers**




(a)  Subject
      to the other terms of this Article
      VI ,
      from
      and after the Closing, each Seller shall indemnify and hold harmless the
      Purchaser and its Affiliates (including the Company and its Subsidiaries after
      the Closing), stockholders, officers, directors, employees and agents, and
      their
      respective successors and assigns (collectively, the “Purchaser Indemnitees”),
      in respect of any Loss which any Purchaser Indemnitee suffers, sustains or
      becomes subject to as a result of or by virtue of, without
      duplication:




(i)  the
      breach by such Seller of any of the representations and warranties contained
      in Article
      III hereof
      (provided, however, that the Seller Representative is given an Indemnification
      Claim Notice during the applicable survival period specified in Section
      6.1 above);
      and




46




(ii)  the
      breach by such Seller of any of its or his obligations under Section
      5.11 hereof.




(b)  Subject
      to the other terms of this Article
      VI ,
      from
      and after the Closing, the Sellers shall indemnify and hold harmless the
      Purchaser Indemnitees, in respect of any Loss which any Purchaser Indemnitee
      suffers, sustains or becomes subject to as a result of or by virtue of, without
      duplication:




(i)  the
      breach of any of the representations and warranties contained in Article
      IV hereof
      (provided, however, that (A) each Seller’s and the Company’s compliance with the
      covenants contained in this Agreement on or prior to the Closing Date shall
      not
      result in a breach of such representations and warranties and (B) the Seller
      Representative is given an Indemnification Claim Notice during the applicable
      survival period specified in Section
      6.1 above);




(ii)  the
      breach by the Sellers or the Company of any of the covenants made by it or
      him
      in any of the Transaction Documents (other than the obligations under Section
      5.11 );




(iii)  the
      ownership or operation of the Excluded Assets;




(iv)  the
      matters set forth on the Environmental
      Matters Schedule or Litigation
      Schedule and
      marked with an asterisk (*);




(v)  any
      lawsuit first filed against the Company or any of its Subsidiaries after the
      Execution Date and before the Closing Date so long as such lawsuit (A) is
      brought by, and on behalf of, a Person that is not a Purchaser Indemnitee and
      is
      initiated, maintained and prosecuted completely independent of any Purchaser
      Indemnitee and (B) is either based on facts or circumstances (I) related to
      the
      matters described on the Litigation Schedule and marked with an asterisk (*)
      or
      (II) constituting a breach of a representation or warranty by the Sellers or
      the
      Company contained in Article
      III or Article
      IV hereof;
      or




(vi)  (A)
      the
      Company’s failure to timely file, if applicable, the independent auditor’s
      report with the 2005 Form 5500 for the 401(k) Plan or (B) the Company’s failure,
      if any, to comply with the notice requirements of Code Section
      401(k)(12)(D).




**Section
      6.3**  **Indemnification
      Obligations of the Purchaser**




Subject
      to the other terms of this Article
      VI ,
      from
      and after the Closing, the Purchaser shall indemnify and hold harmless the
      Sellers and their respective Affiliates, stockholders, officers, managers,
      directors, employees and agents, and their respective successors and assigns
      (collectively, the “Seller Indemnitees”), in respect of any Loss which any
      Seller Indemnitee suffers, sustains or becomes subject to as a result of or
      by
      virtue of, without duplication:




(a)  the
      breach of any of the representations and warranties of, the Purchaser contained
      in Article
      II hereof
      (provided, however, that the Purchaser is given an Indemnification Claim Notice
      during the applicable survival period specified in Section
      6.1 above);
      or




47




(b)  the
      breach by the Purchaser (or the Company with respect to the period following
      the
      Closing Date) of any of the covenants made by it (or the Company with respect
      to
      the period following the Closing Date) in any of the Transaction
      Documents.




**Section
      6.4**  **Limitations
      on Indemnification**




(a)  Notwithstanding
      anything to the contrary in this Agreement, the terms set forth below in this Section
      6.4 shall
      apply to any claim for monetary damages under Section
      5.19 , Section
      6.2 or Section
      6.3 .
      No
      party shall be entitled to assert any claim for indemnification pursuant to
      Section 6.2(a)(i) , Section
      6.2(b)(i), (iii) or (v) or Section
      6.3(a) unless
      and until the amount of the Losses sustained by such party with respect to
      any
      individual matter exceeds $25,000. In addition, no party shall be obligated
      to
      indemnify another party with respect to any Losses as to which a party is
      otherwise entitled to assert any claim for indemnification pursuant to Section
      6.2(a)(i) , Section
      6.2(b)(i) , Section
      6.2(b)(v) or Section
      6.3(a) unless
      and until the aggregate amount of the Losses attributable to the Purchaser
      Indemnitees or the Seller Indemnitees arising from claims exceeding the $25,000
      threshold above under Section
      6.2(a)(i) , Section
      6.2(b)(i) , Section
      6.2(b)(v) or Section
      6.3(a) ,
      as the
      case may be, exceeds $1,000,000 (the “Basket Amount”); thereafter the
      Indemnifying Party shall indemnify the Purchaser Indemnitees or the Seller
      Indemnitees, as the case may be, for any amounts in excess thereof, subject
      to
      the other limitations set forth below; and provided, further, that, the
      foregoing Basket Amount shall not apply to any claim based on fraud or that
      arises from a breach of the representations in Sections
      3.3, 4.3 and 4.8 .
      Notwithstanding anything in this Agreement to the contrary: (i) no Seller shall
      have any liability under Section
      6.2(a)(i) in
      excess of its or his percentage interest in the Escrow Fund, which percentage
      interest is set forth on an exhibit to the Escrow Agreement, and the Purchaser’s
      sole and exclusive recourse for monetary damages against any Seller related
      thereto shall be limited to such Seller’s percentage interest of the Escrow
      Fund, while such funds remain in the Escrow Fund, except with respect to any
      claim based on fraud or for indemnification arising from a breach by such Seller
      of its or his representations and warranties under Section
      3.3 ,
      which
      liability shall be limited to the portion of the Purchase Price actually
      received by such Seller pursuant to this Agreement; (ii) no Seller shall have
      any liability under Section
      6.2(b) (other
      than with respect to a breach by the Company of its representations and
      warranties under Sections
      4.3 and 4.8 )
      in
      excess of its or his percentage interest in the Escrow Fund, which percentage
      interest is set forth on an exhibit to the Escrow Agreement, and the Purchaser’s
      sole and exclusive recourse for monetary damages against any Seller related
      thereto shall be limited to such Seller’s percentage interest of the Escrow
      Fund, while such funds remain in the Escrow Fund, except with respect to any
      claim based on fraud or pursuant to Section
      6.2(b)(iii) ,
      which
      liability shall be limited to the portion of the Purchase Price actually
      received by such Seller pursuant to this Agreement; and (iii) no Seller shall
      have any liability under Section
      5.19 or with
      respect to a breach by the Company of its representations and warranties under Section
      4.8 in
      excess of the sum of (A) its or his percentage interest in the Escrow Fund,
      which percentage interest is set forth on an exhibit to the Escrow Agreement
      and
      (B) the same such percentage interest in (i) $12,000,000 minus (ii) the
      aggregate amount of all indemnification obligations of the Sellers pursuant
      to Section
      6.2 or Section
      5.19 released
      from the Escrow Fund to Purchaser Indemnitees, and the Purchaser’s sole and
      exclusive recourse for monetary damages against any Seller related thereto
      shall
      be limited to such Seller’s percentage interest of the Escrow Fund while such
      funds remain in the Escrow Fund and the same such percentage interest in (i)
      $12,000,000 minus (ii) the aggregate amount of all indemnification obligations
      of the Sellers pursuant to Section
      6.2 or Section
      5.19 released
      from the Escrow Fund to Purchaser Indemnitees.




48




(b)  In
      calculating the amount of Losses suffered or incurred by a party for which
      indemnification is sought under this Agreement, there shall be deducted the
      amount of: (i) any insurance actually paid to such party as a result of any
      such
      loss; and (ii) any Net Income Tax Benefit attributable to such Losses. For
      purposes of this Agreement, “Net Income Tax Benefit” shall be an amount equal to
      the present value of the net reduction in the liability for Income Taxes of
      the
      Company and the Subsidiaries during any period as a consequence of such Loss.
      The present value amount of the Net Income Tax Benefit shall be determined
      by:
      (i) using a discount rate equal to four percent (4%), (ii) discounting back
      to
      the date on which the applicable indemnity payment is due, and (iii) assuming
      that the Net Income Tax Benefit is used to reduce net income after all other
      tax
      deductions, and using such other reasonable assumptions regarding the date
      (or
      dates) on which such Net Income Tax Benefit will be realized.




(c)  The
      Purchaser acknowledges and agrees that although the Purchaser Indemnitees are
      entitled to assert claims for indemnification pursuant to Section
      5.19 or Section
      6.2 against
      the Sellers, the Purchaser Indemnitees shall not be entitled to recovery from
      the Sellers or the Escrow Fund prior to pursuing in good faith all of the
      remedies available to the Company and its Subsidiaries relating to such claims
      against the applicable third parties who have agreed to indemnify the Company
      and its Subsidiaries pursuant to that certain Stock Purchase Agreement among
      the
      Company, Mercury Air Group, Inc. and Allied Capital Corporation dated October
      28, 2003, as amended, or the stock purchase agreements, asset purchase
      agreements or merger agreements entered into between such third parties and
      the
      Company and its Subsidiaries as listed on section (a)(xvi) of the Contracts
      Schedule ;
      provided, however, that in the event that any such third party is subject to
      a
      voluntary or involuntary petition under the federal bankruptcy laws or any
      state
      insolvency law or the appointment of a receiver, fiscal agent or similar officer
      by a court for such third party’s business or property, Purchaser shall be
      entitled to recovery from the Sellers or the Escrow Fund prior to exhausting
      all
      of the remedies available to the Company and its Subsidiaries and, in such
      event, the Purchaser shall assign to the Seller Representative, on behalf of
      the
      Sellers, any and all rights and claims of the Company and its Subsidiaries
      against such third party. If the Purchaser Indemnitees receive reimbursements
      or
      other payments from third parties regarding claims for indemnification asserted
      pursuant to Section
      5.19 or Section
      6.2 based
      upon the indemnities from such third parties in favor of the Company and its
      Subsidiaries, then the claims for indemnification asserted by the Purchaser
      Indemnitees against the Sellers under Section
      5.19 or Section
      6.2 shall be
      reduced by the amount of such reimbursements or other payments.




**Section
      6.5**  **Indemnification
      Procedures**




(a)  Notice
      of Claim .
      Any
      Person making a claim for indemnification pursuant to Section
      5.19 , Section
      6.2 or Section
      6.3 above
      (an “Indemnified Party”) must give the Party from whom indemnification is sought
      (an “Indemnifying Party”) written notice of such claim (an “Indemnification
      Claim Notice”) promptly after the Indemnified Party receives any written notice
      of any action, lawsuit, proceeding, investigation or other claim (a
“Proceeding”) against or involving the Indemnified Party by a Government Entity
      or other third party or otherwise discovers the liability, obligation or facts
      giving rise to such claim for indemnification (it being understood that any
      claim for indemnity pursuant to Section
      6.2(a)(i) , Section
      6.2(b) or Section
      6.3(a) above
      must be made by notice given within the applicable survival period specified
      in Section
      6.1 above).
      Such notice must contain a description of the claim and the nature and amount
      of
      such Loss (to the extent that the nature and amount of such Loss is known at
      such time). No failure or delay on the part of the Indemnified Party to so
      notify an Indemnifying Party shall limit any obligations of the Indemnifying
      Party except to the extent that the Indemnifying Party has been prejudiced
      thereby.




49




(b)  Control
      of Defense; Conditions .
      The
      obligations of an Indemnifying Party under this Agreement with respect to Losses
      arising from claims of any third party that are subject to the indemnification
      provided in Section
      5.19 , Section
      6.2 or Section
      6.3 above
      shall be governed by and contingent upon the following additional terms and
      conditions:




(i)  At
      its
      option an Indemnifying Party shall be entitled to assume control of the defense
      of any claim and may appoint as lead counsel of such defense any legal counsel
      selected by the Indemnifying Party; provided, that, the Indemnified Party shall
      be entitled to assume control of the defense of any claim, without prejudicing
      its rights to indemnification from an Indemnifying Party, if (A) the claim
      could
      reasonably be expected to have a Material Adverse Effect or a Purchaser Material
      Adverse Effect or (B) the aggregate liability arising from the claim could
      reasonably be expected to exceed the Indemnifying Party’s liability to the
      Indemnified Party.




(ii)  Notwithstanding Section
      6.5(b)(i) above,
      the Indemnified Party shall be entitled to participate in the defense of such
      claim and to employ counsel of its choice for such purpose; provided , however ,
      that
      such employment shall be at the Indemnified Party's own expense unless: (A)
      the
      employment thereof has been specifically authorized by the Indemnifying Party
      in
      writing; or (B) the Indemnifying Party has failed to assume the defense and
      employ counsel (within 15 Business Days after written notice from the
      Indemnified Party), in which case the fees and expenses of the Indemnified
      Party’s counsel shall be paid by the Indemnifying Party.




(iii)  The
      Indemnified Party shall not consent to the entry of any judgment or enter into
      any settlement with respect to any third party claim without the prior written
      consent of the Indemnifying Party (not to be unreasonably withheld or delayed)
      unless such judgment or settlement contains an unconditional release of the
      Indemnifying Party without any liability of such Indemnifying Party, and the
      Indemnifying Party shall not consent to the entry of any judgment or enter
      into
      any settlement with respect to any third party claim without the prior written
      consent of the Indemnified Party (such consent not to be unreasonably withheld
      or delayed) unless such judgment or settlement contains an unconditional release
      of the Indemnified Party without any liability of such Indemnified
      Party.




(c)  Manner
      of Payment by the Purchaser .
      Any
      indemnification obligations of the Purchaser pursuant to Section
      6.3 shall be
      paid to the Seller Indemnitees on a pro rata basis based upon each Seller’s
      ownership of the Initial Closing Shares and the Option Shares immediately prior
      to the Closing Date, if applicable, by wire transfer of immediately available
      funds to the accounts designated in writing by the Seller Indemnitees within
      15
      days after the determination thereof.




50




(d)  Manner
      of Payment by Sellers .
      Any
      indemnification obligations of the Sellers pursuant to Section
      6.2 or Section
      5.19 shall be
      paid to the Purchaser, by wire transfer of immediately available funds by the
      Escrow Agent from the Escrow Fund, to the accounts designated in writing by
      the
      applicable Purchaser Indemnitees within 15 days after the determination thereof.
      Notwithstanding the foregoing, to the extent that an indemnification obligation
      of a Seller is not able to be satisfied in full from such Seller’s percentage
      interest in the Escrow Fund, such Seller shall pay any such deficiency to the
      Purchaser Indemnitees by wire transfer of immediately available funds to the
      accounts designated in writing by the applicable Purchaser Indemnitees within
      15
      days after the determination thereof.




**Section
      6.6**  **Exclusive
      Remedy**




If
      the
      Closing occurs, the monetary remedies set forth in this Article
      VI ,
      the
      indemnification provisions set forth in Section
      5.19 ,
      and the
      specific performance remedy set forth in Section
      9.3 shall
      provide the sole and exclusive remedies arising from this Agreement and the
      transactions contemplated by this Agreement. In the event this Agreement is
      terminated without the occurrence of the Closing, the sole and exclusive
      remedies of the Parties shall be as set forth in Section
      9.1 .
      The
      Parties acknowledge and agree that the remedies set forth in this Section
      6.6 supersede any other remedies available at law or in equity including rights
      of
      rescission and claims arising under applicable statutes, other than Purchaser’s
      right to bring or recover monetary damages for a fraud claim against a
      particular Seller based on (i) that Seller’s misstatement of a material fact
      through that Seller’s representations and warranties contained in Article
      III or (ii)
      that Seller’s actual knowledge of a misstatement of a material fact made by the
      Company through its representations and warranties contained in Article
      IV ,
      in each
      case as qualified by the Company’s disclosure schedules. The Parties covenant
      not to sue, assert any arbitration claim or otherwise threaten any claim other
      than those described in this Section
      6.6 as being
      available under the particular circumstances described in this Section
      6.6 .




**ARTICLE
      VII.**


**CONDITIONS
      TO THE CLOSING**





**Section
      7.1**  **Conditions
      of the Purchaser’s Obligation**




The
      Purchaser’s obligation to effect the Sale at the Closing is subject to the
      satisfaction as of the Closing of the following conditions
      precedent:




(a)  Representations
      and Warranties; Covenants .
      Each
      representation and warranty set forth in Articles
      III and IV above
      shall be true and correct in all material respects (after giving effect to
      any
      updated disclosure Schedule delivered pursuant to Section
      5.4(b) )
      at and
      as of the Closing as though then made (except to the extent that such
      representations and warranties relate solely to an earlier date, in which case
      as of such earlier date). The Sellers and the Company shall have performed
      and
      observed in all material respects each covenant or other obligation required
      to
      be performed or observed by it or him pursuant to the Transaction Documents
      prior to the Closing, except as otherwise contemplated by Section
      5.3(b) .




51




(b)  Proceedings .
      No
      action, suit or proceeding shall be pending or threatened before any judicial
      authority or Government Entity, the result of which could prevent or prohibit
      the consummation of any transaction pursuant to the Transaction Documents or
      cause any such transaction to be rescinded following consummation, and no
      judgment, order, decree, stipulation, injunction or charge having any such
      effect shall exist.




(c)  Absence
      of Changes .
      From
      and after the date hereof, no Material Adverse Change shall have
      occurred.




(d)  HSR
      Waiting Period .
      The
      waiting period applicable to the consummation of the purchase and sale of the
      Initial Closing Shares and the Option Shares under the HSR Act shall have
      expired or shall have been terminated.




(e)  Distribution
      of Excluded Assets .
      The
      Company shall have effected the distribution of the Excluded Assets pursuant
      to Section
      5.12 .




(f)  Required
      FBO Estoppels; Consents .
      The
      Sellers, the Company or its Subsidiaries shall have obtained and delivered
      to
      the Purchaser executed Airport Estoppels from each of the airport authorities
      designated as a “Required Authority” on the attached Airport
      Estoppel Schedule except
      for those Airport Estoppels that are removed from the list of “Required
      Authorities” in accordance with Section
      5.1 .
      The
      Purchaser shall have received written evidence of the consents marked with
      an
      asterisk (*) on the Consents
      Schedule .




(g)  Closing
      Documents .
      The
      Company shall have delivered to the Purchaser the following
      documents:




(i)  a
      certificate of an officer of the Company, dated as of the Closing Date and
      signed by an executive officer of the Company, expressly certifying that the
      conditions set forth in Section
      7.1(a) and Section
      7.1(c) have
      been satisfied;




(ii)  a
      copy of
      the resolutions duly adopted by the board of directors and the stockholders
      of
      the Company authorizing the execution, delivery and performance by the Company
      of each Transaction Document to which the Company is a party and the
      consummation of the Sale and all other transactions contemplated by the
      Transaction Documents, as in effect as of the Closing, certified by an officer
      of the Company;




(iii)  certificates
      for the Company and each Subsidiary of the Secretary of State (or other
      applicable Government Entity) of the state of organization of such entity,
      and
      each state where such entity is qualified to do business as a foreign entity
      (each dated not more than 10 Business Days prior to the Closing), as to the
      good
      standing and existence or qualification (as the case may be) of each such
      entity;




(iv)  a
      certificate of an officer of the Company, dated as of the Closing Date and
      signed by an executive officer of the Company, expressly certifying the capital
      expenditures incurred and paid by the Company and its Subsidiaries after January
      1, 2007 through the Closing Date regarding each FBO; provided, however, that
      only budgeted capital expenditures included on the FBO
      Capital Expenditure Schedule shall be
      taken into account for purposes of the certificate;




52




(v)  a
      statement from the Company and the Subsidiaries (in such form as may be
      reasonably requested by counsel to Purchaser) conforming to the requirements
      of
      Treas. Reg. §§ 1.897-2(c)(3) and 1.897 - 2(h) of the United States Treasury
      Regulations, along with a letter of the Company and the Subsidiaries authorizing
      the Purchaser to deliver on behalf of the Company and the Subsidiaries the
      notification required under Section 1.897 - 2(h)(2) of the United States
      Treasury Regulations;




(vi)  the
      original minute books for the Company and each Subsidiary;




(vii)  a
      certificate, dated as of the Closing Date, signed by the Secretary of the
      Company certifying (A) that attached to such certificate are true and complete
      copies of (1) the charter documents of the Company and each Subsidiary, and
      (2)
      all resolutions of the Board of Directors of the Company relating
      to this Agreement and the transactions contemplated hereby ,
      and (B)
      as to the incumbency and specimen signature of each officer of the Company
      executing this Agreement and each other Transaction Document or any certificate
      or instrument furnished pursuant thereto;




(viii)  for
      each
      Seller that is a corporation or limited liability company, a certificate, dated
      as of the Closing Date, signed by an appropriate officer or manager of such
      Seller, certifying as to the incumbency and specimen signature of the
      representative of the Seller executing this Agreement and each other Transaction
      Document or any certificate or instrument furnished by such Seller pursuant
      thereto, and that this Agreement and each other Transaction Document executed
      by
      such Seller is duly and validly authorized and constitutes a binding obligation
      of the Seller, and attaching true and complete copies of all resolutions of
      the
      Board of Directors (or Board of Managers) of such Seller relating to this
      Agreement and the transactions contemplated hereby;




(ix)  payoff
      letters from each of the lenders under the Indebtedness listed on items 1 and
      2
      of the Indebtedness
      Schedule ,
      which
      letters shall include a provision for termination of all applicable liens and
      the right of the Company to file termination statements with respect
      thereto;




(x)  the
      written resignations, effective as of the Closing Date, of the directors and
      statutory officers of the Company and the Subsidiaries;




(xi)  the
      Escrow Agreement ****** duly
      executed by the Seller Representative; and




(xii)  an
      opinion of the Company’s counsel, dated as of the Closing Date and addressed to
      Purchaser, substantially in the form of Exhibit
      F .




(h)  Atlanta
      Escrow Assignment .
      The
      Seller shall have delivered to the Purchaser an assignment and assumption
      agreement executed by Allied Capital Corporation assigning to the Purchaser
      all
      of Allied Capital Corporation’s rights and obligations under the Escrow
      Agreement dated April 12, 2004 among Allied Capital Corporation, Mercury Air
      Group, Inc. and US Bank, NA, successor to Wachovia Bank National
      Association.




53




(i)  Termination
      of Certain Affiliate Transactions .
      The
      Sellers shall have terminated the agreements marked with an asterisk (*) set
      forth on the Affiliate
      Transactions Schedule ,
      including without limitation that certain Consulting Agreement, dated as of
      February 15, 2005, between the Company and Directional Aviation Group,
      LLC.




(j)  Stock
      Exchange .
      Kenneth
      C. Ricci shall have exchanged the Ricci Shares for shares of preferred stock
      of
      the Company, immediately prior to the Closing, pursuant to the terms and
      conditions set forth on Exhibit
      H attached
      hereto.




(k)  Option
      Agreement .
      Kenneth
      C. Ricci shall have delivered to the Purchaser an executed counterpart to the
      Option Agreement.




Any
      condition set forth in this Section
      7.1 may be
      waived by the Purchaser.




**Section
      7.2**  **Conditions
      of the Sellers’ Obligation**




The
      Sellers’ obligation to effect the Sale at the Closing is subject to the
      satisfaction as of the Closing of the following conditions
      precedent:




(a)  Representations
      and Warranties; Covenants .
      Each
      representation and warranty set forth in Article
      II above
      shall be true and correct in all material respects at and as of the Closing
      as
      though then made (except to the extent that such representations and warranties
      relate to an earlier date, in which case as of such earlier date). The Purchaser
      shall have performed and observed in all material respects each covenant or
      other obligation required to be performed or observed by it pursuant to the
      Transaction Documents prior to the Closing.




(b)  Proceedings .
      No
      action, suit or proceeding shall be pending or threatened before any judicial
      authority or Government Entity, the result of which could prevent or prohibit
      the consummation of any transaction pursuant to the Transaction Documents,
      cause
      any such transaction to be rescinded following such consummation, or adversely
      affect the Purchaser’s performance of its obligations pursuant to the
      Transaction Documents, and no judgment, order, decree, stipulation, injunction
      or charge having any such effect shall exist.




(c)  HSR
      Waiting Period .
      The
      waiting period applicable to the consummation of the purchase and sale of the
      Initial Closing Shares and the Option Shares under the HSR Act shall have
      expired or shall have been terminated.




(d)  Purchaser
      Closing Documents .
      The
      Purchaser shall have delivered to the Sellers the following
      documents:




(i)  a
      certificate of an officer of the Purchaser, dated as of the Closing Date and
      signed by an executive officer of the Purchaser, expressly certifying that
      the
      condition in Section
      7.2(a) has been
      satisfied;




54




(ii)  a
      copy of
      the resolutions duly adopted by the member of the Purchaser authorizing the
      Purchaser’s execution, delivery and performance of each Transaction Document to
      which the Purchaser is a party and the consummation of the Sale and all other
      transactions contemplated by the Transaction Documents, as in effect as of
      the
      Closing, certified by an officer of the Purchaser; and




(iii)  a
      certificate (dated not less than ten (10) Business Days prior to the Closing)
      as
      to the good standing of the Purchaser in its jurisdiction of its
      formation.




(e)  Atlanta
      Escrow Assignment .
      The
      Purchaser shall have delivered to the Seller an executed counterpart to the
      assignment and assumption agreement referenced in Section
      7.1(h) .




(f)  Option
      Agreement .
      The
      Purchaser or an Affiliate shall have delivered to Kenneth C. Ricci an executed
      counterpart to the Option Agreement.




Any
      condition set forth in this Section
      7.2 may be
      waived by the Seller Representative.




**ARTICLE
      VIII.**


**DEFINITIONS**





For
      the
      purposes of this Agreement, the following terms have the meanings set forth
      below:




“Acquired
      FBO” has the meaning set forth in Section
      5.11(a) .




An
      “Affiliate” of any Person means any other Person directly or indirectly
      controlling, controlled by or under common control with such first Person within
      the meaning of the Securities Exchange Act of 1934, as amended.




“Affiliate
      Transactions Schedule” means the disclosure schedule referred to in Section 4.14 .




“Agreement”
      has the meaning set forth in the recitals to this Agreement.




“Airport
      Estoppel” has the meaning set forth in Section
      5.1(b) .




“Airport
      Estoppel Schedule” means the disclosure schedule referred to in Section
      5.1(b) .




“Automatic
      Elimination” has the meaning set forth in Section
      5.1(d) .




“Bank
      Account Schedule” means the disclosure schedule referred to in Section
      4.19 .




“Basket
      Amount” has the meaning specified in Section
      6.4(a) .




“Business”
      means the business of the Company and its Subsidiaries, as conducted on the
      date
      of this Agreement, excluding the ownership and operation of the Excluded
      Assets.




55




“Business
      Day” means any day excluding Saturday, Sunday and any day which is a legal
      holiday under the laws of the State of New York or is a day on which banking
      institutions located in such state are authorized or required by law or other
      governmental action to close.




“Capitalization
      Schedule” means the disclosure schedule referred to in Section
      4.3(a) .




“Cash
      on
      Hand” means, with respect to the Company and its Subsidiaries, all cash, all
      cash equivalents and all marketable securities **** as
      of the
      opening of business on the Closing Date determined in accordance with
      GAAP.




“Closing”
      and “Closing Date” have the respective meanings set forth in Section
      1.3 .




“Closing
      Balance Sheet” has the meaning specified in Section
      1.7(d) .




“Code”
      means the Internal Revenue Code of 1986, as amended.




“Company”
      has the meaning set forth in the recitals to this Agreement.




“Company
      Deductible Transaction Expenses” has the meaning specified in Section
      1.8 .




“Company
      Employee Benefit Plans” means Employee Benefit Plans sponsored, maintained or
      contributed to by the Company or any of its Subsidiaries, or with respect to
      which the Company or any of its Subsidiaries has or may have any Liability
      (whether actual, contingent, with respect to any of its assets or
      otherwise).




“Company
      Group” means each affiliated, combined, consolidated or unitary group of which
      the Company or any Subsidiary is a member.




“Compliance
      Schedule” means the disclosure schedule referred to in Section
      4.7 .




“Confidentiality
      Agreement” means the Confidentiality Agreement executed by the Purchaser and the
      Company, a copy of which is attached hereto as Exhibit
      D .




“Conflicts
      Schedule” means the disclosure schedule referred to in Section
      3.2(b) .




“Contracts
      Schedule” means the disclosure schedule referred to in Section
      4.17 .




“Consents
      Schedule” means the disclosure schedule referred to in Section
      4.2 .




“Covered
      Persons” has the meaning set forth in Section
      5.10(a) .




“Developments
      Schedule” means the disclosure schedule referred to in Section
      4.5 .




“D&O
      Indemnification Schedule” means the disclosure schedule referred to in Section
      5.10 .




“EGTRRA”
      means the Economic Growth and Tax Relief Reconciliation Act of
      2001.




56




“Employee
      Benefit Plan” means “employee benefit plans” within the meaning of Section 3(3)
      of ERISA and any other material employee benefit arrangements or payroll
      practices, including, without limitation, employment agreements, severance
      agreements, executive compensation arrangements, incentive programs or
      arrangements, sick leave, vacation pay, severance pay policies, plant closing
      benefits, salary continuation for disability, consulting or other compensation
      arrangements, workers' compensation, retirement, deferred compensation, bonus,
      stock purchase, hospitalization, medical insurance, life insurance, tuition
      reimbursement or scholarship programs, and any plans providing benefits or
      payments in the event of a change of control, change in ownership, or sale
      of a
      substantial portion (including all or substantially all) of the assets of any
      Person.




“Employee
      Benefits Schedule” means the disclosure schedule referred to in Section 4.13 .




“Employee
      Pension Benefit Plan” has the meaning set forth in Section 3(2) of
      ERISA.




“Employee
      Schedule” means the disclosure schedule referred to in Section
      4.16 .




“Employee
      Welfare Benefit Plan” has the meaning set forth in Section 3(l) of
      ERISA.




“Environmental
      Laws” means all federal, state, and local statutes, regulations and ordinances
      concerning pollution or protection of the environment, including without
      limitation the Clean Air Act, the Clean Water Act, the Solid Waste Disposal
      Act,
      the Resource Conservation and Recovery Act, the Comprehensive Environmental
      Response, Compensation, and Liability Act of 1980, the Federal Insecticide,
      Fungicide and Rodenticide Act, the Emergency Planning and Community
      Right-to-Know Act of 1986, as amended as of the Closing Date, and Legal
      Requirements relating to emissions, discharges, releases or threatened releases
      of Hazardous Materials, or otherwise relating to the manufacture, processing,
      distribution, use, existence, treatment, storage, disposal, arrangement for
      transport, arrangement for disposal, transport, report, or handling of Hazardous
      Materials, but not including zoning and land use laws.




“Environmental
      Matters Schedule” means the disclosure schedule referred to in Section 4.9 .




“Environmental
      Permits” has the meaning set forth in Section
      4.9(c) .




“ERISA”
      means the Employee Retirement Income Security Act of 1974, as
      amended.




“ERISA
      Affiliate” means any trade or business, whether or not incorporated, that,
      together with the Company or any of its Subsidiaries, is or was treated as
      a
“single employer” within the meaning of Section 414 of the Code or Section
      4001(b) of ERISA.




“Escrow
      Agent” means Regions Bank Corporate Trust, 951 East Byrd Street, Suite 930,
      Richmond, Virginia 23219, Attn: Joy D. Edwards, Vice President.




“Escrowed
      DAG Shares” has the meaning specified in Section
      1.9(c) .




57




“Escrow
      Fund” has the meaning specified in Section
      1.4(c)(i) .




“Estimated
      Closing Balance Sheet” has the meaning specified in Section
      1.6(a) .




“Estimated
      Net Working Capital” has the meaning specified in Section
      1.6(a) .




“Estimated
      Net Working Capital Calculation” has the meaning specified in Section
      1.6(a) .




“Estimated
      Working Capital Deficiency” has the meaning specified in Section
      1.6(e) .




“Estimated
      Working Capital Surplus” has the meaning specified in Section
      1.6(d) .




“Excluded
      Assets” has the meaning specified in Section
      4.4(a) .




“Excluded
      Assets Schedule” means the disclosure schedule referred to in Section
      4.4(a) .




“Execution
      Date” has the meaning specified in the preamble.




“FBO”
      means fixed base operations.




“FBO
      Lease” has the meaning specified in Section
      4.17(a)(ix) .




“Final
      Working Capital Deficiency” has the meaning specified in Section
      1.7(e) .




“Final
      Working Capital Surplus” has the meaning specified in Section
      1.7(e) .




“Financial
      Statements” has the meaning specified in Section
      4.4(a) .




“Financial
      Statements Schedule” means the disclosure schedule referred to in Section 4.4 .




“GAAP”
      means United States generally accepted accounting principles as in effect from
      time to time.




“Government
      Entity” means the United States of America or any state or other political
      subdivision thereof, or any entity exercising executive, legislative, judicial,
      regulatory or administrative functions of government.




“GUST”
      means the Uruguay Round Agreements Act (GATT), the Uniformed Services Employment
      and Reemployment Rights Act of 1994 (USERRA), the Small Business Job Protection
      Act of 1996 (SBJPA), the Taxpayer Relief Act of 1997 (TRA ’97), the Internal
      Revenue Service Restructuring and Reform Act of 1998 (RRA ’98), and the
      Community Renewal Tax Relief Act of 2000 (CRA).




“Hazardous
      Materials” has the meaning set forth in Section
      4.9(a)(vi) .




“HSR
      Act”
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
      and
      the regulations promulgated thereunder.




58




“Income
      Tax” means any federal, state, local, or foreign income tax, including any
      interest, penalty or addition thereto.




“Income
      Tax Return” means any return, declaration, report, or information statement or
      statement relating to Income Taxes, including any schedule or attachment
      thereto.




“Indebtedness”
      means, without duplication, all obligations of the Company or its Subsidiaries:
      (i) for borrowed money; (ii) evidenced by bonds, debentures, notes or similar
      instruments; (iii) in respect of the deferred purchase price of property or
      services (excluding accounts payable and other current liabilities incurred
      in
      the ordinary course of business); (iv) under leases required to be capitalized
      in accordance with GAAP; and (v) in respect of all guarantees by the Company
      or
      any Subsidiary on account of indebtedness for borrowed money of any other
      Person. “Indebtedness” specifically excludes: (a) outstanding letters of credit
      set forth on the Letter
      of Credit Schedule ;
      and (b)
      indebtedness to certain fuel suppliers to fund facilities improvements that
      is
      scheduled to be forgiven over the term of a related fuel supply
      agreement.




“Indebtedness
      Schedule” means the disclosure schedule referred to in Section
      4.4(b) .




“Indemnification
      Claim Notice” has the meaning specified in Section
      6.5(a) .




“Indemnified
      Party” has the meaning specified in Section
      6.5(a) .




“Indemnifying
      Party” has the meaning specified in Section
      6.5(a) .




“Independent
      Auditors” has the meaning specified in Section
      1.7(c) .




“Initial
      Closing Shares” has the meaning set forth in the recitals to this
      Agreement.




“Initial
      Closing Shares Escrow Fund” has the meaning specified in Section
      1.4(a)(i) .




“Insurance
      Schedule” means the disclosure schedule referred to in Section
      4.15 .




“Intellectual
      Property” means all patents and patent applications; registered and material
      unregistered copyrights; registered and material unregistered trademarks,
      service marks, trade names or domain names, computer software; all trade
      secrets, know-how, manufacturing and production processes, recipes, drawings,
      and designs; in each case including, without limitation, the items set forth
      on
      the Intellectual
      Property Schedule .




“Intellectual
      Property Schedule” means the disclosure schedule referred to in Section 4.10 .




“Interim
      Operations Schedule” means the disclosure schedule referred to in Section
      5.2 .




“Knowledge”
      means: (a) as it applies to the representations and warranties made by the
      Company in Article IV, the actual knowledge of Kenneth C. Ricci, Michael A.
      Rossi, J. Christopher Herzberg, Karel Van Der Linden, Robert Sullivan and
      Randall L. Jones without any duty to investigate or conduct independent inquiry;
      and (b) as it applies to the representations and warranties made by any
      particular Seller in Article III, the actual knowledge of such Seller, in the
      case of an individual Seller (or Kenneth C. Ricci and Mike Rossi in the case
      of
      Directional Aviation Group, LLC or Daniel L. Russell **** in
      the
      case of Allied Capital Corporation), without any duty to investigate or conduct
      independent inquiry provided that the Knowledge of any particular Seller shall
      not be imputed to another Seller.




59




“Landlord
      Property Leases” has the meaning set forth in Section
      4.11(e) .




“Latest
      Balance Sheet” means the Company’s unaudited balance sheet as prepared by
      management as of December 31, 2006.




“Legal
      Requirement” means any requirement arising under any action, law, treaty, rule
      or regulation, determination or direction of an arbitrator or Government Entity,
      including any Environmental Law.




“Liabilities”
      means any and all debts, liabilities and obligations of any nature whatsoever,
      whether accrued or fixed, absolute or contingent, mature or unmatured or
      determined or indeterminable.




“Lien”
      means any lien, claim, restriction, charge, mortgage, pledge, condemnation
      award, expropriation award, encumbrance, hypothecation, lease, sublease,
      preferential purchase right, option, conditional sales contract, security
      interest or encumbrance of any nature whatsoever.




“Litigation
      Schedule” means the disclosure schedule referred to in Section
      4.12 .




“Loss”
      m eans,
      with respect to any Person, any damages, claims, Liabilities, losses, Taxes,
      costs and expenses (including reasonable fees and expenses of counsel and court
      costs), excluding punitive damages, consequential damages (including lost
      profits) or exemplary damages, unless and solely to the extent that such
      punitive, consequential or exemplary damages are actually paid to a third
      party .




“Material
      Adverse Change” means an event, condition or circumstance or related series
      thereof that results in, or could reasonably be expected to result in, a
      Material Adverse Effect.




“Material
      Adverse Effect” has the meaning specified in the Material
      Adverse Effect Schedule .




“Material
      Contracts” has the meaning specified in Section
      4.17(b) .




“MRO
      Activities” has the meaning specified in Section
      4.4(d) .




“Net
      Income Tax Benefit” has the meaning specified in Section
      6.4(b) .




“Net
      Working Capital” means, for purposes of Section
      1.7 above,
      the excess of the consolidated current assets (excluding Cash on Hand) of the
      Company and its Subsidiaries as of the closing of business on the Closing Date
      over the consolidated current liabilities (excluding current portions of
      Indebtedness) of the Company as of the closing of business on the Closing Date
      determined in accordance with GAAP, except as otherwise specified below, and
      calculated in conformity with the methodology set forth on Exhibit
      G attached
      hereto .
      In
      determining consolidated assets and liabilities hereunder: (a) all normal or
      recurring monthly accounting entries shall be taken into account and all known
      errors and omissions shall be corrected; (b) all known proper adjustments shall
      be made; (c) appropriate reserves for all known and quantifiable liabilities
      and
      obligations for which reserves are appropriate in accordance with GAAP shall
      be
      included in the calculation; (d) inventory shall be accounted for on a basis
      consistent with the preparation of the Latest Balance Sheet; and (e) for
      purposes of calculating the accrued liability or any claim for a refund of
      Income Taxes, the Company and its Subsidiaries shall treat the Closing Date
      as
      the last day of their taxable year.




60




“Objection
      Notice” has the meaning specified in Section
      1.7(b) .




“Option”
      means the rights of the Purchaser to purchase, and Kenneth C. Ricci to sell,
      the
      Option Shares in accordance with the terms and conditions of the Option
      Agreement.




“Option
      Agreement” means the agreement, substantially in the form attached hereto as Exhibit
      I ,
      with
      respect to the Option Shares.




“Option
      Purchase Price” has the meaning specified in Section
      1.2(b) .




“Option
      Shares” has the meaning set forth in the recitals to this
      Agreement.




“Option
      Shares Escrow Fund” has the meaning specified in Section
      1.4(c)(i) .




“Option
      Shares Exercise Price” has the meaning specified in Section
      1.2(c) .




“Parties”
      has the meaning set forth in the recitals to this Agreement.




“Permitted
      Liens” means: (i) statutory Liens for current Taxes or assessments, or other
      similar governmental charges, not yet delinquent or the amount or validity
      of
      which is being contested in good faith by appropriate proceedings and for which
      adequate reserves have been established in accordance with GAAP; (ii) carriers’,
      warehousemen’s, mechanics’, materialmen’s, repairmen’s, or other similar Liens
      arising or incurred in the ordinary course of business not yet delinquent or
      the
      amount or validity of which is being contested in good faith by appropriate
      proceedings; (iii) zoning, entitlement and other land use or environmental
      regulations by any Government Entity that have not been materially violated;
      (iv) Liens that represent purchase money security interests for personal
      property purchased in the ordinary course of business; (v) Liens created by
      or
      arising out of the express terms of any Real Property Lease; (vi) Liens securing
      the Indebtedness listed on the Indebtedness Schedule; and (vii) such other
      Liens
      that would not, individually or in the aggregate, reasonably be expected
      materially and adversely to affect the value, marketability or continued use
      (consistent with the historical use thereof) of the assets subject
      thereto.




“Person”
      means an individual, a partnership, a corporation, an association, a limited
      liability company, a joint stock company, a trust, a joint venture, an
      unincorporated organization or a Government Entity.




61




“Pre-Closing
      Tax Period” means: (A) any taxable period ending on or before the Closing Date;
      or (B) the portion of any Straddle Period (as defined below) which ends on
      the
      Closing Date.




“Proceeding”
      has the meaning specified in Section
      6.5(a) .




“Proposed
      Closing Balance Sheet” has the meaning set forth in Section
      1.7(a) .




“Proposed
      Net Working Capital” has the meaning set forth in Section
      1.7(a) .




“Proposed
      Net Working Capital Calculation” has the meaning set forth in Section
      1.7(a) .




“Purchase
      Price” has the meaning specified in Section
      1.2(c) .




“Purchaser”
      has the meaning set forth in the recitals to this Agreement.




“Purchaser
      Indemnitees” has the meaning specified in Section
      6.2(a) .




“Purchaser
      Material Adverse Effect” means a material adverse effect on the business,
      properties, liabilities, results of operations or condition (financial or
      otherwise) of the Purchaser.




“Real
      Estate Schedule” means the disclosure schedule referred to in Section
      4.11 .




“Real
      Property Leases” has the meaning set forth in Section
      4.11(b) .




“Reimbursable
      Cap-Ex Amount” has the meaning set forth in Section
      1.5 .




“Release”
      has the meaning set forth in Section
      4.9(a)(vi) .




“Released
      Claims” has the meaning set forth in Section
      5.18 .




“Required
      Authority” has the meaning set forth in Section
      5.1(d) .




“Ricci
      Shares” has the meaning set forth in the recitals to this
      Agreement.




“Sale”
      has the meaning set forth in Section
      1.3 .




“Securities
      Act” means the Securities Act of 1933, as amended.




“Seller”
      and “Sellers” has the meaning set forth in the recitals to this
      Agreement.




“Seller
      Elimination” has the meaning set forth in Section
      5.1(e) .




“Seller
      Indemnitees” has the meaning specified in Section
      6.3 .




“Seller
      Representative” has the meaning set forth in Section
      1.9(a) .




“Service
      Providers” has the meaning set forth in Section
      4.16(a)(i) .




62




“Straddle
      Period” means any taxable period beginning before and ending after the Closing
      Date.




“Subsequent
      Closing” has the meaning specified in Section
      1.4(c) .




“Subsequent
      Closing Date” has the meaning specified in Section
      1.4(c)(i) .




“Subsidiary”
      means, with respect to any Person, any corporation, limited liability company,
      partnership, association or other business entity of which: (a) if a corporation
      or a limited liability company (with voting securities), a majority of the
      total
      voting power of shares of stock entitled (without regard to the occurrence
      of
      any contingency) to vote in the election of directors, managers or trustees
      thereof is at the time owned or controlled, directly or indirectly, by that
      Person or one or more of the other Subsidiaries of that Person or a combination
      thereof; or (b) if a limited liability company (without voting securities),
      partnership, association or other business entity, a majority of the partnership
      or other similar ownership interest thereof is at the time owned or controlled,
      directly or indirectly, by any Person or one or more Subsidiaries of that Person
      or a combination thereof. For purposes hereof, a Person or Persons shall be
      deemed to have a majority ownership interest in a limited liability company,
      partnership, association or other business entity if such Person or Persons
      shall be allocated a majority of limited liability company, partnership,
      association or other business entity gains or losses or shall be or control
      any
      managing director or general partner of such limited liability company,
      partnership, association or other business entity.




“Subsidiaries
      Schedule” means the disclosure schedule referred to in Section
      4.3(b) .




“Target
      Net Working Capital” has the meaning specified in Section
      1.6(b) .




“Tax”
      (and “Taxes” and “Taxable”) means: (i) any net income, alternative or add-on
      minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer,
      franchise, profits, license, withholding, payroll, employment, excise,
      severance, stamp, occupation, premium, property, environmental or windfall
      profit tax, custom duty or other tax, fee or other like assessment or charge
      of
      any kind whatsoever, together with any interest or any penalty, addition to
      tax
      or additional amount imposed by any Government Entity responsible for the
      imposition of any such tax (domestic or foreign); (ii) any liability for the
      payment of any amounts of the type described in clause (i) as a result of being
      (or ceasing to be) a member of an affiliated, consolidated, combined, unitary
      or
      aggregate group for any Taxable period; (iii) any liability for the payment
      of
      any amounts of the type described in clauses (i) or (ii) as a result of being
      a
      transferee of or successor to any Person or as a result of any express or
      implied obligation to indemnify any other Person; and (iv) any liability for
      the
      payment of any amounts of the type described in clause (i) as a result of a
      legal obligation to collect and remit to any Government Entity any such amounts
      which are imposed on any other Person.




“Tax
      Return” means any return, statement, report or form (including, without
      limitation, estimated tax returns and reports, withholding tax returns and
      reports and information returns and reports) filed or required to be filed
      with
      respect to Taxes, including any amendments, supplements, schedules or supporting
      material in connection therewith.




“Taxes
      Schedule” means the disclosure schedule referred to in Section
      4.8 .




63




“Transaction
      Documents” means this Agreement and all other agreements, instruments,
      certificates and other documents to be entered into or delivered by any Party,
      pursuant to any of the foregoing.




“Transaction
      Expenses” has the meaning specified in Section
      1.8 .




“Transaction
      Expenses Schedule” means the disclosure schedule referred to in Section
      1.4(a)(ii) .




“US
      Bank
      Escrow Agreement” has the meaning specified in Section
      1.9(c) .









**ARTICLE
      IX.**


**MISCELLANEOUS**





**Section
      9.1**  **Termination**




This
      Agreement may be terminated:




(a)  at
      any
      time prior to the Closing by mutual written agreement of the Purchaser and
      the
      Sellers; or




(b)  by
      the
      Purchaser, at any time prior to the Closing in the event that any of the Sellers
      or the Company is in breach, in any material respect, of the representations,
      warranties or covenants (except as limited by Section
      5.4(b) )
      made by
      any of the Sellers or the Company in this Agreement (provided, that such
      condition is not the result of any breach of any covenant, representation or
      warranty of the Purchaser set forth in any Transaction Document) and such breach
      is not cured within 10 days or otherwise renders the conditions set forth in Section
      7.1 incapable of being satisfied; or




(c)  by
      the
      Sellers, at any time prior to the Closing in the event the Purchaser is in
      breach, in any material respect, of the representations, warranties or covenants
      made by the Purchaser in this Agreement (provided, that such condition is not
      the result of any breach of any covenant, representation or warranty of the
      Sellers set forth in any Transaction Document) and such breach is not cured
      within 10 days or otherwise renders the conditions set forth in Section
      7.2 incapable of being satisfied; or




(d)  by
      the
      Sellers and the Company, on the one hand, and the Purchaser, on the other hand,
      at any time after October 22, 2007, if the Closing shall not have occurred;
      provided, however, that the right to terminate this Agreement under this Section
      9.1(d) shall
      not be available to any Party whose breach of its representations and warranties
      in this Agreement or whose failure to perform any of its covenants and
      agreements under this Agreement shall have been a material contributing cause
      of, or resulted in, the failure of the Closing to occur on or before the date
      referenced above.




Any
      termination of this Agreement pursuant to any of clauses (b) through (d) of
      this Section
      9.1 shall be
      effected by written notice from the Sellers to the Purchaser (if the Sellers
      are
      the terminating Party) or from the Purchaser to the Sellers (if the Purchaser
      is
      the terminating Party). In the event of the termination of this Agreement
      pursuant to this Section
      9.1 ,
      all
      obligations of the Parties hereto to each other with respect to this Agreement
      or the transactions contemplated by this Agreement shall terminate, except
      for
      the provisions of this Section
      9.1 and Sections
      5.5, 5.7, 5.15, 9.2, 9.3, 9.4, 9.5, 9.6, 9.7 and 9.8 ;
      provided, however, that any termination of this Agreement pursuant to clause
      (b)
      or (c) of this Section
      9.1 shall
      not prejudice the ability of the non-breaching Party from seeking, and such
      non-breaching Party shall be entitled to seek, damages from any other Party
      for
      any willful and intentional breach of this Agreement, including attorneys’ fees
      and the right to pursue any remedy available at law or in equity.




64




**Section
      9.2**  **Entire
      Agreement**




Except
      as
      otherwise provided in this Agreement, this Agreement and the Transaction
      Documents set forth the entire understanding of the Parties relating to the
      subject matter hereof, and all prior understandings, whether written or oral
      are
      superseded by this Agreement, and all prior understandings, and all related
      agreements and understandings are hereby terminated.




**Section
      9.3**  **Specific
      Performance**




The
      Parties hereto agree that irreparable damage would occur in the event that
      any
      provision of this Agreement was not performed in accordance with the terms
      hereof and that the Parties shall be entitled to specific performance of the
      terms hereof, in addition to any other remedy at law or in equity.




**Section
      9.4**  **Confidentiality**




The
      Purchaser agrees to maintain all nonpublic information regarding the Company
      (with respect to the period prior to the Closing Date) and the Sellers and
      their
      respective Affiliates confidential in a manner consistent with the obligations
      of the Purchaser pursuant to the Confidentiality Agreement; provided, that:
      (a)
      the Sellers and the Company hereby consent to the disclosure by the Purchaser
      and its Affiliates of information regarding the Company, the Subsidiaries and
      the Business, to the extent contemplated by Section
      5.3(b) ,
      or as
      reasonably necessary for compliance with disclosure requirements applicable
      to
      the Purchaser or any of its Affiliates, provided such disclosure is made in
      accordance with and pursuant to Legal Requirements (including applicable federal
      securities laws and stock exchange listing rules); and (b) the Purchaser hereby
      consents to the disclosure by the Sellers and the Company of information
      regarding the Purchaser and its Affiliates, as reasonably necessary for
      compliance with disclosure requirements applicable to the Sellers and the
      Company, provided such disclosure is made in accordance with and pursuant to
      Legal Requirements (including applicable federal securities laws and stock
      exchange listing rules).




**Section
      9.5**  **Amendment** **;
      Waiver**




This
      Agreement may be amended or modified, and any provisions of this Agreement
      may
      be waived, in each case upon the approval, in writing, executed by each of
      the
      Company, the Seller Representative and the Purchaser. No other course of dealing
      between or among any of the Parties or any delay in exercising any rights
      pursuant to this Agreement shall operate as a waiver of any rights of any
      Party.




65




**Section
      9.6**  **Successors
      and Assigns**




Except
      as
      otherwise expressly provided in this Agreement, all covenants and agreements
      set
      forth in this Agreement by or on behalf of the Parties shall bind and inure
      to
      the benefit of the respective successors and permitted assigns of the Parties,
      whether so expressed or not, except that neither this Agreement nor any of
      the
      rights, interests or obligations hereunder may be assigned by the Purchaser
      (on
      the one hand), or the Sellers (on the other hand) without the prior written
      consent of the other Party. Except as may otherwise be provided in the Option
      Agreement, the Purchaser may: (a) (at any time prior to the Closing) at its
      sole
      discretion, in whole or in part assign its rights pursuant to this Agreement,
      including the right to purchase the Initial Closing Shares, to one or more
      of
      its direct or indirect wholly owned Affiliates; and (b) designate one or more
      of
      its Affiliates to perform its obligations hereunder (in any or all of which
      cases the Purchaser nonetheless shall remain responsible for the performance
      of
      all of its obligations hereunder).




**Section
      9.7**  **Governing
      Law**




This
      Agreement shall be governed by and construed in accordance with the domestic
      laws of the State of Delaware, without giving effect to any choice of law or
      conflict provision or rule (whether of the State of Delaware or any other
      jurisdiction) that would cause the laws of any jurisdiction other than the
      State
      of Delaware to be applied. In furtherance of the foregoing, the internal law
      of
      the State of Delaware shall control the interpretation and construction of
      this
      Agreement, even if under such jurisdiction’s choice of law or conflict of law
      analysis, the substantive law of some other jurisdiction would ordinarily apply.
      Any controversy or claim arising under this Agreement shall be subject to the
      exclusive jurisdiction of the Court of Chancery of the State of Delaware and
      each Party submits to the jurisdiction of such court for purposes of resolving
      any such controversy.




**Section
      9.8**  **Notices**




All
      demands, notices, communications and reports provided for in this Agreement
      shall be in writing and shall be either sent by facsimile with confirmation
      to
      the number specified below or personally delivered or sent by reputable
      overnight courier service (delivery charges prepaid) to any Party at the address
      specified below, or at such address, to the attention of such other Person,
      and
      with such other copy, as the recipient Party has specified by prior written
      notice to the sending Party pursuant to the provisions of this Section
      9.8 .




If
      to the
      Company or the Sellers:




Mercury
      Air Centers, Inc.


355
      Richmond Road


Richmond
      Heights, OH 44143


Telecopy:  (216)
      289-6932


Attn:
      Kenneth C. Ricci




66




Allied
      Capital Corporation


1919
      Pennsylvania Avenue, NW


Washington,
      D.C. 20006-3434


Telecopy:  (202)
      721-6101


Attn:
      Mark F. Raterman





with
      copies, which shall not constitute notice to the Company or


the
      Sellers, to:




DLA
      Piper
      US LLP


1200
      Nineteenth Street, NW


Washington,
      D.C. 20036-2412


Telecopy:  (202)
      223-2085


Attn:
      Anthony H. Rickert, Esq.




If
      to the
      Purchaser:




Macquarie
      FBO Holdings LLC


125
      West
      55 th Street,
      22 nd Floor


New
      York,
      NY 10014


Telecopy:
      (212) 231-1717


Attn:
      Peter Stokes







with
      copies, which shall not constitute notice to the Purchaser, to:




Pillsbury
      Winthrop Shaw Pittman LLP


1650
      Tysons Blvd.


Suite
      1400


McLean,
      VA 22102


Telecopy:
      (703) 770-7901


Attn:  Craig
      E.
      Chason, Esq.


David
      J.
      Charles, Esq.





Any
      such
      demand, notice, communication or report shall be deemed to have been given
      pursuant to this Agreement when delivered personally, when confirmed if by
      facsimile or on the business day after deposit with a reputable overnight
      courier service, as the case may be.




**Section
      9.9**  **Schedules
      and Exhibits**




The
      Schedules and Exhibits to this Agreement constitute a part of this Agreement
      and
      are incorporated into this Agreement for all purposes as if fully set forth
      herein. The inclusion of any information (including dollar amounts) in any
      section of the Schedules shall not be deemed to be an admission or
      acknowledgment by the Company that such information is required to be listed
      on
      such section of the Schedules or is material to or outside the ordinary course
      of business of the Company or the Subsidiaries, as applicable. The information
      contained in this Agreement, the Exhibits hereto and the Schedules is disclosed
      solely for purposes of this Agreement, and no information contained herein
      or
      therein shall be deemed to be an admission by any Party hereto to any third
      party of any matter whatsoever (including, any violation of a Legal Requirement
      or breach of contract).




67




**Section
      9.10**  **Counterparts**




The
      Parties may execute this Agreement by facsimile transmission in two or more
      counterparts (no one of which need contain the signatures of all Parties),
      each
      of which shall be an original and all of which together shall constitute one
      and
      the same instrument.




**Section
      9.11**  **Time
      is of the Essence**




The
      Parties hereby expressly acknowledge and agree that time is of the essence
      for
      each and every provision of this Agreement.




**Section
      9.12**  **No
      Third-Party Beneficiaries**




Except
      as
      otherwise expressly provided in this Agreement, no Person which is not a Party
      shall have any right or obligation pursuant to this Agreement.




**Section
      9.13**  **Headings**




The
      headings used in this Agreement are for the purpose of reference only and shall
      not affect the meaning or interpretation of any provision of this
      Agreement.




[ *Signatures
      appear on next page* ]





68




IN
      WITNESS WHEREOF, the Parties have executed this Stock Purchase Agreement as
      of
      the date first written above.




WITNESS:
            **MACQUARIE
              FBO HOLDINGS LLC**/s/
              Bernard Carroll
            By:
            /s/ Peter
              StokesName:Peter
                Stokes
              Title:Chief
                Executive Officer **MERCURY
              AIR CENTERS, INC.**By:
            /s/ Daniel
              L.
              RussellName:Daniel
                L. Russell
              Title:Chairman






[ *Signatures
      continued on next page* ]





69





**STOCKHOLDER
      SIGNATURE PAGE**











WITNESS:
              **ALLIED
                CAPITAL CORPORATION,**as
                the Seller Representative****/s/
                Bernard Carroll
              By:
              /s/ Daniel
                L.
                RussellName:Daniel
                  L. Russell
                Title:Managing
                  Director WITNESS:
              **ALLIED
                CAPITAL CORPORATION**By:
              /s/ Daniel
                L.
                RussellName:Daniel
                  L. Russell
                Title:Managing
                  Director
 WITNESS:
              **DIRECTIONAL
                AVIATION GROUP, LLC**By:
              /s/ Kenneth
                C. RicciName:Kenneth
                  C. Ricci
                Title:


By:
            /s/ Kenneth
              C. Ricci**Kenneth
                C. Ricci**


By:
            /s/ David
              Moore**David
                Moore**









70