**LOAN
      AGREEMENT**






THIS made
      the
      ___20 Th _______
      day of November, 2006




AMONG:


**SERVICE
      AIR GROUP INC. (New Jersey),** 12692
      -
      97th Avenue, Surrey, British Columbia V3V 2E9





(herein “Lender”)


OF
      THE
      FIRST PART


AND:





**SERVICE
      AIR GROUP INC. (Canada),** 5455
      Airport Road South, Richmond, British Columbia V4B 2E9





(herein “Company”)


OF
      THE
      SECOND PART





**WHEREAS:**




A.   This
      Loan
      Agreement (the “Loan Agreement”) is entered into this date by and between the
      Lender and the Company.




B.   The
      purpose of this Loan Agreement is to set out terms of the arrangement by which
      Lender agrees to make a loan of up to US$227,400 (“Loan”) to the Company. A
      portion of the funds comprising the Loan have been previously advanced to the
      Company by virtue of the Company’s previous status as a subsidiary of the
      Lender. However, the transaction under which the Lender acquired the Company
      has
      been rescinded and the parties hereby seek to treat all funds advanced as the
      Loan to be governed by the terms contained herein.




**1.**
            **DEFINITIONS**




1.1  “Indebtedness”
      means all loans and advances made or which may be made by the Lender to the
      Company and Interest thereon and all costs, charges and expenses of or incurred
      by the Lender in connection with any Securities and in connection with any
      property covered by or comprised in the Securities, whether in protecting,
      preserving, realizing or collecting any Securities or property aforesaid or
      attempting so to do or otherwise and all other obligations and liabilities,
      present or future, direct or indirect, absolute or contingent, mature or not,
      of
      the Company to the Lender arising under or by virtue of this Agreement, the
      Securities or otherwise howsoever.











1.2  “Interest”
      will be at 6% (six percent) simple interest per annum.




1.3  “Principal”
      means the aggregate principal amount of money loaned to the Company by the
      Lender of up to two h undred
      twenty-seven thousand four hundred dollars (US$227,400).




1.4  “Securities”
      means the securities referred to in Article 3 or any renewal thereof or
      substitution therefore.




**2.**
            **TERMS
                OF THE LOAN**




2.1  The
      Lender has lent to the Company, and the Company has borrowed from the Lender
      by
      way of one advance to be evidenced by a promissory note in the form attached
      hereto as Schedule “A”, the Principal sum of up to two h undred
      twenty-seven thousand four hundred dollars (US$227,400) subject
      to the terms and conditions of this Agreement and the Securities.




2.2  For
      value
      received, Company promises to pay to Lender on the tenth anniversary of the
      date
      of this Loan Agreement (the “Maturity Date”) the amount of the Principal which
      has been advanced hereunder and remains outstanding, with accrued and unpaid
      Interest, in respect of any amount of the Principal and
      Interest from the date of funding. Interest will be calculated on basis of
      6%
      (six percent) per annum and will be calculated and payable quarterly, commencing
      from the date funds advanced. Notwithstanding the above the Company may repay
      any or all of the Principal then outstanding and accrued and unpaid Interest
      without penalty on giving 20 days notice to the Lender.











**3.**
            **SECURITY
                FOR THE LOAN**




3.1  The
      Company hereby grants a lien over all of its present and after acquired property
      in favour of the Lender as security for all Indebtedness incurred by the Company
      hereunder; and the Company agrees that forthwith upon request by the Lender
      that
      it will execute and deliver to the Lender such security agreements and financing
      statements (collectively, the “Securities”) as the Lender may require, acting
      reasonably, to secure and perfect the security interests granted hereby, and
      to
      co-operate with the Lender in the registration and perfection of such security
      interests as may be advisable in light of applicable law.




**4.**
            **AFFIRMATIVE
                COVENANTS OF THE
                COMPANY**




4.1   At
      all
      times while any Principal or Interest on the Loan is outstanding, the Company
      will:




(1)
            maintain
                the properties and assets being the subject of the Securities in
                good
                repair;




(2)
            keep
                true records and books of account in which full, true and correct
                entries
                will be made in accordance with generally accepted accounting principles
                consistently applied throughout the period involved, and maintain
                adequate
                accounts and reserves for all taxes, including taxes on income and
                profits, all depreciation and amortization of his properties and
                assets
                and all such other reserves for contingencies as would normally be
                required in accordance with generally accepted accounting
                principles;




(3)
            permit
                any representative of the Lender to visit and inspect the properties
                charged by the Securities and to examine the Company’s books, records,
                leases and other documents relating thereto and to enquire from time
                to
                time as to particulars of any of the foregoing, all at such times
                and so
                often as may reasonably be requested;
                and




(4)
            forthwith
                upon request of the Lender execute and deliver to the Lender all
                such
                further and other mortgages, deeds, documents, matters, acts, things
                and
                insurances in law (collectively, the “Ancillary Items”) for the purpose of
                record or otherwise which the Lender may reasonably require to perfect
                the
                intentions and provisions of this Agreement; provided that the Company
                will not be obligated to execute and deliver any Ancillary Items
                where the
                execution and delivery of such Ancillary Items would breach the terms
                and
                conditions of any lease of real property existing on the date hereof
                to
                which the Company is a party.




**5.**
            **DEFAULT**




5.1  Default
      by the Company .
      The
      occurrence of one or more of the following events shall constitute an “event of
      default”, namely:




(1)
            if
                the Company fails to make payment of the Indebtedness or any part
                thereof
                as and when the same comes due and
                payable;




(2)
            if
                any representation or warranty contained herein or otherwise made
                in
                writing to the Lender in connection with any of the transactions
                contemplated by this Agreement is found to be false or misleading
                or
                incorrect in any material respect on the date which it was
                made;




(3)
            if
                the Company defaults in the performance of or compliance with any
                term,
                covenant or agreement contained in this Agreement or in any of the
                Securities and the default is not remedied within twenty (20) days
                after notice thereof has been given to the
                Company;




(4)
            the
                entry of a decree or order for relief by a court having jurisdiction
                in
                respect of the Company in an involuntary case under the federal bankruptcy
                laws, as now or hereafter constituted, or any other applicable federal
                or
                state bankruptcy, insolvency or other similar
                laws;




(5)
            the
                commencement by the Company of a voluntary case under the federal
                bankruptcy laws, as now or hereafter constituted, or any other applicable
                federal or state bankruptcy, insolvency or other similar
                laws;













(6)
            the
                appointment of a receiver, liquidator, assignee, custodian, trustee,
                sequestrator (or similar official) of the Company or for any material
                part
                of the Company’s property;




(7)
            the
                consent by the Company to the appointment of, or taking possession
                by, a
                receiver, liquidator, assignee, custodian, trustee, sequestrator
                (or
                similar official) of the Company or for any material part of the
                Company’s
                property;




(8)
            the
                issuance of an order for the winding up or liquidation of the affairs
                of
                the Company and the continuance of such decree, order or appointment
                unstayed and in effect for a period of sixty (60) consecutive
                days;




(9)
            the
                making by the Company of an assignment for the benefit of its
                creditors;




(10)
            the
                institution by or against the Company of any formal or informal proceeding
                for the dissolution or liquidation of, settlement of claims against
                or
                winding-up of the affairs of the
                Company;




(11)
            the
                threat by the Company of ceasing to carry on business or the Company
                ceasing to carry on business;




(12)
            the
                entry of a decree or order or an effective resolution passed for
                winding-up the Company;




(13)
            the
                entry by the Company into any reconstruction, reorganization,
                amalgamation, merger or other similar arrangement with any other
                person;
                or




(14)
            if
                any encumbrancer takes possession of the properties being the subject
                of
                the Securities or being financed with the Loan, unless the Company
                in good
                faith dispute the encumbrancer’s claim and non-payment does not jeopardize
                the title of the Company to any such property or any way impairs
                any of
                the Securities; or




5.2  Upon
      the
      occurrence of any one of these events of default, the entire amount of the
      Principal and Interest then outstanding shall immediately become due and
      payable.




5.3  Lender’s
      delay or failure to insist upon the strict performance of the Company’s
      obligations under this Loan Agreement or the Securities shall not be construed
      as a waiver of Lender’s right to later require strict performance nor as a
      waiver of any of Lender’s legal and equitable remedies.




**6.**
            **PAYMENT
                ON MATURITY**




6.1  On
      the
      Maturity Date, the Company will deliver the Principal then outstanding and
      any
      earned Interest due Lender by wire transfer to Lender’s nominated bank account
      or in cash or certified cheque delivered to the address of Lender.











**7.**
            **NOTICES**




7.1  Any
      notice, request, demand, claim, instruction, or other document to be given
      to
      any party pursuant to this Loan Agreement shall be in writing delivered
      personally or sent by mail, registered or certified, postage fully prepaid,
      as
      follows:




If
      to,
      Lender to the address set forth on the first page of this Loan
      Agreement.




If
      to
      Company, to the addresses set forth on the first page of this Loan Agreement,
      with a copy to:




**Clark
      Wilson LLP**




800
      - 885
      West Georgia Street




Vancouver,
      British Columbia




V6C
      3H1




Attention:
      William L. Macdonald




7.2  Any
      party
      may give any notice, request, demand, claim, instruction, or other document
      under this section using any other means (including expedited courier, messenger
      service, telecopy, facsimile, telex, ordinary mail, or electronic mail), but
      no
      such notice, request, demand, claim, instruction, or other document shall be
      deemed to have been duly given unless and until it actually is received by
      the
      individual for whom it is intended. Any party may change its address for
      purposes of this section by giving notice of the change of address to the other
      party in the manner provided in this section.




**8.**
            **TERMINATION**




8.1  This
      Loan
      Agreement may, by written notice, be terminated as follows:




(a)
            by
                either the Company or the Lender if a material breach of any provision
                of
                this Loan Agreement has been committed by the other party and such
                breach
                has not been waived; or




(b)
            by
                mutual written consent of the Company and
                Lender.




8.2  Each
      Party’s right of termination is in addition to any other rights it may have
      under this Loan Agreement or otherwise, and the exercise of a right of
      termination will not be an election of remedies; provided, however, that if
      this
      Loan Agreement is terminated by a party because of a breach of the Loan
      Agreement by the other party or because one or more of the conditions to the
      terminating party’s obligations under this Loan Agreement is not satisfied as a
      result of the other party’s failure to comply with its obligations under this
      Loan Agreement, the terminating party’s right to pursue all legal remedies will
      survive such termination unimpaired. For greater certainty, termination of
      this
      Loan Agreement does not release the Company from its obligations hereunder
      in
      respect of any Principal then outstanding.











**9.**
            **INDEMNIFICATION**




9.1  All
      representations, warranties, covenants, and obligations in this Loan Agreement,
      and any other certificate or document delivered pursuant to this Loan Agreement
      will survive the Loan Agreement. The right to indemnification, payment of
      damages or other remedy based on such representations, warranties, covenants,
      and obligations will not be affected by any investigation conducted with respect
      to, or any knowledge acquired (or capable of being acquired) at any time,
      whether before or after the execution and delivery of this Loan Agreement,
      with
      respect to the accuracy or inaccuracy of or compliance with, any such
      representation, warranty, covenant, or obligation. The waiver of any condition
      based on the accuracy of any representation or warranty, or on the performance
      of or compliance with any covenant or obligation, will not affect the right
      to
      indemnification, payment of damages, or other remedy based on such
      representations, warranties, covenants, and obligations.




9.2  The
      Company and the Lender mutually agree to indemnify and hold each other harmless
      along with their respective representatives, stockholders, controlling persons,
      and affiliates (collectively, the “Indemnified Persons”) for, and will pay to
      the Indemnified Persons the amount of, any loss, liability, claim, damage
      (including incidental and consequential damages), expense (including costs
      of
      investigation and defense and reasonable attorneys’ fees) or diminution of
      value, whether or not involving a third-party claim, arising, directly or
      indirectly, from or in connection with any breach of any representation,
      warrant, covenant or obligation made by the other Party in this Loan Agreement.




**10.**
            **GENERAL
                PROVISIONS**




10.1  The
      Parties agree to furnish upon request to each other such further information,
      and to execute and deliver to each other such other documents, and to do such
      other acts and things, all as the other party may reasonably request for the
      purpose of carrying out the intent of this Loan Agreement.




10.2  The
      rights and remedies of the parties to this Loan Agreement are cumulative and
      not
      alternative. Neither the failure nor any delay by any party in exercising any
      right, power, or privilege under this Loan Agreement or the documents referred
      to in this Loan Agreement will operate as a waiver of such right, power, or
      privilege, and no single or partial exercise of any such right, power, or
      privilege will preclude any other or further exercise of such right, power,
      or
      privilege or the exercise of any other right, power, or privilege. To the
      maximum extent permitted by applicable law, (a) no claim or right arising
      out of this Loan Agreement or the documents referred to in this Loan Agreement
      can be discharged by one party, in whole or in part, by a waiver or renunciation
      of the claim or right unless in writing signed by the other party; (b) no
      waiver that may be given by a party will be applicable except in the specific
      instance for which it is given; and (c) no notice to or demand on one party
      will be deemed to be a waiver of any obligation of such party or of the right
      of
      the party giving such notice or demand to take further action without notice
      or
      demand as provided in this Loan Agreement or the documents referred to in this
      Loan Agreement.




10.3  This
      Loan
      Agreement supersedes all prior agreements between the parties with respect
      to
      its subject matter and constitutes (along with the documents referred to in
      this
      Loan Agreement) a complete and exclusive statement of the terms of the agreement
      between the parties with respect to its subject matter. This Loan Agreement
      may
      not be amended except by a written agreement executed by the party to be charged
      with the amendment.











10.4  Neither
      party may assign any of its rights under this Loan Agreement without the prior
      consent of the other parties. This Loan Agreement will apply to, be binding
      in
      all respects upon, and inure to the benefit of the successors and permitted
      assigns of the parties. Nothing expressed or referred to in this Loan Agreement
      will be construed to give any Person other than the parties to this Loan
      Agreement any legal or equitable right, remedy, or claim under or with respect
      to this Loan Agreement or any provision of this Loan Agreement. This Loan
      Agreement and all of its provisions and conditions are for the sole and
      exclusive benefit of the parties to this Loan Agreement and their successors
      and
      assigns.




10.5  If
      any
      provision of this Loan Agreement is held invalid or unenforceable by any court
      of competent jurisdiction, the other provisions of this Loan Agreement will
      remain in full force and effect. Any provision of this Loan Agreement held
      invalid or unenforceable only in part or degree will remain in full force and
      effect to the extent not held invalid or unenforceable.




10.6  This
      Loan
      Agreement will be governed by the laws of the Province of British
      Columbia.




10.7  This
      Loan
      Agreement may be signed in as many counterparts is as necessary and all
      signatures so executed shall constitute one Agreement, binding on all Parties
      as
      if each was a signatory on the original.




**11.**
            **SIGNATURES**




11.1  IN
      WITNESS WHEREOF, the parties have executed and delivered this Loan Agreement
      as
      of the date first written above.






**SERVICE
      AIR GROUP INC. (New Jersey)**






Per:/s/
      Mohammad Sultan (President/CEO)


Authorized
      Signatory






**SERVICE
      AIR GROUP INC. (Canada)**






Per:
      _/s/
      Jag Dhillon (President/CEO)


Authorized
      Signatory

























**SCHEDULE
      “A”**






**PROMISSORY
      NOTE**




November
      20, 2006




**US$227,400**




FOR
      VALUE
      RECEIVED, the undersigned (the “Borrower”) promise to pay to Service Air Group
      Inc. (New Jersey), **** of
      12692
      - 97th Avenue, Surrey, British Columbia V3V 2E9 (the “Lender”) the principal sum
      of two hundred twenty-seven thousand four hundred United States Dollars
      (US$227,400) in lawful currency of the United States (the “Principal Sum”),
      together with Interest thereon as herein provided.




The
      Principal Sum or such amount as shall remain outstanding from time to time
      shall
      bear simple Interest thereon, calculated monthly, not in advance, at a rate
      of
      six percent (6%) percent per annum both before and after each of maturity,
      default and judgment commencing on the day the Principal Sum is advanced by
      the
      Lender to the Borrower. In the event of any partial repayments made on the
      Principal Sum, such payments shall be applied firstly towards accrued Interest
      and then towards the Principal Sum.




The
      Principal Sum and all accrued but unpaid Interest at the rate aforesaid will
      become due and payable on the 21 st day of
      November, 2016.




Extension
      of time of payment of all or any part of the amount owing hereunder at any
      time
      or times and failure of the Lender to enforce any of its rights or remedies
      hereunder shall not release the Borrower from its obligations hereunder or
      constitute a waiver of the rights of the Lender to enforce any rights and
      remedies therein.




On
      default in payment of any sum due hereunder for the Principal Sum or Interest
      or
      after 15 days’ notice of Default to the Borrower upon the occurrence of an Event
      of Default as defined pursuant to the Loan Agreement, entered into between
      the
      Borrower and the Lender and dated for reference November 20, 2006, or any
      amendments thereto, the unpaid balance of the Principal Sum and all accrued
      Interest thereon shall at the option of the Lender forthwith become due and
      payable.




The
      undersigned, when not in default hereunder, will have the privilege of prepaying
      in whole or in part the Principal Sum and accrued Interest without bonus or
      penalty upon 20 days’ notice.




Presentment,
      protest, notice of protest and notice of dishonour are hereby
      waived.






**SERVICE
      AIR GROUP INC. (Canada)**






Per:
      /s/
      Jag Dhillon (President/CEO)


Authorized
      Signatory