EXHIBIT 10.7

                     IRREVOCABLE TRANSFER AGENT INSTRUCTIONS



                                February 14, 2006



Executive Registrar & Transfer Agency, Inc.
3615 South Huron Street #104
Englewood, Colorado 80110


         RE:      ELITE FLIGHT SOLUTIONS, INC.

Ladies and Gentlemen:


      Reference  is made to that  certain  Securities  Purchase  Agreement  (the
"Securities  Purchase  Agreement")  of even date  herewith by and between  Elite
Flight Solutions, Inc., a Nevada corporation (the "Company"), and the Buyers set
forth on  Schedule I  attached  thereto  (collectively  the  "Buyers")  and that
certain  Pledge and  Escrow  Agreement  (the  "Pledge  Agreement")  of even date
herewith among the Company, the Buyers and David Gonzalez, Esq., as escrow agent
(the "Escrow Agent"). Pursuant to the Securities Purchase Agreement, the Company
shall  sell to the  Buyers,  an the  Buyers  shall  purchase  from the  Company,
convertible  debentures  (collectively,   the  "Debentures")  in  the  aggregate
principal  amount of Two Million Two Hundred  Sixty Seven  Thousand  One Hundred
Sixty Four Dollars  ($2,267,164),  plus accrued interest,  which are convertible
into  shares of the  Company's  common  stock,  par value  $0.001 per share (the
"Common Stock"),  at the Buyers  discretion.  The Company has also issued to the
Buyer warrants to purchase up to Two Hundred  Million shares of Common Stock, at
the  Buyer's  discretion  (the  "Warrant").  These  instructions  relate  to the
following stock or proposed stock issuances or transfers:

      1.    Shares of Common Stock to be issued to the Buyers upon conversion of
            the Debentures ("Conversion Shares") plus the shares of Common Stock
            to be issued to the Buyers upon  conversion of accrued  interest and
            liquidated damages into Common Stock (the "Interest Shares").

      2.    Up to 200,000,000 shares of Common Stock to be issued to the Buyers
            upon exercise of the Warrant (the "Warrant Shares").

This letter  shall  serve as our  irrevocable  authorization  and  direction  to
Executive  Registrar & Transfer  Agency,  Inc. (the "Transfer  Agent") to do the
following:

<PAGE>

1. Conversion Shares and Warrant Shares.

      a.    Instructions  Applicable  to  Transfer  Agent.  With  respect to the
            Conversion  Shares,  Warrant  Shares and the  Interest  Shares,  the
            Transfer Agent shall issue the Conversion Shares, Warrant Shares and
            the Interest Shares to the Buyers from time to time upon delivery to
            the  Transfer  Agent  of a  properly  completed  and  duly  executed
            Conversion Notice (the "Conversion  Notice") in the form attached as
            Exhibit  A to the  Debentures,  or a  properly  completed  and  duly
            executed  Exercise  Notice  (the  "Exercise  Notice")  in  the  form
            attached  as Exhibit A to the  Warrant,  delivered  to the  Transfer
            Agent by the Escrow Agent on behalf of the Company.  Upon receipt of
            a Conversion Notice or an Exercise Notice,  the Transfer Agent shall
            within three (3) Trading Days  thereafter (i) issue and surrender to
            a common carrier for overnight  delivery to the address as specified
            in the  Conversion  Notice or the Exercise  Notice,  a  certificate,
            registered in the name of the Buyer or its designees, for the number
            of shares of Common  Stock to which the Buyer  shall be  entitled as
            set  forth in the  Conversion  Notice  or  Exercise  Notice  or (ii)
            provided the Transfer Agent is participating in The Depository Trust
            Company ("DTC") Fast Automated Securities Transfer Program, upon the
            request of the  Buyers,  credit such  aggregate  number of shares of
            Common Stock to which the Buyers shall be entitled to the Buyer's or
            their  designees'  balance  account  with DTC  through  its  Deposit
            Withdrawal At Custodian  ("DWAC")  system  provided the Buyer causes
            its bank or broker to initiate  the DWAC  transaction.  For purposes
            hereof  "Trading  Day" shall mean any day on which the Nasdaq Market
            is open for customary trading.

      b.    The Company hereby confirms to the Transfer Agent and the Buyer that
            certificates  representing  the  Conversion  Shares and the  Warrant
            Shares shall not bear any legend restricting transfer and should not
            be subject to any stop-transfer  restrictions and shall otherwise be
            freely  transferable  on the  books  and  records  of  the  Company;
            provided  that  counsel to the  Company  delivers  (i) the Notice of
            Effectiveness  set forth in  Exhibit I  attached  hereto and (ii) an
            opinion of  counsel  in the form set forth in  Exhibit  II  attached
            hereto,  and that if the Conversion  Shares,  Warrant Shares and the
            Interest Shares are not registered for sale under the Securities Act
            of 1933,  as  amended,  then  the  certificates  for the  Conversion
            Shares,  Warrant Shares and Interest Shares shall bear the following
            legend:


            "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT  BEEN
            REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR
            APPLICABLE  STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
            FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
            ASSIGNED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT FOR
            THE  SECURITIES  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR
            APPLICABLE  STATE  SECURITIES  LAWS, OR AN OPINION OF COUNSEL,  IN A
            FORM REASONABLY  ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
            REQUIRED  UNDER  SAID ACT OR  APPLICABLE  STATE  SECURITIES  LAWS OR
            UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."

                                       2
<PAGE>

      c.    In the event that counsel to the Company  fails or refuses to render
            an opinion as required to issue the Conversion Shares or the Warrant
            Shares in accordance  with the preceding  paragraph  (either with or
            without  restrictive  legends,  as  applicable),  then  the  Company
            irrevocably and expressly  authorizes counsel to the Buyer to render
            such  opinion.  The  Transfer  Agent shall accept and be entitled to
            rely on such  opinion for the  purposes  of issuing  the  Conversion
            Shares.

      d.    Instructions  Applicable  to Escrow Agent.  Upon the Escrow  Agent's
            receipt of a properly completed Conversion Notice or Exercise Notice
            and the Aggregate  Exercise  Price (as defined in the Warrant),  the
            Escrow Agent shall,  within one (1) Trading Day thereafter,  send to
            the Transfer Agent the Conversion  Notice or Exercise  Notice as the
            case may be, which shall  constitute an  irrevocable  instruction to
            the  Transfer  Agent to process such  Conversion  Notice or Exercise
            Notice in accordance with the terms of these instructions.

2. All Shares.

      a.    The  Transfer  Agent  shall  reserve  for  issuance  to the Buyers a
            minimum of Six Hundred Million  (600,000,000)  Conversion Shares and
            Two Hundred Million  (200,000,000)  Warrant Shares.  All such shares
            shall  remain in reserve  with the  Transfer  Agent until the Buyers
            provides the Transfer Agent instructions that the shares or any part
            of them shall be taken out of reserve and shall no longer be subject
            to the terms of these instructions.

      b.    The Transfer Agent shall rely exclusively on the Conversion  Notice,
            the  Escrow  Notice,  or the  Exercise  Notice  and  shall  have  no
            liability for relying on such  instructions.  Any Conversion Notice,
            Escrow  Notice,   or  Exercise  Notice  delivered   hereunder  shall
            constitute  an  irrevocable  instruction  to the  Transfer  Agent to
            process such notice or notices in accordance with the terms thereof.
            Such notice or notices may be  transmitted  to the Transfer Agent by
            facsimile or any commercially reasonable method.

      c.    The Company  hereby  confirms to the  Transfer  Agent and the Buyers
            that no instructions other than as contemplated herein will be given
            to  Transfer  Agent  by the  Company  with  respect  to the  matters
            referenced herein. The Company hereby authorizes the Transfer Agent,
            and the Transfer Agent shall be obligated, to disregard any contrary
            instructions received by or on behalf of the Company.


      Certain  Notice  Regarding the Escrow Agent.  The Company and the Transfer
Agent hereby acknowledge that the Escrow Agent is general counsel to the Buyers,
a partner of the  general  partner  of the  Buyers and  counsel to the Buyers in
connection with the transactions  contemplated and referred herein.  The Company
and the  Transfer  Agent  agree  that in the  event of any  dispute  arising  in
connection  with this Agreement or otherwise in connection  with any transaction
or  agreement  contemplated  and  referred  herein,  the Escrow  Agent  shall be
permitted  to continue to  represent  the Buyers and neither the Company nor the
Transfer Agent will seek to disqualify such counsel.


                                       3
<PAGE>

      The Company  hereby agrees that it shall not replace the Transfer Agent as
the Company's transfer agent without the prior written consent of the Buyers.


      Any attempt by Transfer  Agent to resign as the Company's  transfer  agent
hereunder shall not be effective until such time as the Company  provides to the
Transfer Agent written notice that a suitable replacement has agreed to serve as
transfer agent and to be bound by the terms and conditions of these  Irrevocable
Transfer Agent Instructions.


      The Company herby confirms and the Transfer Agent  acknowledges that while
any portion of the Debenture  remains unpaid and unconverted the Company and the
Transfer Agent shall not, without the prior consent of the Buyers, (i) issue any
Common Stock or Preferred Stock without consideration or for a consideration per
share less than closing bid price determined  immediately prior to its issuance,
(ii) issue any Preferred Stock, warrant, option, right, contract, call, or other
security or instrument  granting the holder  thereof the right to acquire Common
Stock  without  consideration  or for a  consideration  per share  less than the
closing  bid  price of the  Common  Stock  determined  immediately  prior to its
issuance, (iii) issue any S-8 shares of the Company's Common Stock.


      The Company and the  Transfer  Agent hereby  acknowledge  and confirm that
complying  with the terms of this  Agreement does not and shall not prohibit the
Transfer Agent from satisfying any and all fiduciary responsibilities and duties
it may owe to the Company.


      The Company and the Transfer Agent  acknowledge that the Buyers is relying
on the  representations and covenants made by the Company and the Transfer Agent
hereunder  and are a material  inducement to the Buyers  purchasing  convertible
debentures under the Securities Purchase Agreement. The Company and the Transfer
Agent further acknowledge that without such representations and covenants of the
Company and the Transfer Agent made hereunder, the Buyers would not purchase the
Debentures.


      Each party hereto  specifically  acknowledges and agrees that in the event
of a breach or threatened breach by a party hereto of any provision hereof,  the
Buyers  will  be  irreparably  damaged  and  that  damages  at law  would  be an
inadequate  remedy if these  Irrevocable  Transfer Agent  Instructions  were not
specifically enforced.  Therefore, in the event of a breach or threatened breach
by a party hereto, including,  without limitation,  the attempted termination of
the  agency  relationship  created  by this  instrument,  the  Buyers  shall  be
entitled,  in  addition  to all  other  rights  or  remedies,  to an  injunction
restraining such breach,  without being required to show any actual damage or to
post any bond or other security,  and/or to a decree for specific performance of
the provisions of these Irrevocable Transfer Agent Instructions.


                  [Remainder of Page Intentionally Left Blank]





                                       4
<PAGE>


      IN  WITNESS  WHEREOF,  the  parties  have  caused  this  letter  agreement
regarding  Irrevocable  Transfer  Agent  Instructions  to be duly  executed  and
delivered as of the date first written above.

                                              COMPANY:

                                              ELITE FLIGHT SOLUTIONS, INC.

                                              By:      /s/ Bruce Edwards
                                                 -------------------------------
                                              Name:       Bruce Edwards
                                              Title:      President


                                              /s/ David Gonzalez
                                              ----------------------------------
                                              David Gonzalez, Esq.



Executive Registrar & Transfer Agency, Inc.

By:______________________________________
Name:____________________________________
Title:___________________________________


                                       5
<PAGE>





                                   SCHEDULE I

                               SCHEDULE OF BUYERS

<TABLE>
<CAPTION>
                                                                                        Address/Facsimile
Name                                    Signature                                       Number of Buyers
-------------------------------         --------------------------------                -------------------------------
<S>                                     <C>                                             <C>
Montgomery Equity Partners, Ltd.        By:      Yorkville Advisors, LLC                101 Hudson Street - Suite 3700
                                        Its:     General Partner                        Jersey City, NJ  07303
                                                                                        Facsimile:        (201) 985-8266

                                        By: /s/  Robert Press
                                            ---------------------
                                        Name:    Robert Press
                                        Its:     Portfolio Manager
</TABLE>





                                  SCHEDULE I-1
<PAGE>

                                    EXHIBIT I

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


_________, 2005



Attention:

RE:      ELITE FLIGHT SOLUTIONS, INC.

Ladies and Gentlemen:


      We are counsel to Elite Flight Solutions,  Inc., (the "Company"), and have
represented  the Company in  connection  with that certain  Securities  Purchase
Agreement,  dated as of February __, 2006 (the "Securities Purchase Agreement"),
entered  into by and among the  Company  and the Buyers set forth on  Schedule I
attached thereto  (collectively the "Buyers")  pursuant to which the Company has
agreed to sell to the Buyers up to Two Million Two Hundred Sixty Seven  Thousand
One Hundred Sixty Four Dollars  ($2,267,164) of secured convertible  debentures,
which  shall  be  convertible  into  shares  (the  "Conversion  Shares")  of the
Company's  common  stock,  par value $0.001 per share (the "Common  Stock"),  in
accordance with the terms of the Securities Purchase Agreement.  Pursuant to the
Securities Purchase Agreement,  the Company also has entered into a Registration
Rights Agreement,  dated as of February __, 2006, with the Buyers (the "Investor
Registration  Rights  Agreement")  pursuant to which the Company  agreed,  among
other things,  to register the  Conversion  Shares under the  Securities  Act of
1933, as amended (the "1933 Act"). In connection with the Company's  obligations
under the Securities  Purchase Agreement and the Registration  Rights Agreement,
on  _______,  2006,  the  Company  filed  a  Registration  Statement  (File  No.
___-_________)  (the "Registration  Statement") with the Securities and Exchange
Commission (the "SEC") relating to the sale of the Conversion Shares.


      In  connection  with the  foregoing,  we advise the Transfer  Agent that a
member of the SEC's staff has advised us by  telephone  that the SEC has entered
an order declaring the  Registration  Statement  effective under the 1933 Act at
____ P.M. on __________, 2005 and we have no knowledge, after telephonic inquiry
of a member of the SEC's staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before,  or
threatened  by, the SEC and the  Conversion  Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.

                                  EXHIBIT I-1
<PAGE>

      The Buyers has  confirmed  it shall  comply with all  securities  laws and
regulations   applicable  to  it  including   applicable   prospectus   delivery
requirements upon sale of the Conversion Shares.


                                                     Very truly yours,




                                                     By:________________________




                                  EXHIBIT I-2
<PAGE>




                                   EXHIBIT II


                                   EXHIBIT II


                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


                                 FORM OF OPINION


________________ 2005

VIA FACSIMILE AND REGULAR MAIL


Attention:

         RE:      ELITE FLIGHT SOLUTIONS, INC.

Ladies and Gentlemen:


      We have acted as special  counsel to Elite  Flight  Solutions,  Inc.  (the
"Company"),  in  connection  with the  registration  of  ___________shares  (the
"Shares") of its common stock with the Securities and Exchange  Commission  (the
"SEC"). We have not acted as your counsel.  This opinion is given at the request
and with the consent of the Company.


      In rendering  this opinion we have relied on the accuracy of the Company's
Registration Statement on Form SB-2, as amended (the "Registration  Statement"),
filed by the Company with the SEC on _________  ___, 2005. The Company filed the
Registration  Statement on behalf of certain selling  stockholders (the "Selling
Stockholders").  This opinion relates solely to the Selling  Shareholders listed
on Exhibit  "A" hereto and  number of Shares  set forth  opposite  such  Selling
Stockholders'  names. The SEC declared the Registration  Statement  effective on
__________ ___, 2005.


      We  understand  that the  Selling  Stockholders  acquired  the Shares in a
private offering exempt from  registration  under the Securities Act of 1933, as
amended. Information regarding the Shares to be sold by the Selling Shareholders
is  contained  under the  heading  "Selling  Stockholders"  in the  Registration
Statement,  which information is incorporated herein by reference.  This opinion
does not relate to the issuance of the Shares to the Selling  Stockholders.  The
opinions set forth herein  relate  solely to the sale or transfer by the Selling
Stockholders  pursuant to the  Registration  Statement under the Federal laws of
the United States of America.  We do not express any opinion  concerning any law
of any state or other jurisdiction.


      In  rendering  this  opinion  we have  relied  upon  the  accuracy  of the
foregoing statements.

                                   EXHIBIT II

<PAGE>

      Based on the  foregoing,  it is our  opinion  that the  Shares  have  been
registered with the Securities and Exchange  Commission under the Securities Act
of 1933,  as  amended,  and that  ________  may remove the  restrictive  legends
contained on the Shares. This opinion relates solely to the number of Shares set
forth opposite the Selling Stockholders listed on Exhibit "A" hereto.


      This opinion is furnished to Transfer  Agent  specifically  in  connection
with the issuance of the Shares,  and solely for your  information  and benefit.
This letter may not be relied upon by  Transfer  Agent in any other  connection,
and it may not be relied  upon by any other  person  or entity  for any  purpose
without our prior written consent.  This opinion may not be assigned,  quoted or
used  without our prior  written  consent.  The  opinions  set forth  herein are
rendered  as of the date hereof and we will not  supplement  this  opinion  with
respect to changes in the law or factual matters subsequent to the date hereof.

Very truly yours,


                                  EXHIBIT II-2
<PAGE>





                                    EXHIBIT A


                         (LIST OF SELLING STOCKHOLDERS)


Name:                                                        No. of Shares:
---------------------------------------------------------    -------------------



                                    EXHIBIT A