**Exhibit10.12**

**ExecutionCopy**

**CONFIDENTIAL TREATMENTREQUESTED.  CONFIDENTIAL PORTIONS OF**

**THIS DOCUMENT HAVE BEEN REDACTEDAND HAVE BEEN SEPARATELY**

**FILED WITH THE COMMISSION**

**USED BEECHCRAFT 1900D AIRLINER PURCHASE AGREEMENT**

Onthis 12th day of March, 2007, this Agreement (this “Agreement”) is madeand entered into by and between **ChamplainEnterprises, Inc. d/b/a CommutAir**, a corporation organized under thelaws of the State of New York with an address at 518 Rugar Street, Plattsburgh,NY 12901 (“Seller”) and **Big SkyTransportation Co. d/b/a Big Sky Airlines,**a corporation organizedunder the laws of Montana with an address at 1601 Aviation Place, Billings,MT  59105 (“Buyer”).

RECITALS 

A. Seller is the owner oftwelve (12) used Beechcraft Model 1900D Airliner aircraft, each together withtwo Pratt & Whitney PT 6A-67D engines, two Hartzell HC-E4A-3J propellers,avionics, parts, components, and equipment installed thereon and all records,logs, manuals, books, and other documents relating thereto.

B. Seller intends to sell,and Buyer intends to purchase, pursuant to the terms set forth in thisAgreement, the eight (8) used Beechcraft Model 1900D Airliner aircraft,together with the engines, propellers, avionics, parts, components, andequipment installed thereon listed on Schedule A attached to andincorporated into this Agreement, and all records, logs, manuals, books, andother documents relating to such aircraft (collectively referred to as the “Aircraft”).

C.Seller intends to grant to Buyer a right of first refusal to purchase the four(4) used Beechcraft Model 1900D Airliner aircraft, together with the engines,propellers, avionics, parts, components, and equipment installed thereon listedon Schedule B attached to and incorporated into this Agreement, and allrecords, logs, manuals, books, and other documents relating thereto(collectively referred to as the “Optioned Aircraft”).

NOW,THEREFORE, for and in consideration of the mutual promises, covenants andagreements set forth herein, the receipt and sufficiency of which are herebyacknowledged, Seller and Buyer agree as follows:

ARTICLE 1: ACQUISITION AND PURCHASE OF THE AIRCRAFT 

1.1                                 Aircraft. Subjectto the terms and conditions set forth in this Agreement, Seller agrees to sellto Buyer, and Buyer agrees to purchase from Seller, the Aircraft.

ARTICLE 2: PURCHASE PRICE 

2.1                                 Purchase Price. Buyeragrees to pay Seller the purchase price for each Aircraft in the amount of ******* Dollars ($*******), in sumtotal for all Aircraft in the amount of ******* Dollars ($*******) (hereafter the “PurchasePrice”).

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*** Denotesportions omitted pursuant to a request for confidentiality underRule 24b-2 of the Securities Exchange Act of 1934. A copy of thisagreement with the omitted information intact has been filed separately with theSecurities and Exchange Commission.

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The Purchase Price shall bepaid as follows:

(i)                                     Upon the execution of this Agreement, Buyer shall pay toSeller $******* by wire transfer into an accountidentified by Seller (the “Downpayment”). The Downpayment shall be anonrefundable payment, subject to Seller’s performance under Section 3.3(c) ofthis Agreement, which may be used by Seller in the operation of itsbusiness.  Seller shall apply theDownpayment to the Purchase Price as set forth below.

(ii)                                  The remaining *******Dollars ($*******) shall bepaid in the following manner. On or before the delivery date of each of theeight Aircraft, as such delivery dates are set forth in Schedule C, (i) Buyershall pay to Robert M. Peregrin, Esq., Dougherty, Fowler, Peregrin, Haught andJensen, 204 North Robinson, Suite 900, Oklahoma City, Oklahoma  73120 (the “Escrow Agent”) $*******, (ii) Buyer shall deliver to the Escrow Agent Buyer’sDeliverables as defined in Section 3.4 of this Agreement relating to eachspecified Aircraft; (iii) Seller shall apply $*******of the Downpayment to the Purchase Price of the subject Aircraft; and (iv) andSeller shall deliver to the Escrow Agent Seller’s Deliverables as defined inSection 3.3 of this Agreement relating to each specified Aircraft. Prior totaking possession of each Aircraft on the delivery dates set forth in ScheduleC, the Escrow Agent shall (a) deliver to Buyer a lien and title reportsatisfactory to Buyer, (b) pay to Seller $******* for eachAircraft ready for delivery to Buyer, (c) record the United States FederalAviation Administration (the “FAA”) bill of sale for such specifiedAircraft, (d) deliver to Buyer Seller’s long form bill of sale relating to suchspecified Aircraft, (e) deliver to Seller the Final Acceptance and Delivery andNew York State tax exemption certificate as set forth in Section 3.4.  On the occurrence of Closing relating to eachAircraft, with respect to such Aircraft, the Escrow Agent shall register theBuyer’s interests in the relevant Aircraft as a “Contract of Sale” pursuant tothe Protocol to the Convention on International Interests in Mobile Equipmenton Matters Specific to Aircraft Equipment and the regulations of the InternationalRegistry of Mobile Assets.

(iii)                             Each party shall also do and perform such other and furtheracts and execute and deliver any and all such other and further instruments asmay be required to enable the Escrow Agent to register the Buyer’s interests inthe relevant Aircraft as a “Contract of Sale” pursuant to the Protocol to theConvention on International Interests in Mobile Equipment on Matters Specificto Aircraft Equipment and theregulations of  the InternationalRegistry of Mobile Assets.

2.2                                 Escrow Costs. Buyer andSeller shall pay fifty percent (50%) of all fees, costs, and expenses of theEscrow Agent.

2.3                                 Taxes, Fees and Liens.Buyer agrees to pay, in addition to the Purchase Price, any and all taxes(including sales, use and property taxes), filing fees, transfer fees, excises,tariffs, duties or similar fees and charges which may be levied or assessedupon the Aircraft or this transaction by any regulatory, licensing or taxingauthority, except for any income tax which Seller may incur as a result of thetransactions contemplated by this Agreement. Buyer also agrees to pay any feesof any type as a result of Buyer’s activities.

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*** Denotesportions omitted pursuant to a request for confidentiality underRule 24b-2 of the Securities Exchange Act of 1934. A copy of thisagreement with the omitted information intact has been filed separately withthe Securities and Exchange Commission.

 

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ARTICLE 3: DELIVERY AND CLOSING

3.1                                 Closing. Theclosing of each of the Aircraft shall occur on the dates listed in ScheduleC attached to and incorporated into this Agreement (“Closing Dates”).The Closing shall proceed through an escrow agreement in the form attached as ExhibitA.

3.2                                 Condition ofAircraft. Upon the delivery of each Aircraft to Buyer, (i)each Aircraft shall be delivered in airworthy condition pursuant to FAA Part121 and in compliance with all airworthiness directives and mandatory servicebulletins; (ii) all installed equipment and all log book discrepancies shall becleared; (iii) there will be at least 2,000 hours left before the nextstructural inspection is due; and (iv) all records, logs, manuals, books, andother documents relating thereto shall be current and in compliance with FAAregulations (collectively, the “Delivery Conditions”). If an Aircraft isdelivered with less than 2,000 hours left before the next structural inspection,Buyer shall be entitled to a credit against the Purchase Price equal to anamount calculated as follows:
|       | (2,000 - hours left  before structural inspection) x $*** |
|------------|-----------------------------------------------------------|
| ** ** | 2,000                                                     |

 

3.3                                 Delivery of Aircraft.Each Aircraft shall be offered for acceptance and delivery at the specifiedClosing Dates set forth in Schedule C in accordance with the followingprocedure:

(A)                              The parties acknowledge that Seller currently uses and willcontinue to use each of the Aircraft in the operation of its business.Possession of the Aircraft shall at all times remain with Seller until deliveryof the Aircraft to Buyer on the Closing Dates. On and following the date that this Agreement is fully executed and deliveredby the parties hereto, Buyer shall be entitled, at its sole cost and expense,to have a representative present to observe any inspection of the Aircraft thatis conducted pursuant to Seller’s existing maintenance and inspection program.

(B)                                The Aircraft shall be delivered to Buyer on the respectiveClosing Dates set forth on Schedule C in Plattsburgh, New York. On suchdates, Buyer shall execute the Certificate of Final Acceptance and Delivery inthe form attached hereto as Exhibit B provided the DeliveryConditions are satisfied.

(C)                                Title and risk of loss or damage to the Aircraft shall passto Buyer upon delivery of the Aircraft to the Buyer. If an Aircraft is lost ormaterially damaged prior to its delivery to Buyer, the Seller shall refund toBuyer the pro rata portion of the Downpayment allocable to such Aircraft andthis Agreement shall terminate with respect to such Aircraft.

3.4                                 Seller’sClosing Deliverables. Seller shall deliver to the Escrow Agent thefollowing items (“Seller’s Closing Deliverables”):

(A)                              An original fully executed Long Form Bill of Sale for theAircraft in the form of

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*** Denotesportions omitted pursuant to a request for confidentiality underRule 24b-2 of the Securities Exchange Act of 1934. A copy of thisagreement with the omitted information intact has been filed separately withthe Securities and Exchange Commission.

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Exhibit C attached;and

(B)                                An original FAA Form Bill of Sale.

In addition, Seller shallmake the Aircraft available to Buyer for its inspection, which inspection, atBuyer’s sole expense, shall include a records check, engine borescope, and testflight.  Buyer will have the opportunityto have a representative present during the inspection.

3.5                                 Buyer’s ClosingDeliverables. Buyer shall deliver to the Escrow Agent thefollowing items:

(A)                              A fully executed Certificate of Final Acceptance and Deliveryin the form of Exhibit B attached hereto;

(B)                                An executed New York sales tax exemption certificate; and

(C)                                Such other documents as may be reasonably required by Sellerto consummate the transactions contemplated in this Agreement.

(D)                               $******* for eachAircraft.

ARTICLE 4: “AS IS”CONDITION AND SELLER’S DISCLAIMERS 

4.1                                 Warranty ofTitle. Seller represents and warrants to Buyer that at the time of deliveryto Buyer, (i) Seller shall have legal title to the Aircraft, and (ii) theAircraft shall be transferred to Buyer free and clear of any liens, claims,charges or encumbrances.

4.2                                 “As Is”Condition. **BUYERUNDERSTANDS AND AGREES THAT THE AIRCRAFT IS A USED AIRCRAFT AND THAT BUYER ISPURCHASING THE AIRCRAFT IN AN “AS IS, WHERE IS, AND WITH ALL FAULTS” CONDITION,SUBJECT ONLY TO THE WARRANTY SPECIFIED ABOVE IN SECTION 4.1. Notwithstandingthe foregoing, to the extent that any parts or components installed on or inthe Aircraft on the Closing Date are subject to any warranty issued by anymanufacturer or remanufacturer thereof, Seller will undertake reasonable steps(not including or involving the payment of any amount of money) to transfer toBuyer the contractual right to enforce any such warranty, to the extent samemay be transferable.**

4.3                                 Disclaimer ofWarranty**.**Buyer understands and agreesto each of the following disclosures, disclaimers, waivers, acknowledgementsand undertakings with respect to the Aircraft:

(A)                              Seller is not the manufacturer of the Aircraft, or of anypart or component installed in or on the Aircraft;

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*** Denotesportions omitted pursuant to a request for confidentiality underRule 24b-2 of the Securities Exchange Act of 1934. A copy of thisagreement with the omitted information intact has been filed separately withthe Securities and Exchange Commission.

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(B)                                the original manufacturer’s warranty on the Aircraft,including its engines, propellers, and avionics equipment, has expired.Notwithstanding the foregoing, to the extent that any parts or componentsinstalled on or in the Aircraft on the Closing Date are subject to any warrantyissued by any manufacturer or remanufacturer thereof, Seller will undertakereasonable steps (not including or involving the payment of any amount of money)to transfer to Buyer the contractual right to enforce any such warranty, to theextent same may be transferable.;

(C)                                **SELLER MAKES NO WARRANTIES WHATSOEVER,EITHER EXPRESS OR IMPLIED, RELATING TO THE AIRCRAFT OR THE PRE-CLOSINGMAINTENANCE;**

(D)                               **BUYER WAIVES ALL EXPRESS OR IMPLIEDWARRANTIES RELATING TO THE AIRCRAFT, WHETHER OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE OR OTHERWISE AND ACKNOWLEDGES AND AGREES THAT NO SUCHWARRANTIES APPLY TO THE AIRCRAFT OR ANY OTHER PROPERTY BEING TRANSFERRED UNDERTHIS AGREEMENT;**

(E)                                 **EXCEPT AS PROVIDED IN SECTIONS 4.2 AND4.3(B) OF THIS AGREEMENT WITH RESPECT TO CERTAIN MANUFACTURERS’ WARRANTIES,BUYER WAIVES ALL EXPRESS OR IMPLIED WARRANTIES RELATING TO THE PRE-CLOSINGMAINTENANCE (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY CONCERNING THE QUALITYOF THE WORKMANSHIP OR SERVICES PERFORMED WITH RESPECT TO THE PRE-CLOSINGMAINTENANCE, OR ANY WARRANTY RELATING TO NEW, USED OR RECONDITIONED PARTS ORCOMPONENTS INSTALLED IN OR ON THE AIRCRAFT IN CONNECTION WITH THE PRE-CLOSINGMAINTENANCE) WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OROTHERWISE AND ACKNOWLEDGES AND AGREES THAT NO SUCH WARRANTIES APPLY TO THEPRECLOSING MAINTENANCE OR ANY OTHER SERVICES BEING PERFORMED OR PROPERTY BEINGTRANSFERRED UNDER THIS AGREEMENT;**

(F)                                 Buyer shall have all risks as to the quality and performanceof the Aircraft;

(G)                                Buyer assumes all costs and risks for any liens,encumbrances, charges and debts on the Aircraft arising by or through Buyer orits representatives or as the result of their use, operation, maintenance,repair or possession of the Aircraft; and

(H)                                     **SELLER SHALL NOT BE LIABLE FOR ANY DEFECTS,EITHER LATENT OR PATENT, IN THE AIRCRAFT NOR FOR ANY GENERAL, CONSEQUENTIAL ORINCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF USE,LOSS OF PROFITS, DIMINUTION OF MARKET VALUE, OR ANY INTERRUPTION IN BUYER’SBUSINESS RESULTING FROM ITS INABILITY TO USE THE AIRCRAFT FOR ANY REASONWHATSOEVER. SELLER SHALL NOT BE LIABLE FOR ANY DAMAGES**

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*** Denotesportions omitted pursuant to a request for confidentiality underRule 24b-2 of the Securities Exchange Act of 1934. A copy of thisagreement with the omitted information intact has been filed separately withthe Securities and Exchange Commission.

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**CLAIMED BY BUYER OR ANY OTHER PERSON ORENTITY UPON THE THEORIES OF NEGLIGENCE OR STRICT LIABILITY IN TORT.**

4.4                                       Acknowledgementand Disclaimer. Buyer acknowledges and agrees that, in purchasingand accepting the Aircraft, (i) Buyer has relied solely upon its own inspectionand evaluation of the Aircraft, (ii) Seller is making no representations orwarranties as to the value, condition, airworthiness, design, operation orfitness for use of the Aircraft to Buyer, and (iii) Seller is disclaiming, andSeller does hereby disclaim, any such representation or warranty.

ARTICLE 5: DEFAULT AND TERMINATION 

5.1                                 In the event all conditions of this Agreement are satisfiedand the performance of this Agreement is tendered by a party but the sale isnot consummated through default on the part of the other party on the ClosingDate, the non-defaulting party may exercise any remedy available to it at lawor in equity. The remedies stated herein are cumulative and not exclusive.  Notwithstanding anything to the contrary containedin this Section 5.1, neither party shall be entitled to consequential and/orincidental damages.

ARTICLE 6: RIGHT OF FIRST REFUSAL

6.1                                 Seller shall not dispose of the Optioned Aircraft withoutfirst complying with the provisions of this Section. If Seller receives awritten bona fide offer to purchase one or more of the Optioned Aircraft (a “BonaFide Offer”), Seller shall provide Buyer with a copy of such Bona Fide Offerand a written notice of Seller’s intent to accept such offer (“Seller’s Notice”).Buyer shall notify Seller in writing, within 72 hours of its receipt of Seller’sNotice, of Buyer’s intention to purchase such Aircraft, or its decision not topurchase such Aircraft. *******. TheClosing shall take place 30 days after the date of the Bona Fide Offer. If, onthe other hand, Buyer decides not to purchase the Optioned Aircraft, all ofBuyer’s right to purchase such Optioned Aircraft shall terminate and Sellershall have the right to sell such Optioned Aircraft to the third partypurchaser free and clear of all of Buyer’s right, title, and interest in theOptioned Aircraft.  In such event, Sellershall consummate the sale of the Optioned Aircraft to the third party purchaserwithin 60 days of receipt of the Bona Fide Offer, and any sale to a third partypurchaser after such date shall require Seller to again provide Buyer withSeller’s Notice and follow the provisions of this Section 6.1.  At any time, if Buyer fails to respond toSeller’s Notice within 72 hours of Buyer’s receipt of Seller’s Notice, suchfailure shall be treated as Buyer’s decision not to purchase the OptionedAircraft.

ARTICLE 7: SUPPORT AGREEMENT

7.1                                 Prior to the delivery of the first Aircraft, the partiesagree to execute a separate agreement which will provide the following support:

(A)                              Spare Parts Package –Seller agrees to sell and Buyer agrees to buy not less than $******* and up to $******* (the “PartsPurchase Price”) of serviceable Beech 1900 parts specified by Buyer at deliveryof the first Aircraft.  Buyer shall payto Seller ninety percent (90%) of the Parts

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*** Denotesportions omitted pursuant to a request for confidentiality underRule 24b-2 of the Securities Exchange Act of 1934. A copy of thisagreement with the omitted information intact has been filed separately with theSecurities and Exchange Commission.

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Purchase Price at delivery and the balance in thirty days.

(B)                                Ground Equipment – Sellerwill offer for sale certain ground equipment items which have become excess toits needs such as tow bars, etc. at fair market value.

(C)                                Delivery Support – Sellerwill provide reasonable pre-delivery assistance to Buyer at Seller’sMaintenance Facility prior to each closing. Such assistance will include butnot be limited to short term storage, towing, use of jacks, test equipment,access to records, and reasonable labor assistance in order to allow Buyer toconduct proper evaluation of each aircraft.

(D)                               Tools – Thefollowing will be made available in support of Buyer’s operations.

i.                                          Seller will make available for sale to Buyer selected toolsappropriate to the BE1900 at CommutAir’s cost plus freight.

ii.                                       In addition, “CommutAir-designed”tooling will also be offeredto Buyer at a reasonable cost plus freight.

(E)                                 Emergency Equipment –Seller will provide all currently installed emergency equipment required forFAR 121 operations.

(F)                                 Maintenance and Inspection Program Manuals.  Seller will provideto Buyer a complete copy of Seller’s Maintenance and Inspection ProgramManuals.

ARTICLE 8: MISCELLANEOUS 

8.1                                 Governing Lawand Forum Choice. This Agreement was made and entered into in theState of New York, and the law governing this transaction shall be that of theState of New York as it may from time to time exist (without giving effect toits conflict of law principles). The law of the State of New York shall applyto any and all matters arising from or related to this Agreement andtransaction. The parties agree that any legal proceeding based upon theprovisions of this Agreement or breach thereof shall be brought exclusively ineither the United States District Court for the Northern District of New Yorkat Syracuse, New York, or in the New York Supreme Court, Onondaga County inSyracuse, New York to the exclusion of all other courts and tribunals. Theparties hereby consent and agree to be subject to the jurisdiction of theaforesaid courts in such proceedings.

8.2                                 Amendments. The partiesmay mutually agree to amend or modify the terms and conditions of thisAgreement. It is expressly agreed, however, that no amendment or modificationto this Agreement shall be binding upon either party unless it is reduced towriting and duly executed by both parties in the same manner as the originalexecution of this Agreement.

8.3                                 Brokerage. NeitherSeller nor Buyer have dealt with, or are obligated to make payment to, anyfinder, broker, dealer or agent in connection with the transactionscontemplated by this

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*** Denotesportions omitted pursuant to a request for confidentiality underRule 24b-2 of the Securities Exchange Act of 1934. A copy of thisagreement with the omitted information intact has been filed separately withthe Securities and Exchange Commission.

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Agreementor the negotiations leading to the execution and delivery of this Agreement.

8.4                                 EntireAgreement; Counterparts. This Agreement contains the entireagreement of the parties and supersedes and merges any and all prior agreementsbetween the parties, written or oral, with respect to the transactions herebycontemplated. This Agreement may be executed in counterparts, each of whichshall constitute an original, but all of which when taken together shallconstitute a single contract. Delivery of an executed signature page to thisAgreement by facsimile transmission shall be as effective as delivery of amanually executed counterpart of this Agreement.

8.5                                 Assignment toDesignee of Buyer. Subject to the conditions set forth below, Buyermay assign to a designee of Buyer its rights to acquire the Aircraft pursuantto this Agreement, provided, however (i) no such assignment shall be deemedeffective without the prior written consent of Seller, (ii) notwithstandingsuch assignment, Buyer shall remain liable for all of Buyer’s duties andobligations pursuant to the terms of this Agreement, and (iii) Buyer shall beresponsible solely for all costs and expenses associated with, or arising from,such assignment.

8.6                                 MutualRepresentations. Each party to this Agreement represents andwarrants to the other as follows: (i) it is duly organized, validly existingand in good standing under the laws of the jurisdiction of its organization,(ii) it has the power and authority to execute and deliver this Agreement andall other documents associated with the transactions contemplated in thisAgreement (the “Transaction Documents”), and to perform pursuant to the termsthereof, (iii) all requisite action on its part (including action by itsofficers, directors or shareholders) necessary for the authorization of theTransaction Documents and the performance of its obligations under theTransaction Documents has been taken, (iv) the undersigned officer or officersof such party have all requisite power and authority to execute and deliver theTransaction Documents on behalf of such party, (v) the Transaction Documents,when executed and delivered, will constitute valid and binding obligationsenforceable against it in accordance with their terms.

8.7                                 Patriot Act. Buyercertifies that it has not been designated, nor is it or shall it be owned orcontrolled, by a “suspected terrorist” as defined in Executive Order 13224. TheBuyer hereby acknowledges that Seller has informed Buyer that it seeks tocomply with all applicable laws concerning money laundering and relatedactivities. In furtherance of those efforts, the Buyer hereby represents,warrants and covenants that: (i) none of the cash or property that Buyer or anyparty providing financing to Buyer will pay or will contribute to Seller hasbeen or shall be derived from, or related to, any activity that is deemedcriminal under United States law; and (ii) no contribution or payment by Buyeror any party providing financing to Buyer to Seller shall cause Seller to be inviolation of the United States Bank Secrecy Act, the United StatesInternational Money Laundering Control Act of 1986 or the United States InternationalMoney Laundering Abatement and Anti-Terrorist Financing Act of 2001. The Buyershall promptly notify Seller if any of these representations, warranties andcovenants ceases to be true.

8.8                               Notices.All notices, requests, demands, amendments, modifications or othercommunications under this Agreement shall be in writing. Notice shall besufficient for all such purposes if personally delivered, delivered by courierwith receipt of delivery, facsimile

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*** Denotesportions omitted pursuant to a request for confidentiality underRule 24b-2 of the Securities Exchange Act of 1934. A copy of thisagreement with the omitted information intact has been filed separately withthe Securities and Exchange Commission.

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transmitted withwritten confirmation of receipt by recipient, or e-mailed with verifiable andunmodifiable proof of content and time and date of sending by sender anddelivery to recipient. Notice is effective on delivery. Any notice given byfacsimile transmission or e-mail shall be deemed received on the next businessday if it is received after 5:00 p.m. (recipient’s time) or on a non-businessday.  All notices, requests, demands,amendments, modifications, or other communications under this Agreement shallbe sent to the addresses listed below:

If toSeller:

Champlain Enterprises, Inc.

Attn:  JoelRaymond, Vice President

518 Rugar Street

Plattsburgh, New York 12901

Facsimile: (518) 562-8030

E-mail:  jraymond@commutair.com

With a copy to:

Joseph Zagraniczny, Esq.

Bond, Schoeneck & King, PLLC

One Lincoln Center

Syracuse, New York 13202-1355

Facsimile: (315) 218-8100

E-mail: zagranj@bsk.com

If to Buyer:

Big Sky Transportation Co.

Attn:  FreddeLeeuw, President

1601 Aviation Place

Billings, MT 59105

Facsimile: (406) 247-3972

E-mail:  fred.deleeuw@bigskyair.com

With a copy to:

MAIR Holdings, Inc.

Attn:  GeneralCounsel

150 South 5th Street

Suite 1360

Minneapolis, MN 55402

Facsimile:  (612) 333-0590

Any party maychange its address or facsimile number or e-mail address by giving the other partynotice of the change in any manner permitted by this Agreement.

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*** Denotesportions omitted pursuant to a request for confidentiality underRule 24b-2 of the Securities Exchange Act of 1934. A copy of thisagreement with the omitted information intact has been filed separately withthe Securities and Exchange Commission.

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8.9  Counterparts.  This Agreement may be executed in any numberof counterparts and any party hereto may execute any such counterpart, each ofwhich when executed and delivered shall be deemed to be an original and all ofwhich counterparts taken together shall constitute but one and the sameinstrument.  The execution of thisAgreement by any party hereto will not become effective until counterpartshereof have been executed by all of the parties hereto.  In order to facilitate execution of thisAgreement, fax signatures and pdf signatures shall be deemed to be originalsignatures.

IN WITNESS OF the mutual promises, covenants and agreements set forthherein, the parties have caused their duly authorized officers to execute thisAgreement on the date first written above.

CHAMPLAINENTERPRISES, INC.

 
| By:    | /s/ Joel Raymond           |   |
|--------|----------------------------|--------|
|   |
| Name:  | Joel Raymond               |   |
| Title: | Vice President,  Marketing |   |
|        |                            |        |  |  |  |  |

 

 

BIG SKY TRANSPORTATION CO.

 
| By:    | /s/ Fred deLeeuw |   |
|--------|------------------|--------|
|   |
| Name:  | Fred deLeeuw     |   |
| Title: | President        |   |
|        |                  |        |  |  |  |

 

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*** Denotesportions omitted pursuant to a request for confidentiality underRule 24b-2 of the Securities Exchange Act of 1934. A copy of thisagreement with the omitted information intact has been filed separately withthe Securities and Exchange Commission.

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**Schedule A**
| Serial # | ** ** | **Registration #** | ** ** | **Engine #**             |
|----------|------------|--------------------|------------|--------------------------|
| UE-405   |       | N856CA             |       | PS0387  PS0385 |
| UE-396   |       | N838CA             |       | PS0458  PS0407 |
| UE-401   |       | N840CA             |       | PS0409  PS0406 |
| UE-399   |       | N854CA             |       | PS0390  PS0434 |
| UE-400   |       | N835CA             |       | PS0415  PS0416 |
| UE397    |       | N837CA             |       | PS0408  PS0391 |
| UE-403   |       | N857CA             |       | PS0395  PS0394 |
| UE-402   |       | N842CA             |       | PS0402  PS0403 |

 

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*** Denotes portions omitted pursuant to a request for confidentialityunder Rule 24b-2 of the Securities Exchange Act of 1934. A copy of thisagreement with the omitted information intact has been filed separately withthe Securities and Exchange Commission.

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**Schedule B**
| Serial # | ** ** | **Registration #** | ** ** | **Engine #**             | ** ** | **Option #** |
|----------|------------|--------------------|------------|--------------------------|------------|--------------|
| UE-406   |       | N832CA             |       | PS0386  PS0393 |       | 1            |
| UE-407   |       | N836CA             |       | PS0399  PS0398 |       | 2            |
| UE-408   |       | N858CA             |       | PS0396  PS0397 |       | 3            |
| UE-410   |       | N844CA             |       | PS0405  PS0404 |       | 4            |

 

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*** Denotesportions omitted pursuant to a request for confidentiality underRule 24b-2 of the Securities Exchange Act of 1934. A copy of thisagreement with the omitted information intact has been filed separately withthe Securities and Exchange Commission.

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**Schedule C**

**Delivery andClosing Date**
| Aircraft | ** ** | **Delivery Date  as soon as possible, but in no event later   than** |
|----------|------------|----------------------------------------------------------------------|
| 1        |       | April 17, 2007*                                                      |
| 2        |       | July 2, 2007                                                         |
| 3        |       | August 6, 2007                                                       |
| 4        |       | September 3,  2007                                                   |
| 5        |       | October 1, 2007                                                      |
| 6        |       | November 5, 2007                                                     |
| 7        |       | December 3, 2007                                                     |
| 8        |       | January 1, 2008                                                      |

 

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* Assumes Seller is fully released of *******by April 1, 2007.   Seller shall have noobligation to deliver the first Aircraft to Buyer until Seller is released of *******.  Such release hasno effect upon the delivery dates of the other seven Aircraft.

*** Denotes portions omitted pursuant to a request forconfidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copyof this agreement with the omitted information intact has been filed separatelywith the Securities and Exchange Commission.

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Exhibit A

ESCROW AGREEMENT

This EscrowAgreement (this “Agreement”) is made and entered into as of the     day of March, 2007 by and among CHAMPLAIN ENTERPRISES, INC. d/b/a CommutAir, acorporation organized under the laws of the State of New York with an addressat 518 Rugar Street, Plattsburgh, New York 12901 (“Seller”), BIG SKYTRANSPORTATION CO. d/b/a Big Sky Airlines, a corporation organized under thelaws of the State of Montana, with an address at 1601 Aviation Place, BillingsMontana 59105 (“Buyer”) and DAUGHERTY, FOWLER, PEREGRIN, HAUGHT & JENSON,204 North Robinson Avenue, Suite 900, Oklahoma City, Oklahoma 73102 (“EscrowAgent”).

RECITALS

A.                                 Seller is theowner of eight (8) used Beechcraft Model 1900D Airliner aircraft, each togetherwith two Pratt & Whitney PT6A-67D engines, two Hartzell HC-E4A-3Jpropellers, avionics, parts, components, and equipment installed thereon listedon Schedule A attached to and incorporated into this Agreement (collectivelyreferred to as the “Aircraft”).

B.                                   On or aboutMarch 8, 2007, Seller and Buyer executed a used Beechcraft 1900D AirlinerPurchase Agreement, dated as of March 8, 2007 (the “Purchase Agreement”) underwhich Seller agreed to sell to Buyer and Buyer agreed to buy from Seller theAircraft on the closing dates listed on Schedule B attached to and incorporatedinto this Agreement (the “Closing Dates”). While the Closing Date with respect to the first Aircraft is subject toSeller obtaining *******, the Closing Dates of theother seven aircraft are not contingent upon Seller *******.

C.                                  The purpose ofthis Agreement is to set forth the terms and conditions under which the EscrowAgent is to hold and disburse the Purchase Proceeds, as that term is defined inSection 2 of this Purchase Agreement.

**AGREEMENT**

NOW,THEREFORE, for and in consideration of the mutual promises, covenants, andagreements set forth herein, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:

1.                                       PurchasePrice.  Pursuant to the PurchaseAgreement, Buyer agrees to pay Seller the purchase price for each aircraft inthe amount of $*******, in sum total for all of theAircraft in the amount of $******* (hereafterreferred to as the “Purchase Price”).

(a)                                  Downpayment.Seller hereby acknowledges receipt of $******* (the“Downpayment”).

(b)                                 RemainingPurchase Price.  Prior to the Closingof each of the eight Aircraft,  Buyershall pay to the Escrow Agent $*******.

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*** Denotes portions omitted pursuant to a request forconfidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copyof this agreement with the omitted information intact has been filed separatelywith the Securities and Exchange Commission.

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2.                                       Seller’sClosing Deliverables.  Subject to thesatisfaction of the conditions in the Purchase Agreement, on or before eachClosing Date, Seller shall deliver to the Escrow Agent the following items(“Seller’s Closing Deliverables”):

(i)                                     originalfully executed long form Bill of Sale for the specific Aircraft being conveyed;

(ii)                                  anoriginal FAA Form Bill of Sale for the specific Aircraft being conveyed;

(iii)                               anoriginal executed release of the security interest from Laurus Master Fund,Ltd. which is a lien on the specific Aircraft being conveyed.

The items listedin Section 2(ii) and (iii) shall be hereafter referred to as the “FAADocuments.”

3.                                       Buyer’sClosing Deliverables.   On or beforeeach Closing Date, Buyer shall deliver the following items to the Escrow Agent:

(i)                                     $******* for each Aircraft being conveyed (the “Escrow Funds”);

(ii)                                  anoriginal executed Certificate of Final Acceptance and Delivery as set forth inthe Purchase Agreement;

(iii)                               anoriginal executed New York State Sales Tax Exemption Certificate;

(iv)                              suchother documents as may be reasonably required by Seller to consummate thetransactions contemplated in the Purchase Agreement.

3.                                       FAAFiling.  Upon oral notice on aclosing call from Buyer and Seller that all conditions precedent to the closingof the transactions contemplated by the Agreement have been satisfied(collectively, the “Closing Notice”), the Escrow Agent shall direct the EscrowAgent Bank to disburse the Escrow Funds as set forth in paragraph 4.  Upon receipt of a federal reference numberfrom the Escrow Agent Bank, the Escrow Agent shall date and file with the FAAthe FAA Closing Documents together with an appropriate transmittal letter andits check to the FAA for the required filing fee.

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*** Denotes portions omitted pursuant to a request forconfidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copyof this agreement with the omitted information intact has been filed separatelywith the Securities and Exchange Commission.

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The Escrow Agent Bank and its wiring instructions areas follows:

Wells Fargo Bank

299 South Main Street, 12th Floor

Salt Lake City, UT

ABA: 121-000-248

Account No.: *******

Acct. Name: CorporateTrust Services

RE:DFPHJ Funding Account

ReferenceFile No.:                    ;N          

4.                                       Disbursementof Escrow Funds.  Upon receipt of theClosing Notice and confirmation that the Aircraft records at the FAA are freeand clear of liens and encumbrances of record as set forth in the EscrowAgent’s draft of opinion, assuming that the same occurs during normal bankinghours, the Escrow Agent shall direct on that same day the Escrow Agent Bank todisburse by wire transfer the Escrow Funds together with all interest earnedthereon as follows:

(a)                                  theamount of ******* U.S. Dollars ($*******U.S.)for each Aircraft to be conveyed on the Closing Date to:

Wire Instructions:

Mellon Bank

Pittsburgh, PA

ABA #043000261

Credit Merrill Lynch

Acct. No. *******

Further Credit –Champlain Enterprises, Inc.

Account No. *******

Itis understood by the parties hereto that if the Closing Notice occurs after 3:00p.m., EST on a banking business day, the Escrow Funds may not, because of theclose of the Federal wire for that day, be forwarded until the next bankingbusiness day.  In that event, the FAAClosing Documents will not be filed until the next day upon the receipt of areference number from the Escrow Agent Bank.

TheEscrow Agent shall forward to the Buyer:

(i)                                     theoriginal executed long form Bill of Sale.

(ii)                                  copiesof all other Seller’s Deliverables and Buyer’s Deliverables.

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*** Denotes portions omitted pursuant to a request forconfidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copyof this agreement with the omitted information intact has been filed separatelywith the Securities and Exchange Commission.

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TheEscrow Agent shall forward to the Seller:

(i)                                     originalexecuted Certificate of Final Acceptance and Delivery.

(ii)                                  copiesof all other Seller’s Deliverables and Buyer’s Deliverables.

5.                                       Terminationof Escrow for Specific Aircraft.  Inthe event that Seller has delivered to the Escrow Agent Seller’s Deliverables,and the Aircraft satisfies the delivery conditions set forth in Section 3.2 ofthe Purchase Agreement and the Buyer thereafter fails to consummate thetransactions contemplated by the Purchase Agreement, and such failure by Buyercontinues through the Closing Date, as the Closing Date may be extended bymutual agreement by both parties in writing, within three business daysfollowing the Closing Date, Seller shall execute a notice to the Buyer andEscrow Agent under which Seller will notify Buyer of its default under thePurchase Agreement and direct the Escrow Agent to return Seller’s Deliverablesto Seller.  Seller shall reserve all ofits rights against Buyer under the Purchase Agreement in the event of Buyer’sdefault.

6.                                       Limitationof Escrow Agent’s Liability.  TheEscrow Agent shall not be liable for any action taken or omitted to be taken byit while acting in good faith and in the exercise of its best judgment, underthis Escrow Agreement or any instrument executed pursuant hereto, or inconnection herewith or therewith, except for its own willful, criminalmisconduct or gross negligence, nor be responsible for the effectiveness,enforceability, validity or due execution of this Escrow Agreement or anyinstrument executed pursuant hereto including, without limitation, the EscrowDocuments, as to the parties to this Escrow Agreement and any thirdparties.  The Escrow Agent shall beentitled to rely upon advice of counsel concerning legal matters and upon anynotice, consent, certificate, statement or writing which it believes to begenuine and to have been presented by a proper person.  In the event of any disagreement between anyof the parties to this Escrow Agreement, or between them or any of them and anyother person, resulting in divergent or adverse claims or demands being made inconnection with the subject matter of this Escrow Agreement, or in the eventthe Escrow Agent, in good faith, is in doubt as to what action should be takenhereunder, the Escrow Agent may, at its option, refuse to comply with anyclaims or demands on it, or refuse to take any other action hereunder so longas such disagreement continues or such doubt exists, and in any such event, theEscrow Agent shall not be or become liable in any way or to any person for itsgood faith failure or refusal to act, the Escrow Agent shall be entitled tocontinue to so refrain from acting until (i) the rights of the parties shallhave been fully and finally adjudicated by a court of competent jurisdiction or(ii) all differences shall have been adjusted and all doubt resolved byagreement among all of the interested persons and the Escrow Agent shall benotified thereof in writing signed by all such persons.  Further, in the event of any such dispute orcontroversy, the Escrow Agent may, if, in its sole discretion, it deemsappropriate, institute a declaratory judgment or other appropriate legal actionin any court of competent jurisdiction to determine the rights of the partiesinvolved.  Should action be instituted,or should the Escrow Agent become involved in litigation in any mannerwhatsoever on account of this Escrow Agreement or the FAA Closing Documents orthe Escrow Funds, Seller and Buyer, jointly and severally, hereby bind andobligate themselves, their heirs, personal representatives, successors andassigns to pay Escrow Agent the

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*** Denotes portions omitted pursuant to a request forconfidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copyof this agreement with the omitted information intact has been filed separatelywith the Securities and Exchange Commission.

 

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reasonableattorneys’ fees incurred by Escrow Agent to retain legal counsel, as well asany other disbursements, expenses, losses, costs or damages in connection withor resulting from such litigation, except such as may have been caused by thegross negligence or misconduct of the Escrow Agent.  The rights of the Escrow Agent under thisSection 7 are cumulative of all other rights which it may have by law orotherwise.

7.                                       GoverningLaw.  This Escrow Agreement is to begoverned by and construed under the laws of the State of Oklahoma.

8.                                       Invalidity.  In the event that any one or more of theprovisions of this Escrow Agreement shall for any reason be held to be invalid,illegal or unenforceable, the remaining provisions of this Escrow Agreementshall be unimpaired and the invalid, illegal or unenforceable provision shallbe deleted.

9.                                       Notices.  All notices required to be given hereundershall be deemed adequately given if (i) delivered by hand; (ii) sentby reliable overnight delivery services; (iii) transmitted by facsimile;or (iv) transmitted by e-mail, at its address, facsimile number or e-mailaddress set forth below, or such other address, facsimile number or e-mailaddress as such addressee may have designated in writing:
| To Seller:       |   | Champlain Enterprises, Inc.                        |
|------------------|--------|----------------------------------------------------|
|             |   | 518 Rugar Street                                   |
|             |   | Plattsburgh, New York 12901                        |
|             |   | Attention: Joel Raymond                            |
|             |   | Telephone: 518.562.2700 (Ext. 185)                 |
|             |   | Facsimile Number: 518.562.8030                     |
|             |   | E-mail Address: jraymond@commutair.com             |
|             |   |                                               |
|             |   | With copy to: Bond, Schoeneck & King PLLC |
|             |   | One Lincoln Center                                 |
|             |   | Syracuse, New York 13202                           |
|             |   | Attention: Joseph Zagraniczny, Esq.                |
|             |   | Telephone: 315.218.8000                            |
|             |   | Facsimile: 315.218.8100                            |
|             |   | E-mail Address: jzagranj@bsk.com                   |
|             |   |                                               |
| To Buyer:        |   | Big Sky Transportation Co.                         |
|             |   | Attn: Fred deLeeuw                                 |
|             |   | Billings Logan International Airport               |
|             |   | 1601 Aviation Place                                |
|             |   | Billings, Montana 59105                            |
|             |   | Facsimile: 406.247.3972                            |
|             |   |                                               |
| To Escrow Agent: |   | Daugherty, Fowler, Peregrin, Haught & Jenson   |

 

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*** Denotes portions omitted pursuant to a request forconfidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copyof this agreement with the omitted information intact has been filed separatelywith the Securities and Exchange Commission.

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|   | Attention: Robert M. Peregrin, Esq.  |
|--------|--------------------------------------|
|   | 204 North Robinson Avenue, Suite 900 |
|   | Oklahoma City, OK 73102              |
|   | Facsimile: 405.232.0865              |

 

Notices givenhereunder shall be deemed to have been received (i) in the case of delivery byhand, upon delivery to the receptionist at the recipient’s address set forthherein; (ii) in the case of overnight delivery service, on the next BusinessDay following delivery to such service; (iii) in the case of facsimiletransmissions, upon confirmation by the sender’s facsimile machine that suchfacsimile has been successfully transmitted; and (iv) in the case of e-mail, onthe Business Day such e-mail is sent.

10.                                 BindingAgreement.  This Escrow Agreementshall be binding upon and shall inure to the benefit of the parties hereto, theirrepresentatives, successors and assigns.

11.                                 Amendments.  The provisions of this Escrow Agreement maybe modified or amended only by an instrument or instruments in writing signedby all parties hereto.

12.                                 Counterparts.  This Escrow Agreement may be executed in anynumber of counterparts, all of which taken together shall constitute one andthe same instrument, and any of the parties hereto may execute this EscrowAgreement by signing any such counterpart.

13.                                 Integration.  This Escrow Agreement shall constitute theentire agreement among the parties hereto regarding the subject matter hereof,superseding all previous proposals, agreements and other written and oralcommunications, except as may be provided in any agreement hereafter executedby the parties specifically referring to this Section and providing that suchdocument is to be integrated with this Escrow Agreement.

14.                                 Titles.  Titles to the Sections and Subsectionscontained in this Escrow Agreement are for convenience only and shall not be deemedto modify the provisions hereof.

15.                                 Feesand Costs of Escrow Agent.  Sellerand Buyer shall share equally the fees and costs of the Escrow Agent.

16.                                 Compliancewith Directions of  Buyer and Seller.  Escrow Agent agrees to comply with theinstructions of  Buyer and Seller withrespect to the closing of each Aircraft.

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*** Denotes portions omitted pursuant to a request forconfidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copyof this agreement with the omitted information intact has been filed separatelywith the Securities and Exchange Commission.

 

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IN WITNESSWHEREOF, the parties hereto have executed this Escrow Agreement to be dulyexecuted and delivered by their officers or representatives thereunder dulyauthorized as of the day and year first above written.

 
|   | CHAMPLAIN ENTERPRISES, INC.                       |
|--------|---------------------------------------------------|
|   |                                              |
|   |                                              |
|   | By:                                               |   |   |
|   | Name:                                             |   |   |
|   | Title:                                            |   |   |
|   |                                              |   |
|   |                                              |   |
|   | BIG SKY TRANSPORTATION CO. d/b/a Big Sky          |
|   | Airlines                                          |
|   |                                              |
|   |                                              |
|   | By:                                               |   |   |
|   | Name:                                             |   |   |
|   | Title:                                            |   |   |
|   |                                              |
|   |                                              |
|   | DAUGHERTY, FOWLER, PEREGRIN, HAUGHT &  JENSON |
|   |                                              |
|   |                                              |
|   | By:                                               |   |   |
|   | Name:                                             |   |   |
|   | Title:                                            |   |   |
|        |                                                   |  |  |  |  |  |  |  |  |

 

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*** Denotes portions omitted pursuant to a request forconfidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copyof this agreement with the omitted information intact has been filed separatelywith the Securities and Exchange Commission.

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Schedule A 
| Serial # | ** ** | **Registration #** | ** ** | **Engine #**             |
|----------|------------|--------------------|------------|--------------------------|
| UE-405   |       | N856CA             |       | PSO387  PS0385 |
| UE-396   |       | N838CA             |       | PSO458  PS0407 |
| UE-401   |       | N840CA             |       | PSO409  PS0406 |
| UE-399   |       | N854CA             |       | PSO390  PS0434 |
| UE-400   |       | N835CA             |       | PSO415  PS0416 |
| UE-397   |       | N837CA             |       | PSO408  PS0391 |
| UE-403   |       | N857CA             |       | PSO395  PS0394 |
| UE-402   |       | N842CA             |       | PSO402  PS0403 |

 

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*** Denotes portions omitted pursuant to a request forconfidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copyof this agreement with the omitted information intact has been filed separatelywith the Securities and Exchange Commission.

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Schedule B

Delivery and Closing Date
| Aircraft | ** ** | **Delivery Date  as soon as possible, but in no event later   than** |
|----------|------------|----------------------------------------------------------------------|
| 1        |       | April 17, 2007*                                                      |
| 2        |       | July 2, 2007                                                         |
| 3        |       | August 6, 2007                                                       |
| 4        |       | September 3,  2007                                                   |
| 5        |       | October 1, 2007                                                      |
| 6        |       | November 5, 2007                                                     |
| 7        |       | December 3, 2007                                                     |
| 8        |       | January 1, 2008                                                      |

 

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[* Assumes Seller is fully released of *******by April 1, 2007. ]  Seller shall have noobligation to deliver the first Aircraft to Buyer until Seller is released of *******.  Such release hasno effect upon the delivery dates of the other eight Aircraft.

*** Denotes portions omitted pursuant to a request forconfidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copyof this agreement with the omitted information intact has been filed separatelywith the Securities and Exchange Commission.

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**Exhibit B**

**Form of Certificate of Final Acceptance and Delivery**

Pursuantto the Used Beechcraft 1900D Airliner Purchase Agreement between ChamplainEnterprises, Inc. (“Seller”) and Big Sky Transportation Co. d/b/a BigSky Airlines (“Buyer”), dated March    , 2007 (“PurchaseAgreement”), the undersigned, who is Buyer’s duly authorizedrepresentative, hereby certifies that the Aircraft described below meets thedelivery requirements set forth in the Purchase Agreement and is herebyaccepted and delivered:

Manufacturer: RaytheonAircraft Company Model: Beechcraft 1900D Airliner Manufacturer’s Serial

No.: UE-405 RegistrationNo.:                 Engine Make: Pratt & Whitney PT6A-67D 

Engine Serial Numbers: PCE-       and PCE-         Propeller Make:Hartzell HC-E4A-3J 

Propeller Serial Numbers:HJ-      HJ-     
|        | BIG-SKY TRANSPORTATION CO. d/b/a  BIG SKY AIRLINES |
|--------|----------------------------------------------------|
|   |                                               |
|   |                                               |
|   | By:                                                |
|   | Name:                                              |
|   | Title:                                             |
|   |                                               |
|   | Date of Issue:                                     |   |   |

 

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*** Denotes portions omitted pursuant to a request forconfidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copyof this agreement with the omitted information intact has been filed separatelywith the Securities and Exchange Commission.

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Exhibit C

**FORM OF BILL OF SALE**

Know all men by these present that Champlain Enterprises, Inc.(“Seller”), in consideration of the sum of One Dollar ($1.00) U.S., receipt ofwhich is hereby acknowledged, does hereby grant, bargain, sell and assign toBig Sky Transportation Co. (“Buyer”) the following described Aircraft andinstalled engines (the “Aircraft”): 
| Manufacturer:                   |   | Raytheon Aircraft Company                                                     |
|---------------------------------|--------|-------------------------------------------------------------------------------|
|                            |   |                                                                          |
| Model:                          |   | Beechcraft 1900D Airliner                                                     |
|                            |   |                                                                          |
| Manufacturer’s Serial No.: |   | UE-405                                                                        |
|                            |   |                                                                          |
| Registration No.:               |   | N856CA                                                                        |
|                            |   |                                                                          |
| Engine Make:                    |   | Pratt & Whitney PT6A-67D                                                  |
|                            |   |                                                                          |
| Engine Serial Numbers:          |   | PCE-PS      and PCE-PS      |
|                            |   |                                                                          |
| Propeller Make:                 |   | Hartzell HC-E4A-3J                                                            |
|                            |   |                                                                          |
| Propeller Serial   Numbers:     |   | HJ-      HJ-                |

 

Together with all equipment,components and accessories installed thereon or used in connection therewith.To have and to hold said Aircraft unto Buyer, its successors and assigns, forits and their own use forever.

Seller hereby represents andwarrants to Buyer that at the time of delivery of the Aircraft to Buyer, (i)Seller shall have legal title to the Aircraft, and (ii) the Aircraft shall betransferred to Buyer free and clear of any liens, claims, charges orencumbrances. This Bill of Sale is made and delivered pursuant to the provisionsof that certain Used Beechcraft 1900D Airliner Purchase Agreement betweenSeller and Buyer dated March     , 2007.

IN WITNESS WHEREOF, Sellerhas caused this instrument to be executed and delivered this    day of              ,2007.

CHAMPLAIN ENTERPRISES, INC.

By:Name: Title:

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*** Denotes portions omitted pursuant to a request forconfidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copyof this agreement with the omitted information intact has been filed separatelywith the Securities and Exchange Commission.

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