Exhibit
10.13

     

    CONFIDENTIAL
TREATMENT

    REQUESTED
PURSUANT TO RULE 406

     

    Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 406 under the Securities Act of 1933. The
omitted materials have been filed separately with the Securities and Exchange
Commission.

     

    PIAGGIO
AMERICA, INC.

    1515
Perimeter Road

    West
Palm Beach, FL 33406

    P180
Avanti II Aircraft Purchase Agreement

     

    Date:  November
10, 2005

     

    
      
        
          
            	
                    BUYER
      Name:

                  	
                    Avantair,
      Inc.

                  
	
                    Address/Registered
      Office:

                  	
                    27
      Wright Way, Fairfield, New Jersey 07004

                  
	
                    Aircraft
      Make and Model:

                  	
                    Piaggio
      P-l 80 Avanti II

                  
	
                    Aircraft
      Serial Number:

                  	
                    To
      Be Assigned.  Aircraft will be delivered according to the
      following schedule:  Twelve (12) aircraft in 2008; Twelve (12)
      aircraft in 2009; and Twelve (12) aircraft in 2010.  Place of
      Delivery:  To Be
Assigned.

                  


          

        

      

    

     

    BUYER
submits its order for the purchase of thirty-six (36) Aircraft described herein
(Avantair #44 through Avantair #79).  BUYER agrees to pay for said
Aircraft the Sum for each as follows:

     

    Standard
Aircraft as described herein (see Exhibit A-1 for specific part
numbers).  All aircraft described herein to be the Piaggio P.180
Avanti II aircraft, outfitted consistent with the Piaggio Aero Industries
S.p.A Piaggio P.180 Avanti II Specification and Description, the existing
Avantair specification and the P.l80 Avanti IIAvantair Interior
Description.  Should BUYER desire any features not included in the
P-l80 Avanti II Avantair Interior Description, PIAGGIO will work with BUYER
to determine whether we can accommodate such changes within our established
completion facility schedule.  If so, the Total Purchase Price and
Outfitted Delivery Date will be adjusted appropriately via a Work Change
Request, 50% of the value of which will be due a the time of approval of the
Work Change Request by BUYER.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Aircraft

                                      	
                                        12 Aircraft

                                      	
                                        12 Aircraft

                                      	
                                        12 Aircraft

                                      
	 
      	 
      	 
      	 
      
	
                                        Scheduled
      Delivery Date

                                      	
                                        2008

                                      	
                                        2009

                                      	
                                        2010

                                      
	
                                        Scheduled
      Price in 2006 US Dollars

                                      	
                                        [***]

                                      	
                                        [***]

                                      	
                                        [***]

                                      
	
                                        Total
      A/C Purchase Price in 2006 US Dollars

                                      	
                                        [***]

                                      	
                                        [***]

                                      	
                                        [***]

                                      
	
                                        Sales
      Tax (If Applicable)  TBD

                                      	
                                        [***]

                                      	
                                        [***]

                                      	
                                        [***]

                                      
	
                                        Total
      Balance Dub in 2006 US Dollars

                                      	
                                        [***]

                                      	
                                        [***]

                                      	
                                        [***]

                                      
	
                                        Deposit
      Per Aircraft Due At Purchase Agreement Execution (Not Later Than December
      31, 2005)

                                      	
                                        [***]

                                      	
                                        [***]

                                      	
                                        [***]

                                      
	
                                        Progress
      Payment Per Aircraft Due June 29, 2007

                                      	
                                        [***]

                                      	
                                        [***]

                                      	
                                        [***]

                                      
	
                                        Progress
      Payment Per Aircraft Due June 30, 2008

                                      	
                                        [***]

                                      	
                                        [***]

                                      	
                                        [***]

                                      
	
                                        Progress
      Payment Per Aircraft Due June 30, 2009

                                      	
                                        [***]

                                      	
                                        [***]

                                      	
                                        [***]

                                      
	
                                        Progress
      Payment Per Aircraft Due at Green C of A

                                      	
                                        [***]

                                      	
                                        [***]

                                      	
                                        [***]

                                      
	
                                        Balance
      Due on Delivery In 2006 US Dollars

                                      	
                                        [***]

                                      	
                                        [***]

                                      	
                                        [***]

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    NOTE:
ALL PRICES LISTED ABOVE ARE SUBJECT TO ESCALATION AS PROVIDED IN EXHIBIT
B

     

    
      [***]
Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment
request.

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      Exhibits:              Exhibit A
– Aircraft Specification Description, and Performance

    

    
      Exhibit B
– Aircraft Price Escalation Formula

    

    
      Exhibit C
– Piaggio Aero Industries New Aircraft Warranty

    

    
      Exhibit D
– Special Terms and Conditions

    

    
      Exhibit E
– Optional Equipment Modifications

    

     

    THE
UNDERSIGNED HAS READ THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT,
INCLUDING ALL ATTACHED EXHIBITS, AND AGREES THAT SUCH TERMS AND CONDITIONS ARE
INCLUDED IN AND ARE MADE A PART OF THIS PURCHASE AGREEMENT.

     

    
      
        
          	
                  Accepted
      by SELLER:

                	 
      	
                  Accepted
      by BUYER:

                
	
                  PIAGGIO
      AMERICA, INC.

                	 
      	
                  AVANTAIR,
      INC.

                
	
                  1515
      Perimeter Road

                	 
      	
                  27
      Wright Way

                
	
                  West
      Palm Beach, FL 33406

                	 
      	
                  Fairfield,
      NJ 007004

                
	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	
                    /s/ James L. Holcombe

                	 
      	
                  By:

                	
                  /s/ Alfred A.
  Rapetti

                


        

      

    

    


    
      
        
          
            
              
                
                  
                    	
                            Print Name: 

                          	
                            James L. Holcombe

                          	 
      	
                            Print Name: 

                          	
                              Alfred A.
Rapetti

                          


                  

                

              

            

          

        

      

    

    


    
      
        
          
            	
                    Title:

                  	
                    EVP Sales & Marketing /
    COO

                  	 
      	
                    Title:

                  	
                    Executive Chairman

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Date:

                  	
                    11/10/05

                  	 
      	
                    Date:

                  	
                    11/10/05

                  


          

        

      

    

     

    [***] Confidential information has
been omitted and filed separately with the Securities and Exchange Commission
pursuant to a confidential treatment request.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1.           Defined Terms.

     

    Terms
that are not defined in the sections that follow have the meanings specified on
the first page of this Agreement.

     

    2.           BUYER Standard
Specifications.

     

    BUYER
must specify all standard options and modifications, including modifications to
the exterior finishing, interior furnishings and avionics of the P-180
Avanti II aircraft being sold pursuant to this Agreement (the “Aircraft”)
by submitting its request no later than nine months before the Scheduled
Delivery Date (the “Options Closing Date”).  Any such standard
specifications will result in purchase price adjustment in accordance with
SELLER’S Optional Equipment Price List specified in Exhibit A (the
“Optional Equipment Price List”) valid at the Options Closing Date.

     

    All such
price adjustments will be included in the Balance Due on
Delivery.  SELLER shall be entitled to, and BUYER agrees to pay, the
amount of $[***] for each
day of delay thereafter in providing those standard
specifications.  In addition, in the event such delay exceeds thirty
(30) days, SELLER shall have the right to reposition the Aircraft in its
production cycle and adjust the Scheduled Delivery Date accordingly, and/or to
make choices on BUYER’s behalf with respect to such optional equipment and
modifications, in each case in its sole discretion upon written notice to
BUYER.

     

    3.           Non-Standard
Specifications.

     

    In
addition to the standard specifications, BUYER may request additional
non-standard optional equipment or modifications, from the Optional Equipment
List identified in Exhibit A hereto (the “Optional Equipment List”) or
otherwise.  BUYER must submit its final order for all such requests by
the Options Closing Date.  If the installation of BUYER’S Options
would increase the time required to complete the Aircraft, the Scheduled
Delivery Date will be adjusted accordingly.

     

    For
non-standard specifications that are on the Optional Equipment List, there will
be a purchase price adjustment in the amount specified on the Optional Equipment
Price List on the Options Closing Date.  For any other non-standard
specifications, SELLER will provide BUYER an estimate of the additional cost and
there will be a purchase price adjustment in this estimated amount.

     

    SELLER
agrees to fulfill all requests for non-standard specifications that are on the
Optional Equipment List and that are submitted by the Options Closing
Date.  For all other requests, SELLER will use commercially reasonable
efforts to fulfill such request in a reasonably timely way, subject to time,
availability and effect on certification, but SELLER does not guarantee
fulfillment of such requests by the Scheduled Delivery Date or at
all.

     

    [***] Confidential information has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a
confidential treatment request.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    4.           Delivery

     

    Delivery
of the Aircraft and transfer of title will take place at the Place of
Delivery.  At the time of delivery, BUYER or its representative shall
execute a receipt reasonably acceptable to SELLER acknowledging delivery of the
Aircraft.

     

    5.           Title
and Risk of Loss.

     

    Upon
receipt of the Balance Due on Delivery, SELLER shall transfer clear and
unencumbered title to the Aircraft by means of a Bill of Sale.  Upon
delivery of such Bill of Sale, the risk of loss or damage to the Aircraft shall
pass from SELLER to BUYER.

     

    6.           Airworthiness.

     

    SELLER
shall furnish BUYER with a standard airworthiness export certificate issued by
the Federal Aviation Administration which certifies that, as of the date of such
issuance, the Aircraft has been inspected and has been found to conform in all
respects with such certificate and the applicable Type Certificate, and to be in
the condition for safe operation.

     

    7.           Publications.

     

    SELLER
shall furnish BUYER with one copy each or the applicable documentation as set
forth in Exhibit A for each Aircraft, and for a period of one (1) year
after delivery of the Aircraft shall, at its expense, furnish BUYER with any
revisions thereto.

     

    8.           Limited
Warranties.

     

    THERE ARE
NO EXPRESS OR IMPLIED WARRANTIES EXCEPT FOR THE PROVISIONS SET FORTH IN
EXHIBIT C.  THERE ARE NO WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR OTHERWISE. THE EXTENT OF SELLER’S LIABILITY UNDER
THIS WARRANTY IS LIMITED TO THE REPAIR OR REPLACEMENT OF DEFECTIVE ITEMS IN THE
MANNER DESCRIBED IN EXHIBIT C.  EXCEPT AS PROVIDED IN SECTIONS 17
AND 21 OF THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW ALL OTHER
REMEDIES AGAINST SELLER FOR DAMAGES, INCLUDING FOR CONSEQUENTIAL, INCIDENTAL OR
OTHER DAMAGES ARISING OUT OF THE SALE, USE OR OPERATION OF THE AIRCRAFT ARE
EXCLUDED.

     

    9.           Training.

     

    SELLER or
its designee shall, within one year before or after the delivery of each
Aircraft, furnish ground school instruction for 2 (two) pilots trainee per
aircraft and flight instruction for the 2 (two) pilots trainee and ground school
instruction for one (1) maintenance trainee per aircraft.

     

    All
training will be provided at Flight Safety International, West Palm Beach, FL
unless otherwise specified by SELLER.  For the pilot trainee, the type
and amount of training shall be commensurate with the requirements for aircraft
with the same FAA type rating as the Aircraft.  SELLER shall bear all
costs of the instruction and training mentioned herein with the exception of the
costs for trainees travel, subsistence and lodging and the cost of operating the
Aircraft during the training period, all of which will be borne solely by
BUYER.

     

    [***] Confidential information has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a confidential treatment
request.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    10.         Payments.

     

    The
Deposit Due at Purchase Agreement Execution is due in full upon BUYER’S
execution of this Agreement. Progress Payments Due on June 29, 2007 and at
Green Certificate of Airworthiness (CofA) are due in full on the due
date.  The Balance Due on Delivery is due in full upon delivery,
inspection and acceptance of the Aircraft.  Late payments will be
subject to accrual of interest at the 12-month LIBOR rate (in US$) reported in
the Wall Street Journal on the date of the due payment plus two percent (2%) per
annum (the “Default Rate”).  Late payments will also entitle SELLER to
invoke the remedies provided in paragraph 21.  For the Balance Due on
Delivery, the Default Rate will begin to accrue on the 7th day after the
Aircraft has been tendered or re-tendered to BUYER for
delivery.  Payments should be made via wire transfer to Piaggio
America, Inc., Account [***].

     

    11.         Aircraft
Inspection.

     

    BUYER
shall inspect the Aircraft promptly after receipt of notice that it is ready for
delivery, including an acceptance flight if desired.  If BUYER finds
the Aircraft reasonably acceptable on this inspection or on any re-inspection,
BUYER shall promptly pay the Balance Due on Delivery and take title to the
Aircraft as contemplated hereby.

     

    If BUYER
declines to accept the Aircraft, BUYER shall immediately give SELLER notice of
the specific reasons for such refusal in writing.

     

    BUYER
shall promptly re-inspect the Aircraft after receipt of notice from SELLER that
all defects have been corrected.  Following this re-inspection, BUYER
shall pay the Balance Due on Delivery or give its notice of reasons for refusal
as provided above.

     

    12.         Liability During Training
Program.

     

    BUYER
shall indemnify and hold SELLER harmless from all causes or claims for damages,
including personal injury or death, sustained by BUYER or BUYER’S agents or
employees or any third party during the training program provided for
herein.

     

    13.         Taxes.

     

    At the
time of delivery of the Aircraft, BUYER shall remit to SELLER any amounts due
under the laws of the place of delivery for sales or use tax or any other tax
which SELLER is required to collect from BUYER and remit to the taxing
jurisdiction of the Place of Delivery.  BUYER shall indemnify and hold
SELLER harmless for all sales or use taxes or any other taxes applicable to the
sale, delivery and use of the Aircraft which were not collected by SELLER at the
time of delivery.  SELLER shall comply with the taxing regulations of
the Place of Delivery regarding any amounts so collected for taxes from BUYER
and hold BUYER harmless therefor.

     

    [***] Confidential information has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a confidential treatment
request.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    14.         Import Licenses.

     

    The sole
responsibility far obtaining any required import licenses or any other related
license or documentation shall rest with BUYER.

     

    15.         Aircraft
Registration.

     

    It is
BUYER’S sole responsibility to obtain and to communicate to SELLER any special
Registration Number of the Aircraft within four weeks from the signature of this
contract.

     

    16.         Damage
or Destruction of Aircraft

     

    SELLER
shall have no liability to BUYER hereunder due to its failure to perform
hereunder resulting from damage to or destruction of the Aircraft due to
incidents beyond the control of SELLER including those listed in
Section.

     

    17.         Delay in
Delivery.

     

    SELLER
shall not be responsible for failure or delay in the performance of this
Agreement when the failure or delay is due to causes beyond the reasonable
control of SELLER and/or without its fault or negligence.  Such causes
include but are not limited to:  acts of God; Force Majeure; any act
of government or delay in transportation not caused by or attributable to acts
or omissions by SELLER; strikes or labor trouble causing cessation, slow-down or
interruption of work; or the inability after due and timely diligence of SELLER
to procure materials, accessories, equipment or parts.  The occurrence
of such a cause of SELLER’S failure or delay shall extend the Scheduled Delivery
Date by the period of time required for SELLER to correct the cause of the
failure or delay by using commercially reasonable efforts to eliminate such
cause or to overcome the effect thereof, provided that such delay does not
exceed one hundred eighty (180) calendar days.  If a delay is
anticipated by SELLER to exceed 180 days, SELLER shall give prompt written
notice to BUYER and BUYER may terminate this Agreement pursuant to
Section 21 below, provided that such election to terminate is exercised
within thirty (30) days of BUYER’S receipt of such notice from
SELLER.  SELLER shall notify BUYER of the expected actual completion
date of the aircraft in writing four (4) months prior to the beginning of the
specified delivery month set forth on the first page of this
Agreement.  SELLER shall be deemed to have timely delivered an
Aircraft if the Aircraft is delivered to BUYER with all agreed specifications
and Optional Equipment within thirty-days of the Scheduled Delivery
Date.  If SELLER fails to deliver the aircraft within such 30 days due
to SELLER’S fault or negligence, SELLER shall be liable to BUYER for the delay
and a penalty of $[***]
per day shall accrue until the date of actual delivery or for one hundred and
eighty (180) days, whichever comes first SELLER shall provide complete payment
of any penalties to BUYER at the time of delivery of the late
Aircraft.

     

    18.         Changes.

     

    Upon
written notice to BUYER, SELLER may change the General Specifications identified
in Exhibit A where SELLER deems such change to be necessary or appropriate,
provided such change would not increase the price of the Aircraft, cause a delay
in delivery, result in a substantial increase in the specified weight of the
Aircraft, substantially affect the Aircraft’s performance or result in a
substantial reduction in the inter-changeability of the Aircraft’s
parts.  Except for Optional items specified in Exhibit A which
may be installed during manufacture without disruption of SELLER’S production
schedule and except as otherwise provided for herein, any other change requested
by BUYER may be made only after delivery of the Aircraft and shall be handled as
transactions outside the scope of this Agreement.

     

    [***] Confidential information has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a confidential treatment
request.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    19.         Title and Risk of
Loss.

     

    Title and
risk of loss shall remain in SELLER until delivery of the Aircraft at which time
title and risk of loss shall pass to BUYER.  BUYER covenants to have
appropriate insurance arrangements made at the time of delivery.

     

    20.         Assignment

     

    BUYER’S
rights hereunder may not be assigned and any purported assignment shall be
without force or legal effect unless SELLER has provided BUYER written
approval.  SELLER may assign its rights hereunder upon written notice
to BUYER.

     

    21.         Termination
and Liquidated Damages.

     

    If
(a) SELLER fails to tender delivery of any Aircraft within [***] days of the Scheduled
Delivery Date (after giving effect to any extension thereof and/or any revised
Scheduled Delivery Date acknowledged by BUYER) for that Aircraft if the delay is
not due to a cause set forth in section 16 or 17, or (b) SELLER fails
to tender delivery of any Aircraft within [***] days of the Scheduled
Delivery Date (after giving effect to any extension thereof and/or any revised
Scheduled Delivery Date acknowledged by BUYER) for that Aircraft due to a cause
set forth in section 16 or 17, then BUYER may terminate this Agreement
immediately with respect to all undelivered Aircraft, hi order to so terminate,
BUYER shall provide SELLER written notice within [***] days after the end of the
[***]-day period in clause
(a) above or within [***] days of the end of the
[***] day period in clause
(b) above.  Upon receipt of such notice, SELLER shall promptly return
to BUYER all consideration paid hereunder for aircraft that have not been
delivered together with nil accrued interest thereon as well as any appropriate
penalties incurred pursuant to section 17, and the parties shall be
released from all further obligations under this Agreement with respect to
undelivered Aircraft; however, the parties’ obligations with respect to
delivered Aircraft shall remain in full force and effect.  If BUYER
fails to deliver notice of termination of this Agreement within the time period
set forth in this paragraph, BUYER shall forfeit the right to terminate this
Agreement with respect to me delivery default that gave rise to the termination
right and the Specified Delivery Date for the late aircraft shall be extended to
be the same date as the Specified Delivery Date for the next Aircraft to be
delivered hereunder, or if the late Aircraft is the last Aircraft to be
delivered hereunder, the Specified Delivery Date shall be extended [***] days.

     

    SELLER
may terminate this Agreement upon [***] days written notice to
BUYER, as a result of (a) BUYER’S unwarranted failure or refusal to accept
delivery of the Aircraft within [***] days after SELLER has
tendered the Aircraft for delivery or (b) BUYER’S failure to pay any
installment of the Purchase Price when due, or (c) BUYER’S failure to make
final payment of the Purchase Price at the time SELLER tenders delivery of the
Aircraft. In addition, SELLER may terminate this Agreement on written notice at
any time prior to SELLER’S receipt of the Deposit Due at Purchase Agreement
Execution.  If this Agreement is terminated as a result of (a), (b) or
(c) above, SELLER shall retain all payments theretofore made by BUYER as
liquidated damages and not as a penalty, and the parties shall thenceforth be
released from all further obligations hereunder with respect to undelivered
Aircraft; however, the parties’ obligations with respect to delivered Aircraft
shall remain in full force and effect.

     

    [***] Confidential information has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a confidential treatment
request.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    22.         Notices.

     

    All
notices permitted or required hereunder shall be deemed sent when deposited in
the mails, registered or certified, or sent by e-mail, telegram or telefax
followed by confirmation letter addressed to the parties at the addresses shown
below;

     

    
      	
               
      

            	
              To
      SELLER:

            	
              Piaggio
      America, Inc

            


    

    
      	
               
      

            	
              Fax
      561-253-0238

            


    

    
      	
               
      

            	
              1515
      Perimeter Road

            


    

    
      	
               
      

            	
              West
      Palm Beach, FL 33406

            


    

    
      	
               
      

            	
              [***]

            


    

     

    
      	
               
      

            	
              To
      BUYER:

            	
              Avantair,
      Inc.

            


    

    
      	
               
      

            	
              27
      Wright Way

            


    

    
      	
               
      

            	
              Fairfield,
      NJ 07004

            


    

    
      	
               
      

            	
              Fax
      973-227-6957

            


    

    
      	
               
      

            	
              [***]

            


    

     

    23.         Amendment

     

    Except as
otherwise explicitly contemplated herein, this Agreement may be amended only by
a writing signed by both parties hereto.

     

    24.         Applicable Law.

     

    This
Agreement shall be governed and construed in accordance with the laws of the
State of New York without giving effect to any provision (whether of the State
of New York or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York other than
non-waivable provisions of U.S. federal law.  The parties hereto
consent to the jurisdiction of the courts of the State of New York and the U.S.
federal courts each located in New York, New York and waive any right to object
to venue or forum in or jurisdiction of such courts, in each case in connection
with any and all claims brought therein in connection with any disputes arising
out of or in any way relating to this Agreement.  Should any dispute
arising out of or in any way relating to this Agreement not be resolved by
negotiation or mediation, the parties hereto hereby agree that all claims
related to such disputes shall be brought in either courts of the State of New
York or the United States federal district court located in or closest to New
York, New York.

     

    25.         Binding
Effect

     

    This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns.

     

    [***] Confidential information has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a confidential treatment
request.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    26.         Waiver.

     

    No
failure or delay on the part of any Party in exercising any right hereunder
shall operate as a waiver of, or impair, any such right No single or partial
exercise of any such right shall preclude any other or further exercise thereof
or the exercise of any other rights.  No waiver of any such right
shall be effective unless given in writing.  No waiver of any such
right shall be deemed a waiver of any other right hereunder.

     

    27.         Interpretation.

     

    The
headings of the various sections hereof are for convenience of reference only
and shall not affect the meaning or construction of any provision
hereof.

     

    28.         Severability.

     

    In the
event that any provision of this Agreement should for any reason be held
ineffective, the remainder of this Agreement shall remain in full force and
effect.

     

    29.         Authority
to Contract

     

    SELLER
and BUYER hereby represent and warrant to each other that each has the power and
authority to enter into this Agreement and that this Agreement upon due
execution and delivery by the parties, shall constitute a valid, binding and
enforceable order of each of them.

     

    30.         Mediation

     

    If a
dispute arises out of or in any way relates to this Agreement and if the dispute
cannot be settled through negotiation, the parties agree first to try in good
faith to settle the dispute by mediation before resorting to arbitration,
litigation, or some other formal dispute resolution procedure.  Any
such dispute shall be submitted to a mediator selected by mutual agreement of
the parties.  Unless the parties agree to an alternative arrangement
the mediator’s fee and expenses shall be equally divided between the
parties.

     

    [***] Confidential information has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a confidential treatment
request.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B


     

    P.180
Avanti II Sales Price

    Contractual
Price Escalation Formula

     

    The price
of the Aircraft shall be $[***], expressed in January
2006, United States dollars (“The Reference Price”), escalated to the estimated
date of final delivery of the Aircraft (“The Escalated Price”), by an index
determined through the analysis of prices of “competitive
aircraft”.  The “competitive aircraft” are determined by an objective
analysis of list price, zero fuel weight, passenger load, and
range.  The following steps are taken in order to determine the
escalation factor:

     

    
      	
               
      

            	
              1.

            	
              Each
      aircraft determined to be competitive is weighted according to unit sales
      volume so that the total equals the total universe or
  1.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      year-to-year change in list price for each aircraft (as published in the
      Business and Commercial Aviation Annual Purchase Planning Handbook) is
      then multiplied by the weighting
factor.

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      price escalation factor is determined by the sum of the two preceding
      steps.

            


    

     

    The
Escalated Price shall be equal to the Reference Price, multiplied by an
escalation factor as calculated in (a), (b) and (c) below:

     

    
      	
               
      

            	
              a.

            	
              The
      initial list of competitive aircraft is comprised
  of:

            


    

     

    
      
        
          
            
              	 
      	 
      	
                      Weighting

                    
	
                      1)

                    	
                      Cessna
      CJ 2+

                    	
                      [***]

                    
	
                      2)

                    	
                      Cessna
      CJ3

                    	
                      [***]

                    
	
                      3)

                    	
                      Cessna
      Citation Bravo

                    	
                      [***]

                    
	
                      4)

                    	
                      Beechcraft
      King Air B200

                    	
                      [***]

                    
	
                      5)

                    	
                      Beechcraft
      King Air 350

                    	
                      [***]

                    
	
                      6)

                    	
                      Beechcraft
      Premier I

                    	
                      [***]

                    
	
                      7)

                    	
                      Hawker
      400XP

                    	
                      [***]

                    


            

          

        

         

      

    

    
      	
               
      

            	
              b.

            	
              The
      year-to-year percentage price increase as reported in the Business &
      Commercial Aviation Annual Purchase Planning Handbook is as
      follows:

            


    

     

    
      
        
          
            
              
                
                  
                    	
                            Aircraft

                          	 
      	
                            2005

                          	 	
                            2004

                          	 	
                            2003

                          
	 
      	 
      	
                            [***]

                          	 	
                            [***]

                          	 	
                            [***]

                          
	
                            Cessna
      CJ 2+

                          	 
      	
                            [***]

                          	 	
                            [***]

                          	 	
                            [***]

                          
	
                            Cessna
      CJ3

                          	 
      	
                            [***]

                          	 	
                            [***]

                          	 	
                            [***]

                          
	
                            Cessna
      Citation Bravo

                          	 
      	
                            [***]

                          	 	
                            [***]

                          	 	
                            [***]

                          
	
                            Beechcraft
      King Air B200

                          	 
      	
                            [***]

                          	 	
                            [***]

                          	 	
                            [***]

                          
	
                            Beechcraft
      King Air 350

                          	 
      	
                            [***]

                          	 	
                            [***]

                          	 	
                            [***]

                          
	
                            Beechcraft
      Premier 1

                          	 
      	
                            [***]

                          	 	
                            [***]

                          	 	
                            [***]

                          
	
                            Hawker
      400XP

                          	 
      	
                            [***]

                          	 	
                            [***]

                          	 	
                            [***]

                          


                  

                

              

            

          

        

      

    

     

    [***] Confidential information has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a confidential treatment
request.


    
      
         


      

      
        Exhibit
B-1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              c.

            	
              The
      year-to-year weighted percentage price increase and resulting Escalation
      Index based on the data above Is as
follows:

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Aircraft

                                  	 	
                                    Weight

                                  	 	
                                    2005

                                  	 	
                                    2004

                                  	 	
                                    2003

                                  
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                    Cessna
      CJ 2+

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  
	
                                    Cessna
      CJ3

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  
	
                                    Cessna
      Citation Bravo

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  
	
                                    Beechcraft
      King Air B200

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  
	
                                    Beechcraft
      King Air 350

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  
	
                                    Beechcraft
      Premier I

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  
	
                                    Hawker
      400XP

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  
	 
      	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  
	
                                    Yearly
      Escalation Index

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  	 	
                                    [***]

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    On an
annual basis, due to unforeseen and changing market conditions, either the BUYER
or the SELLER may request that the list of “competitive aircraft” be reviewed
and amended to reflect current market conditions.  Should the parties
be unable to agree on the competitive aircraft to be included in the
calculations, the list of competitive aircraft will include all competitive
aircraft that meet the following criteria:

     

    
      
        	 	
                1)

              	
                Zero
      Fuel Weight between 9,500 pounds and 13,000
  pounds.

              


      

    

    
      	
               
      

            	
              2)

            	
              Must
      have a minimum of 7 certified passenger seats and 2 crew
      seats.

            


    

    
      	
               
      

            	
              3)

            	
              Must
      have a list price within $2,000,000 of the previous years list price of
      the Avanti II as listed in Business & Commercial
    Aviation.

            


    

    
      	
               
      

            	
              4)

            	
              Must
      have a published ferry range of between 1,350 nm and 2,000
    nm.

            


    

    
      	
               
      

            	
              5)

            	
              A
      sales volume for that year of at least 10
  aircraft.

            


    

     

    Solely as
an example of how to conduct the calculations contemplated in this provision,
with the Reference Price set at January 2006 ($[***]), and the calendar month
prior to delivery being March 2008, using the yearly escalation index of years
2004 and 2005 (as a substitute for years 2007 and 2008) reported in section c
above as the sample Escalation Index, the Escalated Price would be calculated as
follows:

     

    Escalated
Price equals [***]

     

    Escalated
Price equals [***]

     

    [***] Confidential information has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a confidential treatment
request.


    
      
         


      

      
        Exhibit
B-2

        
          

        

      

      
         


      

    


    EXHIBIT
C


     

    P180
Avanti II NEW AIRCRAFT WARRANTY

     

    A.  AIRCRAFT
MANUFACTURER’S LIMITED WARRANTY

     

    Manufacturer
warrants that the Aircraft, at the time of its delivery from Manufacturer, shall
be free from all defects in material and workmanship and from defects inherent
in its design relative to the known state of the art at the time of such
design.  This warranty does not apply to Aircraft operated or
maintained contrary to Manufacturer’s service and flight manuals, as they may be
in effect from time to time, provided same are provided to Buyer on an ongoing
basis.  (The first year updates are offered at no
charge.)

     

    Upon
receipt of prompt written notification from Buyer, including satisfactory
evidence of the defects and return of the defective part when possible,
Manufacturer shall:

     

    1)  if
the failure occurs both within the first 1,000 flight hours and within 24 months
after acceptance by and delivery of the aircraft to Buyer, either repair or
replace all defective items which are manufactured by Manufacturer or those
which are manufactured by vendors to Manufacturer’s detailed design
specifications.

     

    2)  if
the failure occurs both within the first 5,000 flight hours and within 60 months
after delivery of the Aircraft to Buyer, either repair or replace any defective
fuselage, empennage, wing, or control surface.

     

    B.  ENGINES
WARRANTED BY PRATT & WHITNEY

     

    Engine
warranty will be administered by the engine manufacturer (Pratt & Whitney
Canada Inc.).  Specific details for the implementation of such
warranty will be furnished to the Buyer by the Manufacturer upon delivery of the
Aircraft.

    (2 Years
or 1000 hours, whichever comes first.)

     

    C.  AVIONICS
WARRANTED BY APPLICABLE MANUFACTURERS.

     

    The
Avionics equipment and components are warranted by their respective
manufacturers for varying periods of time. (Five years for Collins Avionics
Package).  Buyer will receive any remaining life of those warranties
in accordance with each respective manufacturer’s warranty program.

     

    D.  LABOR
STATEMENT

     

    With
regard to paragraphs A(1), A(2), above, the repair or replacement of defective
parts under this warranty will be made by or through any Avanti Authorized
Service Center or, by prior agreement with Seller only, at a service center
chosen by Buyer, without charge for parts and/or labor for removal, installation
and/or actual repair of such defective parts.

     

    [***] Confidential information has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a confidential treatment
request.


    
      
         


      

      
        Exhibit
C-1

        
          

        

      

      
         


      

    


    EXHIBIT
D


     

    SPECIAL
TERMS AND CONDITIONS

    AVANTAIR,
INC.

    NOVEMBER
3, 2005

     

    Cost of Aircraft/First Right of
Refusal – As an inducement to SELLER to enter into this agreement, BUYER
agrees to use all aircraft purchased hereunder for fractional ownership or
charter business except as otherwise explicitly provided in this
paragraph.  BUYER acknowledges that SELLER would not have entered into
this agreement but for BUYER’S compliance with the covenants set forth in this
paragraph.  [***].  BUYER shall
not resell any aircraft purchased under this Agreement as a whole aircraft
within [***]of delivery of
that aircraft without first offering, in writing, to resell such aircraft to
SELLER at a price equal to [***], which offer shall be
binding on BUYER if accepted by SELLER as contemplated in this
paragraph.  BUYER agrees to offer any aircraft it proposes to resell
as a whole aircraft to SELLER as provided in this paragraph prior to contacting
any other entity and/or prior to placing such aircraft on the open
market.  SELLER must give BUYER written notice of its intention to
exercise its repurchase right under this paragraph within [***] days from the date of
SELLER’S receipt of BUYER’S written offer of resale, which notification shall be
binding on SELLER.  If BUYER resells any aircraft purchased under this
agreement as a whole aircraft within [***] of delivery of that
aircraft, regardless of whether such aircraft was offered for resale to SELLER
or whether SELLER declined any such resale offer, BUYER shall return to SELLER
[***].  SELLER
agrees to provide BUYER with right of first refusal on any like configured
aircraft for which right of first refusal has not already been granted as of
this Agreement, which may come available as a result of cancellation or
unexercised option.  SELLER agrees to contact BUYER prior to
contacting any other entity and/or prior to placing same on the open
market.  BUYER agrees to make its intentions known to SELLER within
[***] of
notification.  All the provisions of this paragraph terminate upon the
delivery of the last aircraft delivered under this contract.

     

    Green Aircraft Acquisition -
At Buyer’s option, Buyer may elect to take delivery of the aircraft in a “green”
(uncompleted) condition as it comes from the factory.  If the Buyer
elects to exercise this option, the aircraft price will be $[***] in 2006 US dollars and
shall be subject to the same escalation index as outlined in Exhibit B of
this Agreement.  The total purchase price shall be due and payable
upon Green Aircraft Acceptance in Greenville, SC.  Aircraft must be
completed in a Piaggio America Authorized Completion Center.

     

    [***] Confidential information has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a
confidential treatment request.


    
      
         


      

      
        Exhibit
D-1

        
          

        

      

      
         


      

    


    EXHIBIT
E

    AVANTAIR,
INC.

    Optional
Equipment/Modifications

     

    
      
        
          	
                  OPTION

                	 	
                  COST

                
	
                  1.

                	 	 
      
	
                  2.

                	 	 
      
	
                  3.

                	 	 
      
	
                  4.

                	 	 
      
	
                  5.

                	 	 
      
	
                  6.

                	 	 
      
	
                  TOTAL

                	 	 
      


        

      

    

     

    [***] Confidential information has
been omitted and filed separately with the Securities and Exchange Commission
pursuant to a confidential treatment request.

     

    
      
         


      

      
        Exhibit
E-1

        
          

        

      

      
         


      

    

     

    November
10, 2005

     

    Mr.
Steven F. Santo

    Chief
Executive Officer

    Avantair,
Inc.

    27 Wright
Way

    Fairfield,
NJ 07004

     

    Dear Mr.
Santo:

     

    This
letter will confirm an agreement with Avantair, Inc. for the rebate of certain
funds upon the full payment for certain aircraft.  This letter will
reference Avantair #44 through Avantair #79, Piaggio Avanti Serial Numbers To Be
Assigned Aircraft to be delivered according to the following
schedule:  Twelve (12) aircraft in 2008; Twelve (12) aircraft in 2009;
and Twelve (12) aircraft in 2010.

     

    Upon
receipt of the Total Due on Delivery from the Purchase Agreement, Piaggio
America, Inc. will provide the following rebates:

     

    
      
        
          
            
              	
                      Avantair
      #44-#79 Serial Numbers 1XXX-1XXX

                    	
                       
      [***]

                    	
                      To
      be rebated at
closing

                    


            

          

        

      

    

     

    Thank you
for your business.  If this letter is agreeable to you, please sign
below.

     

    
      
        
          	
                  Sincerely,

                	
                  Accepted:

                
	 
      	 
      
	
                  /s/
      James L. Holcombe

                	
                  /s/
      Alfred Rapetti

                
	 
      	 
      
	
                  James
      L. Holcombe

                  Executive
      Vice President, Sales & Marketing

                  Chief
      Operating Officer

                	
                  Alfred
      Rapetti

                  Executive
      Chairman

                  Avantair,
      Inc.

                


        

      

    

     

    Piaggio
America, Inc.

    1515
Perimeter Road    West Palm Beach, FL
33406    Phone:  (561)
253-0104    Fax:  (561) 253-0238

    EAST\42745661.2

     

    [***] Confidential information has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a confidential treatment
request.