Exhibit
10.14

     

    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:  September
24, 2007

     

    
      
        
          
            	
                    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
      (9) aircraft in 2011 and Thirteen (13) aircraft in
      2012.

                  
	
                    Place
      of Delivery:

                  	
                    To
      Be Assigned.

                  


          

        

      

    

     

    BUYER
submits its order for the purchase of twenty-two (22) Aircraft described herein
(Avantair #80 through Avantair #101.  BUYER agrees to pay for said
Aircraft the Sum for each as follows:

     

    Standard
Aircraft as described herein (see Exhibit A-l 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.180 Avanti II Avantair Interior
Description.  Should BUYER desire any features not included in the P-1
80 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 at the time of approval of the
Work Change Request by BUYER.

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	
                      Aircraft

                    	
                      9
      Aircraft

                    	
                      13
      Aircraft

                    
	
                      Scheduled
      Delivery Date

                    	
                      2011

                    	
                      2012

                    
	
                      Standard
      Price in 2008 US Dollars

                    	
                      [***]

                    	
                      [***]

                    
	
                      Total
      A/C Purchase Price in 2008 US Dollars

                    	
                      [***]

                    	
                      [***]

                    
	
                      Sales
      Tax (if Applicable)

                    	
                      [***]

                    	
                      [***]

                    
	
                      Total
      Balance Due in 2008 US Dollars

                    	
                      [***]

                    	
                      [***]

                    
	
                      Deposit
      Per Aircraft Due At Purchase Agreement Execution

                    	
                      [***]

                    	
                      [***]

                    
	
                      Progress
      Payment Per Aircraft Due September 30, 2009

                    	
                      [***]

                    	
                      [***]

                    
	
                      Progress
      Payment Per Aircraft Due [***]

                    	
                      [***]

                    	
                      [***]

                    
	
                      Progress
      Payment Per Aircraft Due [***]

                    	
                      [***]

                    	
                      [***]

                    
	
                      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

     

    
      	
              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 07004

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                  /s/ Eric P.
    Hanson

              	 
      	
                By:

              	
                  /s/ Steven
  Santo

              


      

    

    


    
      
        	
                Print
      Name:

              	
                Eric P. Hanson

              	 
      	
                Print
      Name:

              	
                   Steven
  Santo

              


      

       

      
        
          
            
              
                
                  	
                          Title:

                        	 
      	 
      	
                          Title:

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          Date:

                        	 
      	 
      	
                          Date:

                        	 
      


                

              

            

          

        

      

    

     

    [***]
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.  In
the event of a delay in providing those standard specifications that exceeds
thirty (30) days, SELLER shall have the right to re-position 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 oil 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 on 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.

     

    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.

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    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 of 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, 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 March 31, 2010 and March
31, 2011 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.  Any 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 Rote 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.

     

    14.           Import
Licenses.

     

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

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    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.

     

    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.

     

    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.  In 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 all 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 the 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.

     

    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.

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    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.           Board
Approval.

     

    SELLER
and BUYER will have 30 days from the signing of this Agreement to receive
approval from their respective Board of Directors.  This Agreement may
not be modified in any way by either Board.  The Board may only
approve or disapprove this Agreement.  Upon Board Approval, SELLER and
BUYER hereby represent and warrant to each other that each will have 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
2008, United States dollars (“The Reference Price”), escalated to the estimated
date of final delivery of the Aircraft (“The Escalated Price”), by the annual
U.S. Consumer Price Index (“CPI).

     

    For
avoidance of doubt pricing for deliveries in 2011 will be determined as
follows:

     

    [***]

     

    Pricing
for deliveries in 2012 will be determined as follows:

     

    [***]

     

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


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    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.


    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    EXHIBIT D

     

    SPECIAL
TERMS AND CONDITIONS

    AVANTAIR,
INC.

    SEPTEMBER
24, 2007

     

    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 2008 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.


    
      
         


      

      
        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.


    
      
         


      

      
        E-1

        
          

        

      

      
         


      

    


    September
24, 2007

     

    Mr.
Steven F. Santo

    President
and 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 #80 through Avantair #101, Piaggio Avanti II Serial “Numbers
To-Be-Assigned - Aircraft to be delivered according to the following
schedule:  Nine (9) aircraft in 2011 and Thirteen (13) aircraft in
2012.

     

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

     

    
      	
              Avantair
      #80 

              -
      #101 Serial 

              Numbers

              1XXX-

              1XXX

            	
              [***]

            	
              To
      be rebated at 

              closing

            


    

    


    Thank you
for your business.  If this agreement is acceptable, please sign
below.

     

    
      	
              Sincerely,

               

              /s/
      James L. Holcombe

            	
              Accepted:

               

              /s/
      Steven F. Santo

            
	
              James
      L. Holcombe

              Executive
      Vice President, Sales

            	
              Steven
      F. Santo

              President
      and Chief Executive Officer

              Avantair,
      Inc.

            


    

    


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