Exhibit10.7**AIRCRAFT CHARTER AGREEMENT**This AIRCRAFT CHARTER AGREEMENT (“Agreement”) is by and between Inn of the Mountain Gods Resort andCasino, an enterprise of the Mescalero Apache Tribe, (hereinafter referred to as “IMG”), with itsoffices located at 287 Carrizo Canyon Road, Mescalero, New Mexico 88340, and Vision Airlines, Inc.(hereinafter collectively referred to as “Vision”), incorporated under the laws of the State ofNevada, with it’s offices located at 2634 Airport Dr., Suite 106, North Las Vegas, NV 89032.**Recitals:**Whereas, Vision is in the business of providing aircraft charter services and Vision desires toprovide such services to IMG.Whereas, IMG desires to utilize Vision’s aircraft charter services.NOW, THEREFORE, incorporating the foregoing recitals and in consideration of the mutual covenantsand agreements contained in this Agreement and other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, IMG and Vision intending to be legally bound,hereby covenant and agree as follows:**Definitions:**“Aircraft” shall mean a thirty (30) seat Dornier 328 aircraft operated by Vision.“Flight Crew” shall mean two (2) pilots, a captain and first officer, and one (1) flight attendant.“Charter Flight” shall mean any aircraft take off and landing in performance of Vision’s aircraftcharter services.“Aircraft Charter Services” shall mean those services prescribed in Article 1A, Article 1B and asscheduled in accordance with Article 3 herein.“Coach” shall mean a fifty (50) passenger MCI Motor Coach, including a duly licensed driver, driverhousing, board, fuel and insurance.“Week” shall mean the time period beginning Sunday up to, and including Friday.“Hazardous Materials” shall mean any article or substance the transportation of which by air isprohibited, restricted or otherwise affected by any rule or governmental regulation.**Article 1 Charter Services:**A. Vision will provide an aircraft, with flight crew, to IMG for found trip transportation ofIMG’s guests from Houston, Texas, IAH airport, to Alamogordo, New Mexico, ALM airport, andthen return IMG’s guests from Alamogordo, New Mexico, ALM airport, to Houston, Texas, IAHairport. Vision may, without prior notice and in its sole discretion, substitute one or morealternate aircraft for the aircraft, which alternate aircraft shall be
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  substantially similar to and at least equivalent in capacity and general capabilities as theaircraft.B. Vision will provide complimentary in-flight catering services of light snacks, soft drinks,fruit juice and light alcohol. Beverage service shall be consistent with Vision’s standardbeverage service practices. Vision, at it’s sole discretion and without penalty, may limit oreliminate such services due to flight times or flight conditions.C. Vision will provide a coach for round trip transportation of IMG’s guests from Alamogordo,New Mexico, ALM airport to the Inn of the Mountain Gods and then return IMG’s guests from theInn of the Mountain Gods to Alamogordo, New Mexico, ALM airport. Coach service is reservedexclusively, and only, for IMG’s guests who are passengers of Vision aircraft charters inaccordance with the provisions of Articles 1, 2 and 3 herein.D. Vision may provide additional services to IMG upon IMG’s request. Additional services mustbe mutually agreed upon by the parties subject to a written agreement to include the scope andcosts of the additional services.**Article 2 Term:**A. Twenty six (26) weeks consisting of an aggregate total of One Hundred Four (104) round tripcharter services.B. Charter services will commence September 2, 2007, and continue up to, and including, February29, 2008, at which time thereafter this Agreement will terminate.C. At the sole discretion of IMG, IMG may extend this Agreement for an additional twenty six(26) weeks under the same terms and provisions as set forth herein. Notice of such extensionshall be sent by notice in accordance with the Agreement no later than forty five (45) daysprior to the expiration of the original term (February 29, 2008).**Article 3 Charter Services Schedule:**A. Vision will provide a total of four (4) round trip charter services on, and only on, Sunday,Monday, Wednesday and Friday of each week.B. Aircraft charter services will, tentatively and subject to change, depart from Houston,Texas, IAH airport at 10:30 a.m., and depart from Alamogordo, New Mexico, ALM airport at 1:00p.m., on the days prescribed in Article 3A herein. Departure times are subject to aircraftrouting, airport gate space, weather conditions, unforeseen and unscheduled aircraftmaintenance and other operational factors. Subject to such factors, Vision and IMG will usereasonable efforts to cause on time departures.**Article 4 Price of Charter Services:**A. Total price of this Agreement is One Million Two Hundred Sixty Eight Thousand dollars,($1,268,000.00).
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B. Price of each round trip charter services is Twelve Thousand Two Hundred dollars,($12,200,00).C. Not included in the price of this Agreement. 1. Fuel costs over $2.75 per gallon; landing fees; deicing; extra baggage charges;and special on flight catering requests, which will be charged to IMG as an additionalcost;  2. If IMG requests, then Vision will provide Motor Coach Charter Service, otherthan the coach services prescribed in Article 1C herein. This additional Motor CoachCharter Service will be charged to IMG as an additional cost as follows: (a) At the rate of Five Hundred dollars, ($500.00) per day;  (b) forty eight cents, ($.48), per mile for each additional mileover Four Hundred, (400), miles per day;  (c) drivers room and board only if motor coach charter servicerequires an over night stay at a location other than Ruidoso or Alamogordo. 3. Other additional services requested by IMG in accordance with Article 1Dherein; and additional costs that may be incurred by Vision in accordance with thisAgreement.  4. IMG agrees to collect and pay the Federal Excise Tax and passenger tax. IMGagrees to indemnify and hold Vision, its affiliates, officers, directors, employees andagents, harmless from the payment or collection of any such taxes or assessments, andfrom any and all liabilities, penalties or expenses arising out of any failure by IMGto make payment of such taxes or assessments.**Article 5 Payment Schedule:**A. Contract Price: 1. IMG will make a weekly advanced payment in the amount of Forty Eight ThousandEight Hundred dollars, ($48,800.00), for a total of twenty-six (26) weekly payments.  2. IMG’s payment is due, in advance, on the Monday prior to, and preceding, thefollowing weeks scheduled flight. By way example; IMG’s first payment is due and owingon Monday, August 27, 2007, in payment of the first weekly scheduled charter servicebeginning Sunday, September 2, 2007. If in the event the scheduled payment due datefalls on a holiday and banks are closed, then payment is immediately due the followingday thereafter.
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 3. Payments is to be made by wire transfer to Vision’s depository bank accountpursuant to the following wiring instructions:    (Need wiring information)B. Additional charges: 1. Vision, every two weeks, will invoice IMG for additional charges incurred byIMG as prescribed by and in accordance with Article 4 herein and nay other additionalcosts incurred in accordance with this Agreement;  2. IMG will submit payment with Ten (10) days of receipt of invoice; and,  3. Payments are to be made by wire transfer to Vision’s depository bank account inaccordance with Article 5A3 herein.**Article 6 Insurance:**A. Vision shall maintain insurance for the Aircraft and Coach, at no expense to IMG, whichconforms to the requirements of this Article. It is expressly agreed that the AircraftLiability Insurance must be placed with a reputable insurer approved by IMG. Copies of suchpolicies or policy shall be provided to IMG by Vision.B. During the Term, the following coverage must be maintained: (i) aviation liability, includingpassenger liability, public liability, and property damage liability, which will aggregate acombined limit of not less than $100,000.00 per occurrence, against claims for death or injuryto person or loss of or damage to property in connection with the possession, use, and oroperation of the Aircraft; and (ii) Workers Compensation coverage at statutory limits.C. The insurance policies described in this Article shall include provisions to the effect that:(i) the insurance is primary and not excess, contributory, or contingent; and (ii) prior tooperating any flights pursuant to this Agreement, Vision shall provide a Certificate ofInsurance for IMG’s approval naming Inn of the Mountain Gods as an additional insured; and(iii) IMG shall not be responsible for paying any deductibles under the required insurancepolicies.D. The aircraft shall not be operated unless the insurance described hereunder is in full forceand effect, nor shall the aircraft be operated in a location or any manner which would causesuch insurance to be suspended, impaired or canceled, or its protection to be jeopardized.E. In the event of loss or destruction of, or damage to, the aircraft Vision and IMG shallcooperate in good faith and promptly furnish information, execute such documents and do allsuch other acts and things as may be reasonably necessary or appropriate to collect theproceeds of any insurance policy or policies.
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**Article 7 Indemnification:**A. Vision agrees to protect, defend, indemnify, release and hold harmless IMG, the MescaleroApache Tribe, subsidiary, and affiliated companies, contractors and subcontractors, and thedirectors, officers, employees, and representatives of IMG and the Mescalero Apache Tribe fromand against any and all claims, demands, causes of action, damages, and cots, includingattorneys’ fees, for personal injury, death, or property damage sustained by any person,directly or indirectly arising out of, or in connection with, the services provided hereunder.Notwithstanding the foregoing, Vision shall not be required to protect, defend, indemnify,release and hold harmless, IMG from and against acts of terrorism. Vision’s indemnificationis limited by the terms of its insurance as outlined in Article 6 herein.B. IMG agrees to protect, defend, indemnify, release and hold harmless Vision, its parent,subsidiary, and affiliated companies, its co-owners, contractors and subcontractors, and thedirectors, officers, employees, and representatives of Vision from and against any and allclaims, demands, causes of action, damages, and costs, including attorneys’ fees, (a) for apersonal injury, death, or property damage sustained by any person, directly or indirectly,due to any fault or negligence of IMG or its guests arising out of, or in connection with, theservices provided hereunder, and (b) for all any and all penalties, damages, fines, or otherliability that any governmental entity may impose upon Vision due to any fault, negligence,responsibility, or failure of responsibility on the part of IMG.**Article 8 Regulatory Compliance:**A. Vision shall ensure the Aircraft is at all times appropriately registered with the FederalAviation Administration. Vision shall obtain and maintain in full force and effect any andall certificates, licenses, permits, and authorizations that are necessary for the use andoperation of the Aircraft in accordance with this Agreement including certification under Part135 of the Federal Aviation Regulations. Upon the request by IMG, Vision shall provide copiesof all documents referred to in this paragraph.B. Vision shall properly inspect, maintain, service, repair, overhaul, and test the aircraft inaccordance with an FAA approved maintenance program under Part 135 of the Federal AviationRegulations and make or cause to be made all necessary repairs or replacements so as to (i)keep the aircraft and each part in good operating condition; (ii) maintain the cabin andexterior of the Aircraft in good condition; (iii) keep the aircraft duly certified asairworthy; (iv) comply with all appropriate FAA airworthiness directives; (v) comply with allmaintenance manuals and airworthiness alerts applicable to the aircraft or any part thereofand diligently and promptly maintain, repair and service the aircraft in accordance with same;(vi) comply with all applicable statutes, rules, and regulations and the standards set forthin the aircraft’s service and operations manuals; and (vii) schedule service to the aircraftin a prudent and responsible manner so as to endeavor to ensure that the aircraft is at alltimes in good operating condition; (viii) without limiting the generality of the foregoing,Vision shall operate the aircraft only in accordance with applicable manufacturer’srecommendations and airport climactic conditions and shall
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ensure that the aircraft will not be operatedunless an appropriate airworthiness certificateis in effect. Vision shall not permit theaircraft to be maintained, used, or operated inviolation of any law, rule, regulation,ordinance, or order of any governmental authorityhaving jurisdiction or in violation of anyairworthiness certificate, license, orregistration relating to the aircraft.**Article 9 Independent Contractor:**Vision is, and shall remain at all times, an independent contractor of IMG in providing the charterservices. All persons employed by Vision in connection with the provision of such charter servicesshall be and remain employees solely of Vision and subject only to the supervision of Vision’ssupervisory personnel. Except as specifically provided herein, none of the parties shall act orrepresent or hold itself out as having authority to act as an agent or partner of the other party,or in any way bind or commit the other party to any obligations. Nothing contained in thisAgreement shall be construed as creating a partnership, joint venture, agency, trust or otherassociation of any kind, each party being individually responsible only for its obligations as setforth in this Agreement. If a travel company or other entity assists or provides IMG with servicesrelated to the charter flights or makes arrangements for hotel accommodations, tours or landtravel, then such company or other entity shall act solely as a representative of IMG and not ofVision.**Article 10 Charter Flight Operations Rights and Responsibilities:**A. IMG and all passengers shall observe the instructions of Vision’s flight crew, employees andagents. The aircraft and its crew will at all times be under the exclusive command andcontrol of the Captain. The Captain shall not be obligated to comply with any request fromIMG or any passenger. In furtherance of the foregoing, IMG agrees the Captain shall have fullauthority concerning all decisions necessary for the safety of the aircraft, its passengers,crew, and cargo, including, but not limited to loading, load, distribution, stowage, unloadingof baggage and cargo, how the charter flight shall be operated, whether the agreed route canbe followed and the location of any landing or intermediate landing.B. If Vision, at it sole discretion, determines an airport or any facilities at any airport areinadequate for safe operation, or if landing is prohibited or restricted by law or operatingconditions, then Vision may, without liability of any kind to IMG or any passengers,substitute in lieu thereof the nearest point at which suitable facilities are available andlanding can be made. If a charter flight lands at an alternate airport and is unable tocontinue to its scheduled destination due to weather conditions, air traffic control delays,or other causes outside Vision’s reasonable control; then Vision, if requested by the IMG,shall use its reasonable efforts to make alternative transportation arrangements for thepassengers. IMG shall reimburse Vision for costs incurred by Vision in making sucharrangements.C. If any delay in excess of thirty (30) minutes of the scheduled departure time of a charterflight is caused through the action or at the request of IMG, and such delay createsadditional costs to Vision, then IMG agrees to reimburse Vision for the reasonable costs
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  incurred by Vision as a direct result of such delays. Vision will invoice IMG for any suchadditional costs.D. Vision will accept baggage subject to the following conditions: 1. Total allowable baggage per passenger shall not exceed the limit of two piecescollectively weighing no more than fifty (50) pounds;  2. All baggage is subject to search and inspection at any time;  3. Vision will not accept baggage, the size, weight or character of which makes itunsuitable for transportation on the aircraft, as determined in the sole discretion byVision;  4. No firearms and/or hazardous materials may be transported on any Visionaircraft;  5. Vision will not accept for carriage any cargo other than the baggage ofpassengers; and  6. Vision is not the responsible or liable for any damage and/or loss of any itemsin passenger baggage or the baggage itself.E. Vision shall have the right without refund or reduction of the charter services fee toutilize any unused passenger or cargo space in the Aircraft for the transportation of Vision’sown personnel or cargo.F. IMG shall be responsible for all damage by passengers to the property of Vision, exceptingreasonable wear and tear. Upon prior written notice to IMG, the cost to repair any suchdamage will be invoiced separately at the actual cost incurred. Prior to making such repairsor replacement for damaged property, written notice shall be provided to IMG outliningspecifically the damage, where applicable the date of such damage and any other detailsnecessary for determination of potential liability by IMG.**Article 11 Delays and Cancellations:**A. If the aircraft described above is not available for any charter flights scheduled inaccordance with Article 3 herein, then Vision, at Vision’s sole expense, shall securesubstitute transportation for the passengers equal to the transportation required to beprovided by Vision in accordance with this Agreement. If Vision is not able to secure equaltransportation for IMG’s passengers, Vision shall immediately refund to IMG the payment(s)made for the cancelled flight(s).B. Vision shall not be liable to IMG or any passengers for any damage, loss, cost, or expensearising out of or in connection with the cancellation of any charter flight due to the failureto receive timely issuance of any and all necessary approvals, clearances, permits andoperating authority by or from governmental authorities, including, without limitation,landing and overflight rights. Vision shall use its reasonable and timely
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  efforts to obtain issuance of all such approvals, clearances, permits and operatingauthority on a timely basis. If any charter flight or any portion of a charter flight iscancelled due to a failure to receive on a timely basis any approval, clearance, permit oroperating authority described in this Article, then Vision shall refund to IMG all paymentsreceived by Vision applicable to such charter flight.C. Vision’s obligation to perform charter flights is contingent upon IMG making the advancedpayment in accordance with Article 5 herein. Vision shall not be liable to IMG or anypassengers for any damage, loss, cost, or expense arising out of or in connection with thecancellation of any charter flight due to nonpayment in violation of Article 5 herein.D. Vision may refuse to transport, or may remove any passenger from any charter flight for anyof the reasons set forth below. Upon such removal, Vision shall not be required to refund anycharter payments made by IMG for such charter flight: 1. Vision reserves the right to refuse carriage to IMG or to any passenger whosedocuments are incomplete or who has not complied with the applicable laws, regulations,orders, demands or travel requirements. Vision shall not be liable for loss or expensedue to failure of IMG or passengers to comply with applicable law and regulations. 2. If Vision’s Captain or First Officer determines that such passenger’s conductis disorderly, abusive or violent, or such passenger: (a) appears to be intoxicated or under the influence of drugs;  (b) attempts to interfere with any member of the flight crew;  (c) appears to be mentally deranged or incapacitated;  (d) engages in any action that might jeopardize the safety orcomfort of other passengers;  (e) causes any unusual hazard or risk to himself/herself or toother persons or to property.E. Force Majeure. Neither Vision nor IMG shall be liable to the other for any loss, failure ordelay in the performance of any of their respective obligations herein due to events beyondthe parties control, including, but not limited to; weather whether actual, threatened orreported; strikes; lockouts; other industrial; labor disturbances; acts of public enemy;wars,; acts of terrorism; riots; epidemics; lightning; earthquakes; hurricanes; arrests;explosions; accident to or failure of the aircraft or any part of component thereof, for anyother mechanical equipment; failure of public utilities, unavailability of fuel; inability tosecure operating approval; seizure under legal process; sanctions; quarantine restrictions;fire; smog; fog; flood; act of God; any restricted acts of government; bomb threats;unavailability of insurance coverage at commercially
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  reasonable rates due to civil or political unrest or acts of terrorism; and any other eventbeyond the control of the parties.F. In the event that any charter flights are cancelled at the request of IMG, a cancellationcharge is to be computed as follows: 1. If a charter flight is cancelled more than thirty (30) calendar days prior tothe date of the charter flight is to depart from its point of origin as prescribed inArticle 1 herein, then the cancellation charge shall be ten percent (10%) of the totalround trip charter price for such charter flight pursuant to Article 4B herein;  2. If the charter flight is cancelled less than thirty (30) calendar days prior tothe date the charter flight is to depart from its point of origin as prescribed inArticle 1 herein, then the cancellation charge shall be fifty percent (50%) of thetotal round trip charter price for such charter flight(s) pursuant to Article 4Bherein.**Article 12 Termination:**A. By IMG for Cause: The term of this Agreement may be terminated by IMG in the event Visioncommits any material default hereunder which Vision fails to remedy within twenty (20) daysafter having been notified in writing of the default. Notwithstanding the foregoing, IMG mayterminate the term of this Agreement immediately if Vision declares bankruptcy, becomesinsolvent, or ceases its normal business operations.B. By Vision for Cause: The term of this Agreement may be terminated by Vision in the event IMGcommits any material default hereunder which IMG fails to remedy within twenty (20) days afterhaving been notified in writing of the default. Notwithstanding the foregoing, Vision mayterminate the term of this Agreement immediately if IMG declares bankruptcy, becomesinsolvent, ceases its normal business operations.C. Either Party may terminate this Agreement, for and by convenience, by providing ninety (90)days prior written notice to the other party.**Article 13 Confidentiality and Non-Disclosure:**During the term of this Agreement, and forever thereafter, the parties shall not, directly orindirectly, voluntarily or involuntarily, disclose to any person or entity any confidentialinformation of the other party. For the purposes of this Agreement, “Confidential Information”shall include, but is not limited to, any of the other part’s confidential, proprietary or tradesecret information disclosed to the other party or the other party otherwise learns during the termof this Agreement such as, but not limited to, business plans, customer lists, customer names,customer contact information, price lists, flow charts, product plans, and any other informationdesignated as confidential information.**Article 14 Disclaimer of Warranties:**Except as expressly set forth in this Agreement, Vision makes no representations or warranties,express or implied, with respect to the aircraft.
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**Article 15 Assignment:**Neither party shall assign or transfer the rights or obligations associated with this Agreement, inwhole or in part, without the other party’s express written consent, which shall not beunreasonably withheld.**Article 16 Governing Law and Jurisdiction:**This agreement shall be governed, construed and interpreted by, through and under the laws of theState of New Mexico. IMG expressly consent to the personal jurisdiction and venue of the local,state and federal courts of New Mexico for any and all disputes arising out of this agreement.**Article 17 Severability:**The provision of this Agreement shall be deemed severable, and the invalidity or unenforceabilityof any one or more of the provisions hereof shall not affect the validity and enforceability of theother provisions herein.**Article 18 Corporate Identity:**As used herein, the term “Vision” shall include any corporation which is at any time a parent,affiliate, or subsidiary of Vision.**Article 19Notices:**Any notice required to be or otherwise given hereunder shall be sufficient if in writing, and sentcertified or registered mail, return receipt requested, first-class postage prepaid, as follows:To Vision:Vision Airlines, Inc.