EQUIPMENT
      PURCHASE AGREEMENT

    


    


    


    


    Between

    


    


    


    Kellstrom
      Commercial Aerospace, Inc.

    3701
      Flamingo Road, Miramar, FL 33027

    


    


    


    and

    


    


    


    


    MMC
      Mid-Sun, LLC

    26
      Broadway, Suite 907

    New
      York
      City, New York 10004

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EQUIPMENT
      PURCHASE AGREEMENT

    


    


    THIS
      EQUIPMENT PURCHASE AGREEMENT (“Agreement”),
      is made
      this 5th day of October, 2006, by and between Kellstrom Commercial Aerospace,
      Inc., a Delaware corporation (“Seller”); and MMC
      Mid-Sun, LLC, a
      Delaware limited liability company (“Buyer”).

     

    RECITALS

    


    
      	1.	
              WHEREAS,
                Buyer desires to purchase a LM2500 Gas Turbine engine, model number:
                LM2500 PE-MGW, Gas Generator SN: 691-098, Power Turbine SN: 481-402
                (the
                “Equipment”, also defined in section 1.2
                below).

            


    

    


    
      	
              2.

            	
              WHEREAS,
                Seller owns the Equipment and is ready, willing and able to deliver
                and
                sell the Equipment to Buyer pursuant to the terms and subject to
                the
                conditions set forth in this
                Agreement.

            


    

    


    NOW,
      THEREFORE, based
      upon of the mutual covenants herein contained and other good and valuable
      consideration, the parties agree as follows:

    


    
      	
              1.

            	
              DEFINITIONS

            


    

    


    
      	
              1.1

            	
              Primary
                Definitions

            


    

    


    In
      addition to words and terms elsewhere defined in this Agreement, the following
      words and terms as used in this Agreement shall have the following meanings
      unless some other meaning is apparent from the context in which the words and
      terms are used:

    


    
      	1.2	
              Equipment

            


    

    


    One
      LM2500 Gas Turbine Engine, model number: LM2500 PE-MGW, Gas Generator SN:
      691-098, Power Turbine SN: 481-402, with QEC as listed in attachment A and
      in
“serviceable” condition, without engine stand, along with all engine records,
      manuals, and data pertaining to the engine that are in the possession of the
      Seller on the date of Delivery.

    


    
      	
              1.3

            	
              Equipment
                Purchase Price

            


    

    


    The
      price
      for the Equipment, as provided in Section 2.2. below. 

     

    
      	
              1.4

            	
              Equipment
                Bill of Sale

            


    

    


    A
      Bill of
      Sale conveying title to the Equipment shall be in the form attached as Exhibit
      A.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              1.5

            	
              Equipment
                Acceptance Receipt

            


    

    


    A
      Equipment Acceptance Receipt evidencing Buyer’s acceptance of the Equipment
      shall be in the form attached as Exhibit B.

    


    
      	
              1.6

            	
              Warranties

            


    

    


    The
      warranties provided by Seller to Buyer are described in Section 4
      below.

    


    
      	
              2.

            	
              PURCHASE
                OF EQUIPMENT

            


    

    


    
      	
              2.1

            	
              Purchase
                of Equipment

            


    

    


    Seller
      agrees to sell the Equipment to Buyer and Buyer agrees to purchase the Equipment
      from Seller pursuant to the terms and subject to the conditions set forth in
      this Agreement.

    


    
      	
              2.2

            	
              Purchase
                Price

            


    

    


    Buyer
      shall pay Seller for the Equipment the sum of USD $3,150,000.00 (three million
      one hundred fifty thousand dollars) (the “Purchase Price”) in accordance with
      section 2.3 below. 

    


    
      	2.3	
              Payment
                for Equipment

            


    

    


    All
      payments hereunder to Seller will be in immediately available funds within
      two
      business days of execution of this Agreement. Buyer shall send funds to Seller
      in accordance with the following wiring instructions:

    


    Kellstrom
      Commercial Aerospace, Inc.  

    Bank
      - JP
      Morgan Chase

    Routing/ABA#
      021000021

    Account
      #
      114-731829 

    


    
      	
              3.

            	
              DELIVERY,
                TITLE & RISK OF LOSS

            


    

    


    
      	
              3.1

            	
              Delivery

            


    

    


    Seller
      agrees to deliver the Equipment to Jet Turbine Services, Inc’s Florida location
      on behalf of Buyer. Terms of delivery shall be FOB-Jet Turbine Services, Inc’s
      Florida location (the “Delivery Point”), pursuant to the procedure set forth in
      Section 3.2 on or before October 10, 2006 (the “Delivery Date”). 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              3.2

            	
              Delivery
                Procedure

            


    

    


    On
      the
      Delivery Date:

    


    a) Buyer
      shall execute and deliver to Seller the Acceptance Receipt for the Equipment
      and
      shall pay the Purchase Price as set forth in Section 2.2 and Section 2.3
      hereof.

    


    b) Seller
      shall execute and deliver to Buyer the Bill of Sale for the
      Equipment.

     

    
      	
              3.3

            	
              Risk
                of Loss

            


    

    


    Title
      to
      and risk of loss, damage and destruction of the Equipment shall transfer from
      Seller to Buyer upon Delivery of the Equipment to Buyer at Delivery Point as
      set
      forth in Section 3.1. If the Equipment is damaged in any way after Buyer takes
      Delivery at the Delivery Point, and if said damage in any way impacts the
      performance of said Equipment, then Final Acceptance, as defined in 4(c) below,
      shall be deemed to have been successfully completed.

    


    
      	
              4.

            	
              WARRANTIES

            


    

    


    Seller
      hereby warrants to Buyer that:

    


    
      	
              a)

            	
              At
                the time Seller tenders the Equipment to Buyer at the Delivery Point,
                Seller shall have full legal and beneficial title to the Equipment,
                free
                and clear of any and all security interests, liens, claims, charges
                or
                encumbrances of any nature whatsoever, together with full power and
                lawful
                authority to deliver the Equipment to Buyer; and upon delivery of
                the
                Equipment Bill of Sale to Buyer in accordance with Section 3.2 above,
                Seller shall have transferred good and marketable title to the Equipment
                to Buyer.

            


    

    


    
      	
              b)

            	
              Seller
                hereby assigns to Buyer any and all existing assignable warranties,
                service life policies and patent indemnities of manufacturers of
                components of the Equipment; and upon the request of Buyer, Seller
                shall
                give Buyer reasonable assistance in enforcing the rights of Buyer
                arising
                as a result of this Agreement but Buyer shall reimburse Seller for
                the
                actual and reasonable costs and expenses incurred by Seller in rendering
                such assistance; and, from time to time, upon the request of Buyer,
                Seller
                shall give notice (with copies to Buyer) to any such manufacturers
                of the
                assignment of such warranties, service life policies and patent
                indemnities to Buyer.

            


    

    


    
      	
              c)

            	
              Kellstrom
                warrants that at Closing, the Engine will start and run per basic
                GE
                specifications, producing 22.5 MW of power adjusted to ISO conditions,
                and
                will run within all vibration parameters. Notwithstanding anything
                to the
                contrary herein, upon Buyer providing Final Acceptance to Seller
                in
                accordance with the terms and conditions herein, the obligations
                under
                this warranty section 4(c) shall be considered to have been fully
                complied
                with, and Seller shall be relieved of any further warranty obligations
                under this section 4(c). For purposes of this Agreement, “Final
                Acceptance” shall occur upon Buyer’s initial start-up and running of the
                Engine following installation at its plant. To the extent that the
                Engine
                either does not produce 22.5 MW of power adjusted to ISO conditions,
                or
                does not run within all vibration parameters then the Purchase Price
                shall
                be adjusted. The Parties agree to mutually negotiate in good faith
                to
                reach a settlement on the amount of the Purchase Price adjustment.
                In no
                case, shall the Purchase Price adjustment be in excess of ten percent
                (10%) of the Purchase Price. Upon reaching agreement on the Purchase
                Price
                adjustment (if any), Seller shall pay to Buyer, in immediately available
                funds, the amount of such Purchase Price
                adjustment.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              d)

            	
              EXCEPT
                AS OTHERWISE STATED HEREIN, THE EQUIPMENT, INCLUDING THE COMPONENT
                PARTS
                THEREOF, BEING SOLD BY SELLER TO BUYER WILL BE SOLD “AS IS” AND SELLER
                MAKES NO WARRANTIES, GUARANTEES OR REPRESENTATION OF ANY KIND, EITHER
                EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, THAT SHALL SURVIVE DELIVERY
                AS
                TO THE EQUIPMENT AND THE COMPONENT PARTS THEREOF, INCLUDING BUT NOT
                LIMITED TO THE CONDITION OR AIRWORTHINESS THEREFORE; AND BUYER HEREBY
                WAIVES ALL OTHER WARRANTIES, REMEDIES OR LIABILITIES, EXPRESS OR
                IMPLIED,
                ARISING BY LAW OR OTHERWISE, AND SELLER SHALL HAVE NO LIABILITY TO
                BUYER
                WITH RESPECT TO FITNESS FOR ANY INTENDED PURPOSE OR MERCHANTABILITY,
                ANY
                OBLIGATION OF SELLER ARISING FROM TORT OR STRICT PRODUCTS LIABILITY
                CLAIMS, OR FOR LOSS OF USE REVENUE OR PROFIT, OR FOR INCIDENTAL OR
                CONSEQUENTIAL DAMAGES, OR FOR ANY EXPENSE DIRECTLY OR INDIRECTLY
                ARISING
                FROM THIS TRANSACTION AND THE USE OF THE EQUIPMENT EITHER SEPARATELY
                OR IN
                COMBINATION WITH OTHER PARTS OR APPARATUS OR FROM ANY OTHER
                CAUSE.

            


    

    


    
      	
              e)

            	
              Seller
                makes no representation as to what use or application may be made
                of the
                Equipment in the condition in which the Equipment is delivered. Further
                Seller makes no representation as to whether the Equipment complies
                with,
                or is capable of being modified so as to comply with, any present
                or
                future environmental restrictions or requirements imposed by any
                governmental entity, including, but not limited to, requirements
                with
                respect to noise abatement and emission control. Buyer shall have
                the
                responsibility of obtaining whatever certifications, waivers or exemptions
                are necessary from applicable government agencies for projected uses
                or
                applications of the Equipment.

            


    

    


    


    
      	
              5.

            	
              INSPECTION
                AND ACCEPTANCE BY BUYER

            


    

    


    Prior
      to
      Delivery of the Equipment, Buyer will have the right to review the Equipment
      records and to inspect Equipment at its present location.

    


    
      	
              6.

            	
              INDEMNIFICATION

            


    

    


    Buyer
      assumes liability for, and hereby agrees to indemnify, protect, save and keep
      harmless Seller and its directors, officers, and employees (“Seller Indemnified
      Parties”) from and against any and all third party liabilities, obligations,
      losses, damages, penalties, claims (including, without limitation, claims
      involving strict or absolute liability in tort), actions, suits, costs, expenses
      and disbursements, including, without limitation, legal fees and expenses
      arising out of and in connection with this indemnity of any kind and nature
      whatsoever (individually and collectively, “Claims”) which may be imposed on,
      incurred by or asserted against Seller or arising out of the non-performance
      by
      Buyer of its indemnity obligations hereunder or from and after the transfer
      of
      the title of the Equipment to Buyer out of the acceptance, ownership, delivery,
      possession, use, operations, maintenance, repair function, registration, sales,
      return, storage, or other disposition of the Equipment or any accident in
      connection therewith (including, without limitation, latent and other defects,
      whether or not discoverable); provided, however, that Buyer shall not be
      required to indemnify Seller or its assigns for any claim resulting from acts
      which would constitute Seller’s willful misconduct or gross
      negligence.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Seller
      assumes liability for, and hereby agrees to indemnify, protect, save and keep
      harmless Buyer and its directors, officers, and employees (“Buyer Indemnified
      Parties”) from and against any and all third party liabilities, obligations,
      losses, damages, penalties, claims (including, without limitation, claims
      involving strict or absolute liability in tort), actions, suits, costs, expenses
      and disbursements, including, without limitation, legal fees and expenses
      arising out of and in connection with this indemnity of any kind and nature
      whatsoever (individually and collectively, “Claims”) which may be imposed on,
      incurred by or asserted against Buyer or arising out of the non-performance
      by
      Seller of its indemnity obligations hereunder or before the transfer of the
      title of the Equipment to Buyer out of the acceptance, ownership, delivery,
      possession, use, operations, maintenance, repair function, registration, sales,
      return, storage, or other disposition of the Equipment or any accident in
      connection therewith (including, without limitation, latent and other defects,
      whether or not discoverable); provided, however, that Seller shall not be
      required to indemnify Buyer or its assigns for any claim resulting from acts
      which would constitute Buyer’s willful misconduct or gross
      negligence.

    


    
      	
              7.

            	
              TAXES

            


    

    


    
      	
              7.1

            	
              Payment
                of Taxes by Buyer

            


    

    


    
      	
              a)

            	
              Any
                and all taxes, excises, duties and assessments whatsoever (except
                taxes
                levied or assessed against Seller, on, based upon, or measured by,
                gross
                or net income, including any capital gains tax, minimum tax, or tax
                measured by or on any items of tax preference or taxes imposed upon
                the
                privilege of doing business or exercising a franchise, or taxes on,
                based
                on or measured by Seller’s capital or net worth) arising out of the sale
                and delivery of the Equipment, and the use, operation and disposition
                of
                same thereafter in any manner levied, assessed or imposed by any
                government or subdivision or agency thereof having jurisdiction shall
                be
                the sole responsibility and liability of Buyer, except to the extent
                imposed as a result of the negligence or willful misconduct of Seller
                or
                the failure of Seller to properly claim any available exceptions,
                make any
                available exemptions or file when due any returns or other
                forms.

            


    

    


    
      	
              b)

            	
              If
                claim is made against Seller for any taxes, excises, duties or assessments
                described in Section 7.1(a) above, Seller shall promptly notify Buyer
                in
                writing. Following receipt of such notice or upon receipt of any
                claim
                made by a taxing authority against Buyer directly, Buyer shall promptly
                      pay and discharge when due, unless the imposition, validity,
                application,
                or amount thereof is being contested by Buyer in good faith, and
                all
                taxes, excises, duties and assessments, together with interest and
                penalties thereon, if any, the responsibility and liability for which
                is
                assumed by Buyer pursuant to the provisions of Section 7.1(a) above.
                Buyer
                shall have the right, at its sole cost and expense, to contest the
                imposition, validity, application, or amount of any taxes, excises,
                duties
                and assessments for which it is obligated hereunder, and to the extent
                permitted by law, withhold payment during pendency of such contest,
                and
                upon the written request and at the expense of Buyer, Seller shall
                utilize
                its best efforts to assist Buyer in contesting the imposition, validity,
                application or amount of any such tax, excise, duty, assessment or
                penalty. If Buyer is not permitted by law to contest such taxes,
                excises,
                duties and assessments, in its own name, Seller agrees to contest
                the
                imposition, validity, application or amount of such claim upon the
                written
                request and expense of Buyer. In the event Seller shall receive a
                refund
                of all or any part of such tax, excise, duty or assessment (including
                interest and penalties, if any, in connection therewith) the amount
                thereof shall be paid to Buyer to the extent of the sum of the amount
                of
                such tax, excise, duty, assessment or penalty previously paid by
                Buyer,
                any interest received with respect to the refund of such amount,
                any
                expenses associated with contesting the imposition, validity, application
                or amount thereof, to the extent not previously reimbursed by Buyer
                to
                Seller, and any other amounts due from Seller to Buyer pursuant to
                Section
                7.1. Seller shall pay to Buyer an amount equal to the net savings
                realized
                by Seller, by reason of deductions, credits, allocations or allowances,
                as
                a result of any tax, excise, duty, assessment, interest or penalty
                paid by
                Buyer pursuant to this Section 7.1.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              7.2

            	
              Sales
                Tax Certificates

            


    

    


    Buyer
      hereby agrees to furnish Seller with such documents and certificates as Seller
      may reasonably request in connection with any claims for exemption from the
      payment of such taxes, excises, duties and assessments.

    


    
      	
              8.

            	
              EXCUSABLE
                DELAY

            


    

    


    
      	8.1	
              Delay
                

            


    

    


    Neither
      Seller nor Buyer shall be responsible to the other for any delay (“Excusable
      Delay”) in the performance of its duties under this Agreement due to any cause
      beyond its reasonable control and not occasioned by its intentional act, fault
      or negligence including, but not limited to: acts of God, strikes, lockout
      or
      other industrial disturbances, acts of public enemies, orders of any kind of
      the
      government of the United States or any state or local government or any of
      their
      departments, agencies or officials, or any civil or military authority,
      insurrections, riots, earthquake, fire storm, restraint of government and
      people, civil disturbances, or explosions. In the event that a delay under
      this
      section 8.1 causes a delay of more than ten (10) days the Delivery Date, then
      Buyer shall have the right to terminate this Agreement for convenience and
      the
      Escrow Agent shall release the Purchase Price to the Buyer upon receipt of
      such
      notice. Upon termination of this Agreement for convenience, this Agreement
      shall
      be terminated and neither party shall have any further recourse to the
      other.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              8.2

            	
              Notice
                of Excusable Delay

            


    

    


    Either
      Seller or Buyer shall promptly notify the other when it anticipates that an
      Excusable Delay has occurred or is likely to be incurred and in each case
      specify to the extent practicable the estimated extent of such
      delay.

    


    
      	
              9.

            	
              DEFAULT,
                REMEDIES

            


    

    


    
      	
              9.1

            	
              Events
                of Default

            


    

    


    If
      any
      one of more of the following events of default (herein “Events of Default”)
      shall happen, then this Agreement may at the option of the party not in default
      be terminated:

    


    
      	
              a)

            	
              If
                either party shall default in the due and punctual payment of any
                sum due
                to the other which default shall not be cured within two (2) business
                days
                after receipt of notice;

            


    

    


    
      	b)	
              If
                either party shall default in the performance of any of the material
                provisions contained in the Agreement, which default shall continue
                for
                five (5) business days after written notice of default to the defaulting
                party;

            


    

    


    
      	
              c)

            	
              If
                any representation or warranty made by either party herein or made
                in any
                statement or certificate furnished or required hereunder, or in connection
                with the execution and delivery of this Agreement, proves untrue
                in any
                material respect as of the date of issuance or making
                hereof.

            


    

    


    
      	
              9.2

            	
              Remedies

            


    

    


    
      	
              a)

            	
              Upon
                the occurrence of an Event of Default by Seller, Buyer may demand
                the
                immediate return of any moneys paid by Buyer to Seller under section
                2.3
                above as of the date of the Event of
                Default.

            


    

    


    
      	
              b)

            	
              Upon
                the occurrence of an Event of Default by Buyer, Seller may be entitled
                to
                retain any moneys paid by Buyer to Seller under section 2.3 above
                for
                purposes of applying the same against Seller’s damages arising from the
                default by Buyer. Seller’s retention of such sums shall not limit or
                impair Seller’s rights, which Seller may have as a result of Buyer’s
                default, nor constitute an election of remedies by
                Seller.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              10.

            	
              MISCELLANEOUS

            


    

    


    
      	
              10.1

            	
              Notices

            


    

    


    Any
      and
      all notices given, or required to be given, hereunder shall be in writing and
      shall be deemed to have been adequately given when received by the party to
      whom
      such notice is being given. Notices shall be addressed if to:

    


    Seller
      to: 

    


    Kellstrom
      Commercial Aerospace, Inc.

    Attn:
      Todd Jensen

    3701
      Flamingo Road

    Miramar,
      Florida 33027

    


    Buyer
      to:


    


    Martin
      V.
      Quinn, CPA

    President
      and Chief Operating Officer

    MMC
      Energy, Inc.

    26
      Broadway, Suite 907

    New
      York,
      NY 10004

    


    
      	10.2	
              Exhibits

            


    

    


    All
      Exhibits described in this Agreement shall be deemed to be incorporated and
      made
      a part of this Agreement, except that if there is any inconsistency between
      this
      Agreement and the provisions of any Exhibit, the provisions of Exhibit shall
      control.

    


    
      	10.3	
              Captions

            


    

    


    Caption
      and section headings set forth are for convenience of reference only and shall
      not in any manner be deemed to limit or restrict the context of the section
      to
      which they relate.

    


    
      	10.4	
              Applicable
                Law; Venue

            


    

    


    This
      Agreement is entered into within, and shall be governed by and interpreted
      in
      accordance with the laws of the State of Florida, without application of its
      choice of laws rules. Both Seller and Buyer agree that proper venue for any
      legal proceedings brought in relation to this Agreement shall be in Broward
      County, in the State of Florida, U.S.A.

    


    
      	10.5	
              Entire
                Agreement

            


    

    


    This
      Agreement supersedes all prior understandings, representations, negotiations,
      and correspondence between the parties and constitutes the entire Agreement
      between the parties with respect to the transaction contemplated and shall
      not
      in any manner be supplemented, amended or modified by any course of dealing,
      course of performance or usage of trade or by any other means except by a
      written instrument executed on behalf of the parties by their duly authorized
      officers.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	10.6	
              Confidentiality

            


    

    


    Seller
      and Buyer agree to treat this Agreement and the terms hereof as confidential
      and
      not to, without the prior written consent of the other party hereto, disclose
      the terms hereof to any other Person except (i) to its counsel and accountants
      or other agents or professional advisors in connection with or relating to
      the
      transactions contemplated by this Agreement, (ii) to any court, governmental
      agency or instrumentality or other supervising body requesting such disclosure,
      (iii) to any person as may be required by any government regulation or order
      (including any regulation, request or order of a bank regulatory agency or
      authority), law, statute, regulations, decrees, subpoenas or court orders,
      (iv)
      its directors, officers, employees, affiliates, successors and assigns, (v)
      to
      any banks or other financial institutions in any debt financing by or for the
      benefit of Buyer or (vi) in connection with any enforcement of the terms of
      this
      Agreement.

    


    Seller
      and Buyer shall cause its officers, directors, agents, and employees to comply
      with the foregoing paragraph.

    


    The
      terms
      of this Agreement regarding confidentiality shall continue in full force and
      effect for an indefinite period not withstanding the expiration or termination
      of the Agreement.

    


    
      
        

      

    

    


    EXECUTED
      IN THE COUNTY OF BROWARD, STATE OF FLORIDA:

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      on
      the day and year first above written by their duly authorized
      representatives.

     

    
      	Mmc Mid-Sun, LLC: 	 	Kellstrom Commercial
              Aerospace, Inc. 
	 	 	 	 	 
	 	 	 	 	 
	Sign: 	/s/
              Martin V.
              Quinn 	 	Sign:	/s/
              Oscar
              Torres
	Print:	Martin V. Quinn	 	Print:	Oscar Torres
	Title:	President and COO	 	Title:	CFO


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A

    


    WARRANTY
      BILL OF SALE

    


    


    THIS
      BILL OF SALE is
      made
      as of this ___ day of October, 2006, by Kellstrom
      Commercial Aerospace, Inc.
      (“Seller”) to MMC
      Mid-Sun, LLC
      (“Buyer”), with respect to the following:

    


    
      
        
          	a)	
                  Buyer
                    and Seller are parties to that certain Equipment Purchase Agreement
                    dated
                    October 5, 2006 (the “Purchase Agreement”), for the purchase and sale of
                    that certain aircraft engine more particularly described therein.
                    Each
                    capitalized term not defined herein shall have the respective
                    meaning
                    given to that term in the Purchase
                    Agreement.

                


        

      

    

    


    
      
        
          	b)	
                  By
                    this Bill of Sale, Seller transfers to Buyer any and all of its
                    rights,
                    title and interest in and to the following Equipment and related
                    information:

                


        

      

    

     

    
      	
            	i)	
              One
                LM2500
                Gas Turbine engine, model number: LM2500 PE-MGW, Gas Generator SN:
                691-098, Power Turbine SN: 481-402, excluding the shipping container
                that
                the engine is stored in at Jet Turbine Services, Inc’s Florida
                location.

            


    

     

    
      	
            	ii)	
              All
                engine records, manuals and data pertaining to the engine which were
                in
                the possession of the Seller on the date of Delivery;
                and

            


    

    


    
      	
            	iii)	
              Any
                and all existing assignable warranties, service life policies and
                patent
                indemnities of manufacturers of components of the
                Equipment.

            


    

    


    NOW,
      THEREFORE, for
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Seller hereby absolutely and unconditionally gives, grants,
      bargains, sells, transfers, sets over, assigns and conveys to Buyer, and Buyer
      accepts, the Equipment.

    


    Seller
      represents and warrants that there is hereby conveyed to Buyer good, marketable,
      legal and beneficial title to the Equipment, free and clear of all liens,
      encumbrances and rights of others, of any nature whatsoever, and that the Seller
      shall defend such title against the claims of all others forever.

    


    IN
      WITNESS WHEREOF,
      Seller
      has executed and delivered this Bill of Sale as of the day and year above
      written.

     

    
      	 	 	 
	 	Kellstrom
              Commercial Aerospace, Inc.
	 
 	 
 	 
 
	 	By:  	 
	
              Title:
                

            	
              

            
	 	
              
(“Seller”)


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      B

    


    to
      that
      certain

    


    Equipment
      Purchase Agreement

    


    Between

    


    


    Kellstrom
      Commercial Aerospace, Inc. 

    (“Seller”)

    


    and

    


    MMC
      Mid-Sun, LLC, 

    (“Buyer”)

    


    


    FORM
      OF EQUIPMENT ACCEPTANCE RECEIPT

    


    MMC
      Mid-Sun, LLC.
      (“Buyer”) accepts one: LM2500 Gas Turbine engine, model number: LM2500 PE-MGW,
      Gas Generator SN: 691-098, Power Turbine SN: 481-402, in QEC configuration
      and
      in “serviceable” condition, with engine stand (the “Equipment”) on October __,
      2006 in accordance with the terms of the Equipment Purchase Agreement between
      Buyer and Seller dated October 5, 2006.

     

    
      
        	 	 	 
	 	MMC
                Mid-Sun, LLC,
	 
 	 
 	 
 
	 	By:  	 
	
                Title:
                  

              	
                

              
	 	
                

                (“Buyer”)