***Confidential***





**BUSINESS
      PURCHASE AGREEMENT**


**(SANTA
      MONICA)**




THIS
      BUSINESS PURCHASE AGREEMENT (together with the exhibits and schedules hereto,
      this “ **Agreement** ”)
      is
      entered into as of December 21, 2006 (the “ **Effective
      Date** ”),
      by
      and between DAVID G. PRICE, a resident of the State of California, individually
      and as trustee for the David G. Price 2006 Family Trust dated January 13, 2006
      (“ **Seller
      1** ”),
      DALLAS P. PRICE-VAN BREDA, a resident of the State of California , individually
      and as trustee for the Dallas Price-Van Breda 2006 Family Trust dated May 3,
      2006 (“ **Seller
      2** ”
and
      together with Seller 1, the “ **Prices** ”),
      SUPERMARINE AVIATION, LIMITED, a California corporation (“ **Seller
      3** ”
and
      together with Seller 1 and Seller 2, the “ **Sellers** ”),
      and
      MACQUARIE FBO HOLDINGS LLC, a Delaware limited liability company (“ **Buyer** ”).
      Unless otherwise defined in the Agreement, capitalized terms used in this
      Agreement are defined in **Exhibit “A** .”




**RECITALS**




A.  The
      Prices own directly all of the issued and outstanding shares of capital stock
      of
      each of (i) Aviation Contract Services, Inc., a California corporation
      (“ **ACS** ”),
      (ii)
      Supermarine Investors, Inc., a California corporation (“ **Supermarine
      Investors** ”),
      and
      (iii) Seller 3. The Sellers own directly all of the partnership interests in
      Supermarine of Santa Monica, a California Limited Partnership, a limited
      partnership formed under the laws of the State of California (“ **Supermarine
      of Santa Monica,** ”
each
      of
      ACS, Supermarine Investors and Supermarine of Santa Monica is sometimes referred
      to herein as a “ **Company** ”
and
      collectively as the “ **Companies** ”).




B.  The
      Companies own and operate a fixed base operation at the Santa Monica Municipal
      Airport located in Santa Monica, California (the “ **Facility** ”).
      The
      business operations relating to the Facility are hereinafter referred to as
      the
“ **Business** .”




C.  Seller
      1
      is the Chairman and Chief Executive Officer of American Airports Corporation,
      a
      California corporation (“ **AAC** ”).




D.  Buyer
      desires to acquire from Sellers, and Sellers desire to sell and transfer to
      Buyer, all of the issued and outstanding shares of capital stock of each of
      ACS
      and Supermarine Investors, and all of the partnership interests in Supermarine
      of Santa Monica, in each case on the terms and subject to the conditions set
      forth herein.




E.  Contemporaneously
      with the execution and delivery of this Agreement, Buyer and Seller 1 have
      entered into a separate agreement (the “ **Stewart
      Purchase Agreement** ”),
      pursuant to which Buyer has the right to acquire a fixed base operation owned
      by
      Seller 1 at the Stewart International Airport located in New Windsor, New
      York.




**AGREEMENT**




THEREFORE,
      in consideration of the foregoing and the mutual agreements and covenants set
      forth below, the Parties hereby agree as follows:


-1-


**ARTICLE
      1**




**PURCHASE
      AND SALE OF OWNERSHIP INTERESTS**




1.1  Acquisition .
      Subject
      to the terms and conditions of this Agreement:




(a)  Buyer
      agrees to purchase, and Seller 1 agrees to sell, convey, assign, transfer and
      deliver to Buyer, all of the issued and outstanding shares of capital stock
      of
      ACS registered in Seller 1’s name on the books and records of ACS, all of the
      issued and outstanding shares of capital stock of Supermarine Investors
      registered in Seller 1’s name on the books and records of Supermarine Investors,
      and all of the partnership interests in Supermarine of Santa Monica registered
      in Seller 1’s name on the books and records of Supermarine of Santa Monica;




(b)  Buyer
      agrees to purchase, and Seller 2 agrees to sell, convey, assign, transfer and
      deliver to Buyer, all of the issued and outstanding shares of capital stock
      of
      ACS registered in Seller 2’s name on the books and records of ACS, all of the
      issued and outstanding shares of capital stock of Supermarine Investors
      registered in Seller 2’s name on the books and records of Supermarine Investors,
      and all of the partnership interests in Supermarine of Santa Monica registered
      in Seller 2’s name on the books and records of Supermarine of Santa
      Monica ;
      and




(c)  Buyer
      agrees to cause a direct or indirect subsidiary of Buyer (the “ **Buyer
      Sub** ”)
      to
      purchase, and Seller 3 agrees to sell, convey, assign, transfer and deliver
      to
      the Buyer Sub, all of the partnership interests in Supermarine of Santa Monica
      registered in Seller 3’s name on the books and records of Supermarine of Santa
      Monica;




in
      each
      case free and clear of all Encumbrances, on the Closing Date. The interests
      described in this Section
      1.1 are
      referred to herein as the “ **Ownership
      Interests** .”




1.2  Assignment
      of Ownership Interests .
      The
      sale and transfer of the Ownership Interests will be effected by delivery by
      the
      Sellers to Buyer of such instruments of assignment or transfer as Buyer
      may reasonably request.




**ARTICLE
      2**




**PURCHASE
      PRICE; OTHER CONSIDERATION**




2.1  Purchase
      Price . Subject
      to adjustment as set forth in Section
      2.2 below,
      the aggregate amount to be paid by Buyer at the Closing in consideration for
      the
      Ownership Interests shall be Sixty-Six Million Dollars ($66,000,000) (the **“Purchase
      Price”** ).
      The
      amount of Seven Hundred Fifty Thousand Dollars ($750,000) (the **“Escrow
      Funds”** )
      shall
      be delivered to an escrow account with the Escrow Agent, to be held by the
      Escrow Agent for a period of one (1) year from the Closing Date, pursuant
      to the terms of an escrow agreement substantially in the form attached hereto
      as **Exhibit
      “B”** (the
“ **Escrow
      Agreement** ”)
      and
      the balance of the Purchase Price (the **“Closing
      Funds”** )
      shall
      be delivered to the Sellers in accordance with the allocation set forth on **Exhibit** “ **C** ”
or,
      at
      Sellers’ direction, to any third parties in satisfaction of Funded
      Indebtedness.




-2-


2.2  Adjustment
      to Purchase Price .




(a)  The
      Purchase Price shall be subject to adjustment pursuant to this Section
      2.2 ,
      with
      such adjustment being referred to as the “ **Closing
      Net Working Capital Adjustment.** ”
The
      Closing Net Working Capital Adjustment shall be the positive or negative amount
      by which the Closing Net Working Capital (as defined below) differs from One
      Dollar ($1.00) (the “ **Target
      Closing Net Working Capital** ”),
      provided, however, no adjustment shall be made unless such difference is more
      than Twenty-Five Thousand Dollars ($25,000). If the Closing Net Working Capital
      exceeds the Target Closing Net Working Capital, then the Closing Net Working
      Capital Adjustment shall be positive; and if the Closing Net Working Capital
      is
      less than the Target Closing Net Working Capital, then the Closing Net Working
      Capital Adjustment shall be negative. Sellers shall estimate in good faith
      the
      Closing Net Working Capital, as of the Closing, and deliver such estimate,
      together with an unaudited consolidated balance sheet of the Companies as of
      the
      Closing Date (prepared in a manner consistent with and using all of the same
      accounting principles, practices, methodologies and policies used in the
      preparation of the “Unaudited 2006 Statements” (defined below) and the example
      set forth on Schedule
      2.2(a) (the
“ **Accounting
      Principles** ”))
      to
      Buyer no later than two (2) Business Days before the Closing Date. If the
      difference between such estimate and the Target Closing Net Working Capital
      is
      more than Twenty-Five Thousand Dollars ($25,000), then the full amount of such
      difference shall be added to or deducted from, as the case may be, the Closing
      Funds. Any such adjustment is referred to herein as the “ **Estimated
      Net Working Capital Adjustment.** ”
The
      Closing Net Working Capital shall be finally determined in accordance with Section
      2.2(b) and (e) .




(b)  Promptly
      after the Closing, the Sellers shall cause to be prepared a consolidated balance
      sheet of the Companies as of the Closing Date (the “ **Closing
      Date Balance Sheet** ”).
      The
      Closing Date Balance Sheet shall be prepared in accordance with the Accounting
      Principles. The
      Parties acknowledge that the sole purpose for determining Closing Net Working
      Capital is to adjust the Purchase Price so as to reflect the difference, if
      any,
      between the actual net working capital of the Companies as of the Closing Date
      and the Target Closing
      Net Working Capital . For
      purposes of this Agreement, “ **Closing
      Net Working Capital** ”
shall
      mean the
      Companies’ current assets minus current liabilities, calculated in a manner
      consistent with and using all of the Accounting Principles, as of the Effective
      Time. On
      the
      Closing Date, the Companies shall, on an aggregate basis, have a cash balance
      of
      at least One Hundred Thousand Dollars ($100,000). Subject to the requirements
      of
      the previous sentence, nothing contained in this Agreement, including the
      provisions of Article 2 and Article 5 ,
      shall
      prohibit the Companies from distributing cash on hand from time to time from
      and
      after the date hereof to Closing.




(c)  The
      Sellers shall provide to Buyer, within sixty (60) days after Closing, (i) a
      copy
      of the Closing Date Balance Sheet, and (ii) a calculation of (A) the actual
      Closing Net Working Capital Adjustment (“ **Actual
      Net Working Capital Adjustment** ”);
      (B)
      the amount, if any, by which the Estimated Net Working Capital Adjustment is
      less than the Actual Net Working Capital Adjustment (an “ **Adjustment
      in Favor of Sellers** ”);
      and
      (C) the amount, if any, by which the Estimated Net Working Capital Adjustment
      is
      greater than the Actual Net Working Capital Adjustment (an “ **Adjustment
      in Favor of Buyer** ”)
      (such
      materials, the “ **Sellers
      Adjustment Notice** ”).




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(d)  The
      Sellers shall allow Buyer and its representatives access at all reasonable
      times
      to the Companies’ personnel, properties, books and records, schedules and
      calculations relating to the Closing Date Balance Sheet and the Actual Net
      Working Capital Adjustment for the purpose of reviewing the Sellers Adjustment
      Notice and the Closing Date Balance Sheet and confirming the accuracy of the
      preparation thereof. In the event that Buyer provides notice (“ **Buyer
      Objection Notice** ”)
      to the
      Sellers no later than sixty (60) days after receipt of the Sellers Adjustment
      Notice that Buyer disputes the Sellers’ determination of the Actual Net Working
      Capital Adjustment, the Adjustment in Favor of Sellers or the Adjustment in
      Favor of Buyer, the Sellers and Buyer shall then meet and negotiate in good
      faith to resolve such dispute, such negotiation to begin as soon as practicable
      (but in any case, no later than thirty (30) days) after the Sellers’ receipt of
      the Buyer Objection Notice; provided, that, either (i) Buyer shall promptly
      pay
      any amount of an Adjustment in Favor of Sellers that is not in dispute, or
      (ii)
      the Sellers shall promptly pay any amount of an Adjustment in Favor of Buyer
      that is not in dispute.




(e)  In
      the
      event that Buyer and the Sellers are not able to resolve such dispute within
      forty-five (45) days after the date on which Buyer provides the Sellers with
      the
      Buyer Objection Notice, then either the Sellers or Buyer may refer the issues
      in
      dispute to a neutral mutually acceptable independent accounting firm for
      resolution (the “ **Referee** ”).
      The
      decision of such issues by the Referee shall be final and binding on the
      Parties. The Parties shall submit their positions on the dispute to the Referee
      within thirty (30) days after referral, and shall direct the Referee to decide
      the dispute within fifteen (15) days after submission to it. The fees and
      expenses of the Referee shall be paid one-half by Buyer and one-half by the
      Sellers. Buyer and the Sellers shall direct the Referee to promptly provide
      invoices of all such fees and expenses directly to the Sellers and
      Buyer.




(f)  After
      final determination, either (i) Buyer shall pay to the Sellers, in accordance
      with the allocations set forth on **Exhibit** “ **C** ,”
the
      amount of any Adjustment in Favor of Sellers, or (ii) the Sellers shall pay
      to
      Buyer any Adjustment in Favor of Buyer. Any such payment is hereinafter referred
      to as the “ **Final
      Payment.** ”




(g)  Any
      Final
      Payment shall be made by wire transfer of immediately available funds within
      three (3) Business Days after its final determination in accordance with this Section
      2.2 to
      account(s) specified by Buyer and the Sellers to receive the Final Payment;
      provided, however, that none of Buyer nor the Sellers shall be required to
      make
      any payment by wire transfer in an amount less than One Hundred Thousand Dollars
      ($100,000) and may issue a check written against immediately available funds
      in
      lieu of a wire transfer for such payment.




2.3  Withholding . Buyer
      shall be entitled to deduct and withhold from the consideration otherwise
      payable pursuant to this Agreement to any holder of Ownership
      Interests  such
      amounts as Buyer or its agent are required to deduct and withhold under the
      Code, or any provision of state, local, provincial or foreign Tax Law, or
      pursuant to other applicable judgments, decrees, injunctions or orders, with
      respect to the making of such payment. To the extent that amounts are so
      withheld by Buyer or its agent ,
      and are
      paid to the appropriate governmental authority ,
      such
      withheld amounts shall be treated for all purposes of this Agreement as having
      been paid to the holder of Ownership Interests in respect of whom such deduction
      and withholding was made by Buyer or its agent.


-4-


2.4  Transaction
      Taxes .
      Each
      Party shall pay all transfer, registration, stamp, documentary, recording and
      similar taxes, if any, that become due and payable by such Party under
      applicable Laws in connection with the transactions contemplated by this
      Agreement, including the assignment or transfer of the Ownership Interests
      for
      the Purchase Price, and each Party shall, at his, her or its own expense, file
      all
      necessary Tax Returns and other documentation with respect to all such Taxes
      and
      fees and, if required by applicable Law, each other Party will execute and
      deliver, and will cause his, her or its Affiliates to join in the execution
      and
      delivery of, any such Tax Returns and other documentation.




**ARTICLE
      3**




**SELLERS’
      REPRESENTATIONS AND WARRANTIES**




For
      the
      purposes of this Agreement, the phrase “ **to
      the best of Sellers’ knowledge** ”
or
      words of similar import shall mean the actual knowledge of the individuals
      listed on **Exhibit
      “D”** hereto
      as well as the knowledge of any of such individuals with respect to a particular
      matter if a prudent individual would be expected to discover or otherwise become
      aware of it after reasonable inquiry. Subject to the foregoing and as an
      inducement to Buyer to enter into this Agreement, Seller 1, severally, and
      solely with respect to Sections
      3.2, 3.5, 3.9 and 3.16 ,
      Seller
      1 and Seller 2, jointly and severally, represent and warrant to Buyer that
      as of
      the date hereof and as of the Closing:




3.1  Organization .
      Each of
      ACS and Supermarine Investors is a corporation duly organized, validly existing
      and in good standing under the Laws of the State of California. Supermarine
      of
      Santa Monica is a limited partnership duly formed, validly existing and in
      good
      standing under the Laws of the State of California. None of the Companies has
      any Subsidiaries. The
      Companies have all requisite power and authority to own and operate the Business
      as conducted as of the date hereof, and to own, operate and lease the properties
      and assets owned, operated or leased by the Companies and used in the Business.
      None of the Companies is required to be licensed or qualified to do business
      in
      any jurisdictions other than the State of California. Attached to **Schedule
      3.1(i)** are
      complete and correct copies of the Charter Documents for the Companies as
      currently in effect. The officers and directors of each of the Companies are
      listed on **Schedule
      3.1(ii)** .




3.2  Power
      and Authority .
      Each of
      the Prices, individually and in his or her capacity as a trustee of the David
      G.
      Price 2006 Family Trust and the Dallas Price-Van Breda 2006 Family Trust,
      respectively, and Seller 3 has full power and authority to own the Ownership
      Interests owned by him, her or it, to execute and deliver this Agreement and
      the
      Transaction Documents to which he, she or it is a party, and to perform his,
      her
      or its obligations hereunder or thereunder.




-5-


3.3  Authorization;
      No Breach .
      The
      execution, delivery and performance of this Agreement has been, and the
      execution, delivery and performance of the Transaction Documents to which each
      Seller is a party as of the Closing will have been, duly and validly authorized
      by each Seller, and this Agreement constitutes, and each of the Transaction
      Documents to which the Sellers are a party as of the Closing will constitute,
      a
      valid and binding obligation of such Seller, enforceable against such Seller
      in
      accordance with their respective terms (except as may be limited by bankruptcy,
      insolvency, reorganization and other similar laws and equitable principles
      relating to or limiting creditors’ rights generally). The execution, delivery
      and performance of this Agreement and the Transaction Documents, and the
      consummation of the transactions hereunder and thereunder, will not, except
      as
      set forth on **Schedule
      3.3(a)** ,
      (a) violate, conflict with, result in a breach or constitute a default, or
      give rise to any right of amendment, termination, cancellation or acceleration
      (with or without due notice or lapse of time, or both), under the Charter
      Documents of any Company, the David G. Price 2006 Family Trust, the Dallas
      Price-Van Breda 2006 Family Trust or Seller 3, any Law to which any Seller
      is
      subject or any agreement to which any Company is a party or to which it or
      its
      assets are otherwise bound (including the Material Contracts), or
      (b) require any authorization, notice, consent or approval of, or action or
      filing with, any Person. Except
      as set forth on **Schedule 3.3(b)** ,
      no
      consent, approval, order or authorization of or registration, declaration,
      notice or filing with or exemption by any court, administrative agency or
      commission or other governmental authority or instrumentality, whether local,
      domestic or foreign is required by or with respect to any Seller or any Company
      in connection with the execution and delivery of this Agreement and the
      Transaction Documents by the Sellers, or the consummation of the transactions
      contemplated hereby or thereby.




3.4  Absence
      of Undisclosed Liabilities .




(a)  Other
      than as disclosed on the Liabilities Schedule, **Schedule
      3.4(a)** ,
      the
      Companies do not have any liabilities or obligations of any nature whatsoever,
      whether accrued or absolute, contingent or otherwise, and whether due or to
      become due, except (i) liabilities and obligations that arise in the
      ordinary course of business, consistent with past practices, under contracts
      described on the Leases Schedule and the Contracts Schedule and under contracts
      not required to be described on the Contracts Schedule (other than through
      any
      breach or default by any Company), (ii) liabilities and obligations
      reflected in the Financial Statements, and (iii) liabilities and
      obligations of the Companies that have arisen after the date of the Financial
      Statements in the ordinary course of business, consistent with past practices
      (other than through any breach or default by any Company) that do not exceed
      Fifty Thousand Dollars ($50,000) in the aggregate.




(b)  Except
      as
      set forth on **Schedule
      3.4(b)** ,
      the
      Companies do not have any Funded Indebtedness. As of the Closing Date, the
      Companies will not owe money to any other party pursuant to a loan agreement
      or
      promissory note or otherwise have any Funded Indebtedness.




3.5  Capitalization;
      Ownership .




(a)  The
      authorized capital stock of ACS consists solely of one hundred thousand
      (100,000) shares of common stock, no par value (“ **ACS
      Common Stock** ”),
      of
      which fifty thousand (50,000) shares are issued and outstanding and registered
      to the Prices as reflected on **Schedule
      3.5(a)** .
      The
      Prices are the unconditional and sole legal, beneficial, record and equitable
      owners of the issued and outstanding shares of ACS Common Stock, and have full
      power and authority to sell and transfer such shares free and clear of all
      Encumbrances. The shares of ACS Common Stock owned by the Prices constitute
      all
      of the issued and outstanding equity in ACS. All such shares are duly
      authorized, validly issued, fully paid and non-assessable, and were issued
      in
      conformity with applicable Laws. There are no outstanding warrants, options,
      rights, other securities, agreements, subscriptions, or other commitments,
      arrangements or undertakings pursuant to which ACS, the Prices or any other
      Person is or may become obligated to issue, deliver or sell, or cause to be
      issued, delivered or sold, any additional equity interests or other securities
      of ACS.




-6-


(b)  The
      authorized capital stock of Supermarine Investors consists solely of ten
      thousand (10,000) shares of common stock, no par value (“ **SI
      Common Stock** ”),
      of
      which one thousand (1,000) shares are issued and outstanding and registered
      to
      the Prices as reflected on **Schedule
      3.5(b)** .
      The
      Prices are the unconditional and sole legal, beneficial, record and equitable
      owners of the issued and outstanding shares of SI Common Stock, and have full
      power and authority to sell and transfer such shares free and clear of all
      Encumbrances. The shares of SI Common Stock owned by the Prices constitute
      all
      of the issued and outstanding equity in Supermarine Investors. All such shares
      are duly authorized, validly issued, fully paid and non-assessable, and were
      issued in conformity with applicable Laws. There are no outstanding warrants,
      options, rights, other securities, agreements, subscriptions, or other
      commitments, arrangements or undertakings pursuant to which Supermarine
      Investors, the Prices or any other Person is or may become obligated to issue,
      deliver or sell, or cause to be issued, delivered or sold, any additional equity
      interests or other securities of Supermarine Investors.




(c)  The
      Prices are the unconditional and sole legal, beneficial, record and equitable
      owners of the limited partner interests in Supermarine of Santa Monica (the
      “ **SOSM
      LP Interests** ”),
      and
      have full power and authority to sell and transfer such interests free and
      clear
      of all Encumbrances. Seller 3 is the unconditional and sole legal, beneficial,
      record and equitable owner of the general partner interests in Supermarine
      of
      Santa Monica (the “ **SOSM
      GP Interests** ”).
      The
      SOSM LP Interests and SOSM GP Interests constitute all of the issued and
      outstanding equity in Supermarine of Santa Monica. All such interests are duly
      authorized, validly issued, fully paid and non-assessable, and were issued
      in
      conformity with applicable Laws. There are no outstanding warrants, options,
      rights, other securities, agreements, subscriptions, or other commitments,
      arrangements or undertakings pursuant to which Supermarine of Santa Monica,
      any
      of the Sellers or any other Person is or may become obligated to issue, deliver
      or sell, or cause to be issued, delivered or sold, any additional interests
      or
      other securities of Supermarine of Santa Monica.




3.6  Financial
      Statements .




(a)  Attached
      to **Schedule
      3.6(a)** hereto
      are the (a) unaudited financial statements for each of the Companies for the
      year ended December 31, 2005 (the “ **Unaudited
      2005 Statements** ”),
      and
      (b) unaudited financial statements for each of the Companies for the nine
      (9)-month period ended September 30, 2006 (the “ **Unaudited
      2006 Statements** ”
and
      collectively with the Unaudited 2005 Statements, the “ **Unaudited
      Financial Statements** ”).
      The
      Unaudited Financial Statements have been prepared in accordance with the books
      and records of the Companies and consistent with past practices. The Unaudited
      Financial Statements fairly present the financial condition and results of
      operation of the Business for the period ended December 31, 2005 and for the
      nine (9)-month period ending September 30, 2006, as the case may be.




-7-


(b)  On
      or
      prior to Closing, Sellers will have delivered to Buyer (i) combined financial
      statements for the Companies and Supermarine of Stewart, LLC, a Delaware limited
      liability company wholly owned by Seller 1, audited by Lesley, Thomas, Schwarz
      & Postma, Inc., for the period ended December 31, 2005 (the “ **Audited
      Statements** ”),
      and
      (ii) unaudited financial statements for each of the Companies for each month-end
      that has occurred since, or will occur after, September 30, 2006, and prior
      to
      the Closing Date (the “ **Interim
      Unaudited Statements** ”
and
      collectively with the Unaudited Financial Statements and the Audited Statements,
      the “ **Financial
      Statements** ”).
      The
      Audited Statements and the Interim Unaudited Statements will be prepared in
      accordance with the books and records of the Companies and consistent with
      past
      practices. The Audited Statements will have been prepared in accordance with
      GAAP consistently applied throughout the period involved and fairly present
      the
      financial condition and results of operation of the Business for the period
      ended December 31, 2005. The Interim Unaudited Statements will fairly present
      the financial condition and results of operation of the Business for the period
      then ending. The Audited Statements and the Interim Unaudited Statements will
      be
      attached to **Schedule
      3.6(b)(ii)** hereto.




(c)  Except
      as
      set forth on **Schedule 3.6(c)** ,
      the
      Companies’ accounts receivable arose, and all accounts receivable that will be
      outstanding as of the Closing Date shall have arisen, from bona fide
      transactions in the ordinary course of business. The reserves for accounts
      receivables set forth in the Financial Statements have been established
      consistently with the Companies’ historical accounting practices.




3.7  Absence
      of Certain Changes or Events .
      Since
      December 31, 2005, and except as disclosed in **Schedule
      3.7** ,
      the
      Business has been operated in the ordinary course and there has not been
      any:




(a)  sale,
      assignment or transfer, other than in the ordinary course of business and
      consistent with past practices, of any assets of any Company;




(b)  acquisition
      by merger, consolidation with, purchase of substantially all of the assets
      or
      capital stock of, or any other acquisition of any material assets or business
      of, any corporation, partnership, association or other business organization
      or
      division thereof;




(c)  change
      in
      accounting methods or practices by any Company;




-8-


(d)  termination
      of, or any amendment or modification to, any Material Contract or Permit, in
      any
      case that is adverse in any material respect to any Company, or entry into
      any
      material borrowing, capital contribution or capital financing
      transaction;




(e)  increase
      in salary, bonuses or other compensation payable or to become payable to any
      officer or employee of any Company, except in the ordinary course of business,
      consistent with past practices, and none of the Companies has (i) entered into
      any Benefit Plan or Benefit Agreement, employment, severance, or other
      agreements relating to compensation or fringe benefits, (ii) adopted or changed
      any existing Benefit Plan or Benefit Arrangement or (iii) advanced or loaned
      any
      money to any officer or employee;




(f)  strike,
      walkout, labor trouble or threat thereof, or any other new or continued event,
      development or condition of any character with respect to the employees engaged
      in the Business which has affected or could reasonably be expected to affect
      materially and adversely the Business;




(g)  cancellation
      or waiver of any right material to the operation of the Business or any
      cancellation or waiver of any debts or claims of substantial value or any
      cancellation or waiver of any debts or claims against any officer, manager
      or
      employee of any Company;




(h)  payment,
      discharge or satisfaction of any liability or obligation (whether accrued,
      absolute, contingent or otherwise), other than the scheduled payment, discharge
      or satisfaction, in the ordinary course of business, of liabilities or
      obligations shown or reflected on the Financial Statements or incurred in the
      ordinary course of business since December 31, 2005;




(i)  deferral
      of any capital expenditure or capital improvements that is reasonably required
      for the operation of the Business;




(j)  adverse
      change, or, to the best of Sellers’ knowledge, threat of any adverse change, in
      any Company’s relations with, or any loss, or, to the best of Sellers’
knowledge, threat of loss of, any Company’s landlords, suppliers, clients or
      customers which, individually or in the aggregate, has been or could reasonably
      be expected to be materially adverse to the Companies;




(k)  write-offs
      as uncollectible of any notes owed to any Company or accounts receivable of
      any
      Company or write-downs of the value of any asset or inventory by any Company
      other than in immaterial amounts or in the ordinary course of business
      consistent with past practice and at a rate no greater than the rate applicable
      during the twelve (12) months ended on December 31, 2005;




(l)  creation,
      incurrence, assumption or guarantee by any Company of any material obligations
      or liabilities (whether absolute, accrued, contingent or otherwise and whether
      due or to become due), except in the ordinary course of business, or any
      creation, incurrence, assumption or guarantee by any Company of any indebtedness
      for borrowed money;




-9-


(m)  any
      damage, destruction or loss that has affected, or could reasonably be expected
      to affect, materially and adversely the Facility or the Business;




(n)  any
      agreement by any Company or any Seller to do any of the foregoing;
      or




(o)  event
      or
      condition that has had, or could reasonably be expected to have, material
      adverse effect on (a) the business, assets, operations, financial condition
      or liabilities of the Companies or the Business, taken as a whole; (b) the
      ability of any Seller to perform any of his, her or its material obligations
      under any of the Transaction Documents; (c) the rights and remedies of
      Buyer under this Agreement, the other Transaction Documents or any related
      document, instrument or agreement; or (d) the validity of any of the
      Transaction Documents.




3.8  Real
      Property; Personal Property .




(a)  The
      Leases Schedule, **Schedule
      3.8(a)(i)** ,
      lists
      all oral or written leases, including the Ground Lease, subleases, licenses,
      concession agreements or other use or occupancy agreements pursuant to which
      any
      Company leases to or from any other party any real property, including all
      renewals, extensions, modifications or supplements to any of the foregoing
      or
      substitutions for any of the foregoing (each a “ **Lease** ”
and
      collectively, the “ **Leases** ”).
      The
      Leases are in full force and effect, have not been modified, supplemented,
      amended or assigned, and are enforceable by and against each Company that is
      a
      party thereto and all other parties thereto for the periods (terms) listed
      on **Schedule
      3.8(a)(i)** .
      Sellers
      have delivered to Buyer complete and accurate copies of each of the Leases
      (including all amendments, supplements and material correspondence related
      thereto). A complete and accurate copy of the Ground Lease is attached to **Schedule
      3.8(a)(ii)** hereto.
      None of the Sellers nor any Company has (i) received any notice that any Company
      is in default under, or not in compliance with any material provision of, any
      Lease, that any Company may be subject to any special assessments or that there
      may be any material changes in property tax or land use law affecting any such
      Leases, or (ii) delivered any notice to another party alleging any default
      under, or failure to comply with any material provision of, any Lease. To the
      best of Sellers’ knowledge, no event has occurred that, with notice, the passage
      of time or both, would constitute a default by any Company under, or failure
      of
      any Company to comply with a material provision of, any of the Leases, or
      otherwise give any party a right of termination or modification thereof. Each
      Company has timely prepared and, as applicable, filed with the proper third
      parties, all material statements and reports as required by the Leases, and
      each
      such statement or report is correct in all material respects. None of the
      Companies owns any fee interest in any real property.




(b)  (i)  None
      of
      the Sellers nor any Company has received notice of any threatened condemnation
      proceedings, lawsuits or administrative actions relating to any of the real
      property used in the Business or any other matters which do or could reasonably
      be expected to adversely affect the current use, occupancy or value thereof,
      and
      there an no pending or, to the best of Sellers’ knowledge, threatened
      condemnation proceedings, lawsuits or administrative actions relating to any
      of
      the real property used in the Business or any other matters which do or could
      reasonably be expected to adversely affect the current use, occupancy or value
      thereof.




-10-


(ii)  To
      the
      best of Sellers’ knowledge, all facilities, buildings, improvements and other
      structures used in the Business are located on the real property. All present
      uses and operations of such real property and the structures by the Companies
      comply in all material respects with all applicable zoning, land-use, building,
      fire, labor, safety, subdivision and other governmental requirements and all
      deed or other title covenants or restrictions applicable thereto. None of the
      Sellers nor any Company has received any notice or report that any of the leased
      real property or any of the structures used in the Business, or the use,
      occupancy or operation thereof by the Sellers or the Companies, violate any
      governmental requirements or deed or other title, covenants or
      restrictions.




(iii)  The
      Companies have obtained all approvals of governmental authorities (including
      certificates of use and occupancy, licenses and permits) required in connection
      with the construction, ownership, use, occupation and operation of the leased
      real property and the structures thereon used in the Business, and all equipment
      owned or used by any of the Companies. None of the Sellers nor any of the
      Companies has received notice that any of the leased real property or any of
      the
      structures thereon used in the Business is dependent upon or benefit from any
      “non-conforming use” or similar zoning classification.




(iv)  Other
      than in the ordinary course of business, there are no parties other than the
      Companies in possession of any of the leased real property or any portion
      thereof, and, other than in the ordinary course of business, there are no
      leases, subleases, licenses, concessions or other agreements, written or oral,
      granting to any party or parties the right of use or occupancy of any of the
      leased real property or any portion thereof.




(v)  The
      legal
      descriptions for the real property contained in the Leases adequately describe
      the leased real property subject thereto. All structures on the leased real
      property are located within the boundary lines of the leased real property
      and
      no structures, facilities or other improvements on any parcel adjacent to any
      of
      the leased real property encroach onto any of the leased real property. All
      structural, mechanical and other physical systems related to the leased real
      property are in good operating condition and repair, reasonable wear and tear
      excepted, in all material respects.




(vi)  Sellers
      have delivered true, complete and correct copies of any and all geotechnical,
      mechanical, architectural or similar reports, or other documents possessed
      by or
      in the control of any Seller or any Company pertaining to the structural,
      mechanical and other physical systems related to the leased real property.
      Except for such reports or documents, there has been no investigation, study,
      audit, test, review or other analysis (other than environmental reports
      described in Section
      3.16 )
      conducted by, for, or provided to any Seller or any Company in relation to
      the
      Business; and




(vii)  Except
      as
      set forth on **Schedule
      3.8(b)(vii)** ,
      none of
      the Companies is subject to or bound by any obligation or commitment (written
      or
      oral) to make any capital expenditures that exceed One Hundred Thousand Dollars
      ($100,000) individually or in the aggregate.




-11-


(c)  Attached
      hereto as **Schedule
      3.8(c)** is a
      complete and accurate list of all furniture, equipment, leasehold improvements,
      motor vehicles and all other tangible personal property owned or leased by
      each
      Company that such Company has reflected in its books and records in accordance
      with generally accepted accounting principles (the “ **Personal
      Property** ”).




(d)  Each
      Company has good title to its Personal Property, free and clear of any
      Encumbrances except
      as
      set forth on **Schedule
      3.8(d)(i)** .
      Each
      Company has valid titles and registrations for each motor vehicle included
      in
      the Personal Property, copies of which have been delivered to Buyer. Except
      as
      set forth on **Schedule
      3.8(d)(ii)** ,
      the
      Companies own or lease from unrelated third parties all assets and properties,
      and have all operational capabilities, that are used in or necessary to the
      operation of the Business.




3.9  Tax
      Matters .




(a)  Each
      Company has filed (or had filed on its behalf) all Tax Returns required to
      have
      been filed by it or with respect to it i n
      the
      manner prescribed by applicable laws. All such Tax Returns were true, correct
      and complete in all respects. Each Company has timely paid in full (or had
      timely paid in full on its behalf) all Taxes required to have been paid by
      it or
      with respect to it, or which could affect any Seller’s ability to consummate the
      transaction contemplated hereby, whether or not shown as due on such Tax
      Returns. With respect to any Company, none of the Sellers nor any Company has
      received notice of any claim made by a governmental authority in a jurisdiction
      where such Company does not file Tax Returns that it is or may be subject to
      taxation by that jurisdiction. Except as set forth in **Schedule 3.9** ,
      no
      Company has requested or obtained any extension of time within which to file
      any
      Tax Return, which Tax Return has not since been filed. Except as set forth
      in **Schedule 3.9** ,
      there
      are no Encumbrances on any of the Ownership Interests in or assets, rights
      or
      properties of any of the Companies that arose in connection with any failure
      (or
      alleged failure) to pay any Tax other than Encumbrances for Taxes not yet due
      and payable.




(b)  Each
      Company has complied
      in all respects with all applicable laws, rules and regulations relating to
      withholding Taxes, including all information reporting and backup withholding requirements
      (including the maintenance of required records with respect thereto), and has,
      within the time and manner prescribed by law, withheld and paid, when due all
      Taxes from payments made to its employees, agents, contractors, creditors,
      interest holders or other third parties as required by Law.




(c)  There
      is
      no proceeding or audit pending or, to the best of Sellers’ knowledge, threatened
      by any governmental authority with respect to any Taxes or Tax Returns of any
      Company.




(d)  To
      the
      best of Sellers’ knowledge, there are no existing circumstances that, if known
      to governmental authorities, could reasonably be expected to result in the
      assertion of any claim for Taxes against any Company by any governmental
      authority with respect to any period for which Tax Returns have been filed
      or
      Tax is required to have been paid. No Company nor any Affiliate of any Company
      (with respect to such Company) has received a written ruling from a governmental
      authority relating to any Tax or entered into a written agreement with a
      governmental authority relating to any Tax that could have a continuing effect
      with respect to any taxable period for which such Company has not filed a Tax
      Return. No property of any Company is property that such Company or any party
      to
      this transaction is or will be required to treat as being owned by another
      Person pursuant to the provisions of Section 168(f)(8) of the Code (as in effect
      prior to its amendment by the Tax Reform Act of 1986) or is “tax-exempt use
      property” within the meaning of Section 168 of the Code.




-12-


(e)  Except
      as
      set forth in **Schedule 3.9** ,
      none of
      the Companies has waived any statute of limitations for assessment or collection
      with respect to any Tax or Tax Return or agreed to any extension of time with
      respect to a Tax assessment or deficiency, which has continuing
      effect.




(f)  No
      Company is or has been a party to any Tax allocation, Tax sharing or similar
      agreement or arrangement. No Company is or has been a member of a group of
      entities required to file Tax Returns on a combined, consolidated or unitary
      basis. No Company has any liability for the Taxes of any other Person,
      including, without limitation as a result of the application of Treasury
      Regulations Section 1.1502-6 (or any similar provision of state, local or
      foreign law), by contract or as a transferee or successor of such other Person
      by merger or otherwise.




(g)  The
      Sellers have made available to Buyer complete and accurate copies of all of
      the
      following materials related to each Company (during periods ending after January
      1, 2003): (i) all income Tax Returns, (ii) all examination reports relating
      to
      Taxes, (iii) all annual statements of Taxes, (iv) all written rulings received
      from any governmental authority relating to any Tax, and (v) all written
      agreements entered into with any governmental authority relating to any Tax.
      The
      Sellers have made available to Buyer complete and accurate copies of all monthly
      and quarterly statements of Taxes during the period from January 1, 2005 to
      September 30, 2006. To the extent specifically requested by Buyer, the Sellers
      have made available to Buyer: (i) complete and accurate copies of all other
      Tax
      Returns related to the Companies, and (ii) complete and accurate copies of
      all
      documents described in the previous sentence without regard to the period to
      which they relate. **Schedule
      3.9** identifies all Tax Returns that each Company has filed (during periods ending
      after January 1, 2003) and the taxable period covered by each such Tax Return,
      and identifies those Tax Returns or periods that have been audited or are
      currently the subject of an audit by a governmental authority.




(h)  No
      Company (nor, to the best of Sellers’ knowledge, any officer or director of any
      Company) has been a party to or participated in any way in a transaction that
      could be described as a “reportable transaction” within the meaning of Treasury
      Regulation Section 1.6011-4(b) (including without limitation, any “listed
      transaction”) or any confidential corporate Tax shelter within the meaning of
      Treasury Regulation Section 1.6111-2, nor has any Tax item or any Tax strategy
      that has been derived from or related to any such transaction been reflected
      in
      any Tax Return of any Company (or, to the best of Sellers’ knowledge, any Tax
      Return of any officer or director of any Company).




-13-


(i)  Supermarine
      of Santa Monica is and has been treated as a partnership for federal income
      tax
      purposes, and the comparable provisions of any relevant Tax Law in each state
      or
      local jurisdiction in which it conducts business, at all times since its
      inception.




(j)  ACS
      is
      and has been a validly electing S corporation within the meaning of Sections
      1361 and 1362 of the Code, and the comparable provisions of any relevant Tax
      Law
      in each state or local jurisdiction in which it conducts business, at all times
      since its inception.




(k)  No
      taxes
      have ever been or will be for periods through the Closing Date, imposed on
      any
      of the Companies pursuant to Sections 1374 or 1375 of the Code. No
      Company has any potential liability for any Tax under Code sections 1374 or
      1375
      (or any corresponding provisions of state, local or foreign Tax law). No Company has
      (i) acquired assets from another corporation in a transaction in which such
      Company **'** s Tax
      basis
      for the acquired assets was determined, in whole or in part, by reference to
      the
      Tax basis of the acquired assets (or any other property) in the hands of the
      transferor, or (ii) acquired
      the stock of any corporation which is a qualified subchapter S
      subsidiary.




3.10  Contracts
      and Commitments .




(a)  Except
      as
      set forth in the Contracts Schedule, **Schedule
      3.10** ,
      none of
      the Companies is a party to or otherwise bound by any contract or agreement,
      written or oral:




(i)  for
      a
      bonus, pension, profit sharing, retirement, deferred compensation, medical
      or
      life insurance plan, membership purchase or option or any other plans or
      arrangements providing for benefits of any type to employees (either current
      or
      former) of such Company;




(ii)  for
      collective bargaining or with any labor union;




(iii)  for
      the
      borrowing of money or mortgaging, pledging or encumbering any of such Company’s
      assets;




(iv)  for
      the
      lending or investing of funds to or in other persons or entities;




(v)  granting
      any power of attorney (irrevocable or otherwise) to any Person for any purpose
      relating to the Business or such Company’s assets, other than powers of attorney
      given to regulatory authorities in connection with routine qualifications to
      do
      business; or




(vi)  with
      an
      Affiliate of any Seller or such Company (other than such Company’s Charter
      Documents).




-14-


(b)  The
      Contracts Schedule lists each of the Material Contracts. For purposes of this
      Agreement, “ **Material
      Contracts** ”
      includes the following:




(i)  any
      and
      all contracts for the sale of goods or services with a value in excess of (A)
      Fifty Thousand Dollars ($50,000) individually, (B) with respect to any one
      entity, One Hundred Thousand Dollars ($100,000) in the aggregate, or (C) Ten
      Thousand Dollars ($10,000) and which is not terminable without penalty by or
      on
      behalf of any Company on less than ninety (90) days’ notice;




(ii)  any
      and
      all contracts, agreements, licenses, leases (other than the Leases), sales
      and
      purchase orders and other legally binding commitments (x) that obligate any
      Company to pay, assume, guaranty or secure an amount in excess of (A) Fifty
      Thousand Dollars ($50,000) individually, (B) with respect to any one entity,
      One
      Hundred Thousand Dollars ($100,000) in the aggregate, or (C) Ten Thousand
      Dollars ($10,000) and which is not terminable without penalty by or on behalf
      of
      any Company on less than ninety (90) days’ notice or (y) pursuant to which the
      Company buys or sells aviation fuel;




(iii)  any
      and
      all contracts between any Company on the one hand and any Affiliate of such
      Company on the other hand (other than such Company’s Charter
      Documents);




(iv)  any
      and
      all broker, distributor, dealer, representative or agency
      agreements;




(v)  any
      and
      all insurance policies insuring the Business, the Facility or any of the
      Companies’ assets (collectively, the “ **Insurance
      Policies** ”);




(vi)  any
      and
      all employment, non-competition or consulting agreement;




(vii)  each
      contract containing covenants purporting to materially limit the freedom of
      any
      Company to compete in any line of business or in any geographic
      area;




(viii)  each
      contract that is not for the purchase, sale or license of goods or services
      in
      the ordinary course of business consistent with past practice, including any
      factoring agreements;




(ix)  each
      partnership, joint venture or other similar agreement or arrangement to which
      any Company is a party;




(x)  any
      and
      all agreements requiring a loan or advance by any Company; and




(xi)  any
      other
      contract or agreement that is material to the Business or the financial
      condition or results of operations of the Companies.




-15-


(c)  Sellers
      have delivered to Buyer true and complete copies of all written Material
      Contracts, together with all amendments, supplements and material correspondence
      related thereto. The Contracts Schedule includes a description of the material
      terms of each Material Contract that is oral. The Material Contracts are in
      full
      force and effect and are enforceable against each Company that is a party
      thereto and all other parties thereto. Except as set forth on the Contracts
      Schedule, none of the Sellers nor the Companies has (i) received any notice
      that
      it is in default under, or not in compliance with any material provision of,
      any
      Material Contract, or (ii) delivered any notice to another party alleging
      any default under, or failure to comply with any material provision of, any
      Material Contract. To the best of Sellers’ knowledge, no event has occurred
      that, with notice, the passage of time or both, could reasonably be expected
      to
      constitute a default by any Company or any other party under, or failure of
      any
      Company or any other party to comply with a material provision of, any of the
      Material Contracts, or otherwise give any party a right of termination or
      modification thereof. Each
      Company has timely prepared and, as applicable, filed with the proper third
      parties, all material statements and reports as required by the Material
      Contracts, and each such statement or report is correct in all material
      respects.




(d)  Set
      forth
      on **Schedule 3.10(d)** is a
      list of the ten (10) largest customers of the Companies (taken as a whole)
      by
      gallons of fuel purchased in the 2005 calendar year.




(e)  Except
      as
      disclosed on **Schedule 3.10(e)** ,
      to the
      best of Sellers’ knowledge, no material supplier to or landlord of any Company,
      including any party to the Ground Lease, or any governmental entity has taken,
      and none of the Sellers nor any Company has received any notice that, any
      material supplier to or landlord of any Company, including any party to the
      Ground Lease, or any governmental entity contemplates taking, any steps to
      terminate or materially alter the business relationship of such Company with
      such supplier or landlord, including any party to the Ground Lease.




(f)  The
      Insurance Policies are in full force and effect and shall remain in full force
      and effect until 11:59 p.m. on the day following the Closing Date. Except as
      set
      forth on **Schedule
      3.10(f)** ,
      there
      are no claims related to or arising out of the operation of the Business pending
      under any Insurance Policies. To the best of Sellers’ knowledge, no event has
      occurred, and no condition or circumstances exist, that could reasonably be
      expected to (with or without notice or lapse of time) give rise to or serve
      as a
      basis for any claims related to or arising out of the operation of the Business
      under the Insurance Policies.




(g)  None
      of
      the Companies has, directly or indirectly, any (i) interest in the
      outstanding stock or ownership interests of any corporation or in any
      partnership, joint venture or other entity, or (ii) agreement,
      understanding, contract or commitment relating to an interest in any such
      entity.




3.11  Litigation;
      Proceedings .
      Except
      as set forth in **Schedule
      3.11** ,
      none of
      the Companies has received notice or service of process regarding or otherwise
      been named as a party to any pending action, suit, proceeding, judgment, order
      or governmental investigation. To the best of Sellers’ knowledge, no such
      action, suit, proceeding or governmental investigation has been
      threatened. None of
      the Companies is subject to or in violation of any judgment, decree, injunction
      or order.




-16-


3.12  Brokerage .
      No
      agent, broker, finder, or investment or commercial banker engaged by or on
      behalf of any Seller or any Company is or will be entitled to any brokerage
      commission, finders’ fees or similar compensation from any Company or Buyer as a
      result of this Agreement or any of the transactions contemplated
      herein.




3.13  Employee
      Benefit Plans.




(a)  “ **Benefit
      Plans** ”
means:
      (i) each plan, program, agreement or arrangement for the provision of
      executive compensation, deferred or incentive compensation, profit sharing,
      bonus, employee assistance, supplemental retirement, severance, vacation,
      sickness, disability, death, fringe benefit, insurance, medical or other
      benefits (whether provided through insurance, on a funded or unfunded basis,
      or
      otherwise) to any current or former employee, director, consultant or
      independent contractor, or any dependent, survivor or beneficiary with respect
      to any of the foregoing, which is maintained, administered or contributed to
      by
      any Company or any ERISA Affiliate of any Company; (ii) each Employee
      Pension Benefit Plan which has been maintained, administered or contributed
      to
      by any Company or any ERISA Affiliate in the past six (6) years (the
“ **Pension
      Plans** ”);
      and
      (iii) each Employee Welfare Benefit Plan which is currently maintained,
      administered or contributed to by any Company or any ERISA Affiliate (such
      plans, together with Employee Welfare Benefit Plans which were previously
      maintained, administered or contributed to by any Company or an ERISA Affiliate,
      collectively, the “ **Welfare
      Plans** ”).




(b) (i)  Each
      Benefit Plan that is sponsored, maintained or contributed to by any Company
      or
      with respect to which such Company has or may have any liability is listed
      on **Schedule
      3.13(b)(i)** (hereinafter referred to as the “ **Company
      Benefit Plans** ”).




(ii)  Each
      Pension Plan other than the 401(k) Plan is listed on **Schedule
      3.13(b)(ii)** .




(iii)  Each
      ERISA Affiliate is identified on **Schedule 3.13(b)(iii).**




(c)  Each
      Pension Plan that covers any Company Employee or any manager, officer, agent,
      consultant or professional adviser to any Company, and which is intended to
      qualify under Section 401(a) of the Code so qualifies. No Pension Plan has
      ever held any securities of any of the Companies.




(d)  To
      the
      best of Sellers’ knowledge, each Company Benefit Plan (and each related trust,
      insurance contract or fund) has been administered in all material respects
      in
      accordance with its governing instruments and all applicable Laws. To the best
      of Sellers’ knowledge, except as set forth in **Schedule 3.13(d)** ,
      all
      reports and information relating to each Company Benefit Plan required to be
      filed with a governmental authority have been timely filed and are accurate
      in
      all material respects and all reports and information relating to each such
      Company Benefit Plan required to be disclosed or provided to participants or
      their beneficiaries have been timely disclosed or provided. No officer, manager,
      agent or employee of any Company or any ERISA Affiliate has made any oral or
      written representation which is inconsistent with the terms of any Company
      Benefit Plan which may be binding on such plan or any Company. To the best
      of
      Sellers’ knowledge, there are no restrictions or limitations on the right of any
      Company or any ERISA Affiliate to terminate or decrease (prospectively) the
      level of benefits under any Company Benefit Plan after the Closing Date without
      liability to such Company or any participant or beneficiary thereunder. The
      Companies may, without cost, withdraw the Company Employees from any Benefit
      Plan which is not sponsored by the Companies. No Benefit Plan covering Company
      Employees imposes withdrawal charges, redemption fees, contingent deferred
      sales
      charges or similar expenses triggered by termination of the plan or cessation
      of
      participation or withdrawal of employees thereunder.




-17-


(e)  To
      the
      best of Sellers’ knowledge, except as set forth in **Schedule 3.13(e)** ,
      all
      contributions, premiums or other payments due under the terms of each Benefit
      Plan or required by applicable Law have been made within the time due. All
      unpaid amounts attributable to any Company Benefit Plan for any period prior
      to
      the Closing Date will be accrued on the Companies’ consolidated books and
      records in accordance with GAAP. There have been no Prohibited Transactions
      with
      respect to any Benefit Plan which could result in liability to Buyer, any
      Company, any employees of Buyer or any Company Employees. There has been no
      breach of fiduciary duty (including violations under Part 4 of Title I of ERISA)
      with respect to any Benefit Plan which could result in liability to Buyer,
      any
      Company, any employees of Buyer or any Company Employees. No action, suit,
      proceeding, hearing or investigation relating to any Company Benefit Plan (other
      than routine claims for benefits) is pending or, to the best of the Sellers’
knowledge, has been threatened, and the Sellers have no knowledge of any fact
      that could form the basis for such action, suit, proceeding, hearing or
      investigation.




(f)  Except
      as
      set forth on **Schedule
      3.13(f)** ,
      none of
      the Companies, nor any ERISA Affiliate, has ever sponsored, maintained,
      contributed to, had any obligation to contribute to, or had any other liability
      under or with respect to any: (i) Employee Pension Benefit Plan covered by
      Title
      IV of ERISA, Section 302 of ERISA or Section 412 of the Code, (ii)
      Employee Welfare Benefit Plan which provides health, life or other coverage
      for
      former directors, officers or employees (or any spouse or former spouse or
      other
      dependent thereof), other than benefits required by COBRA, (iii) “voluntary
      employees beneficiary association” within the meaning of Section 501(c)(9)
      of the Code or any other “welfare benefit fund” as defined in
      Section 419(e) of the Code, (iv) a nonqualified deferred compensation plan
      within the meaning of Code Section 409A for the benefit of anyone who has
      provided services with respect to the Business or (v) “multiemployer plan” as
      defined in ERISA Section 3(37) or any “multiple employer welfare arrangement” as
      defined in Section 3(40)(A) of ERISA.




3.14  Employee
      Matters .




(a)  Except
      for AAC corporate or headquarters employees (including John Meehan and Scott
      Wardle), **Schedule 3.14(a)(i)** contains
      a complete and correct list of all employees and independent contractors who
      are
      currently engaged in operating the Business (the “ **Company
      Employees** ”)
      and
      the employer, date of hire, 2006 compensation paid or payable and accrued
      vacation time, sick leave and other paid time off of each such Company Employee.
      Except as set forth on **Schedule 3.14(a)(ii)** ,
      (i) the terms of employment or engagement of all Company Employees and
      managers, agents, consultants and professional advisers to the Companies are
      such that their employment or engagement may be terminated at will with notice
      given at any time and without liability for payment of compensation or damages,
      (ii) there are no severance payments which are or could become payable to
      any such person under the terms of any oral or written agreement or commitment
      or any Law, custom, trade or practice, (iii) there are no other agreements,
      contracts or commitments, oral or written, between any Company and any such
      Person, and (iv) as of the date hereof, to the best of the Sellers’ knowledge,
      no Company Employee has any plans to terminate his or her employment with any
      Company or AAC. **Schedule
      3.14(a)(iii)** lists
      all of the Company Employees who are currently on leave relating to work-related
      injuries and/or receiving disability benefits under any Benefit
      Plan.




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(b)  None
      of
      the Companies nor ACC is, nor has any of them ever been, bound by or subject
      to
      (and none of their respective assets or properties are bound by or subject
      to)
      any arrangement with any labor union or other collective bargaining
      representative. With respect to each of the Companies and AAC, there is no
      pending or, to the best of Sellers’ knowledge, threatened (i) union
      organizational activity or other labor or employment dispute against or
      affecting any of the Companies or AAC, or (ii) application for
      certification of a collective bargaining agent.




(c)  All
      persons classified by the Companies as independent contractors do satisfy and
      have satisfied the requirements of Law to be so classified, and each Company
      has
      fully and accurately reported its compensation on IRS Forms 1099 when required
      to do so. No individual who has performed services for or on behalf of any
      Company and who has been treated by such Company as an independent contractor
      is
      classifiable as a “leased employee” within the meaning of Section 414(n)(2)
      of the Code with respect to such Company.




3.15  Compliance
      with Laws; Permits .
      Each
      Company has complied, and the use and operation of the Facility are in
      compliance, in all material respects, with all applicable Laws which affect
      the
      Business, and has timely filed with the proper authorities all material
      statements and reports required by the Laws to which the Business is subject.
      Except as set forth in **Schedule 3.15** ,
      each
      Company holds all permits, licenses, certificates, approvals, registrations,
      franchises, rights, qualifications and other authorizations of federal, state
      and local governments, agencies and regulatory authorities required or advisable
      for the conduct of the Business as operated to the date hereof (collectively,
      the “ **Permits** ”).  **Schedule
      3.15** sets
      forth a complete and accurate list of each Permit. Except as set forth in **Schedule 3.15** ,
      none of
      the Companies (1) holds any Permit issued by the Federal Aviation
      Administration or by the U.S. Department of Transportation or (2) owns or
      leases aircraft or (3) operates aircraft for a third party under a
      management agreement or other similar arrangement. Except
      as
      set forth in **Schedule 3.15** ,
      none of
      the Sellers nor any Company has received any notice in the past six (6) years
      of
      any (x) order, rule or directive, or any proposed order, rule or directive,
      issued by any governmental authority against any Company, or (y) threatened
      legal or regulatory proceeding which could adversely affect the Business or
      assets of any Company, or any Permit required to be obtained and maintained
      by
      any Company.




-19-


3.16  Environmental
      Matters .
      Except
      as set forth in **Schedule
      3.16** ,
      Sellers
      represent and warrant that:




(a)  Each
      Company materially complies, and at all times during Sellers’ ownership of the
      Ownership Interests has been in material compliance, with applicable
      Environmental Laws and there are no circumstances that will prevent such
      compliance in the future;




(b)  None
      of
      the Sellers nor any Company has received any written request for information,
      or
      has been notified that it is a potentially responsible party, under the CERCLA,
      or any similar state or local law with respect to any on-site or offsite
      location;




(c)  The
      Companies have obtained all required Environmental Permits relating to the
      Business, enabling the Business to operate as of the Closing Date in the
      ordinary course of business;




(d)  None
      of
      the Sellers nor any Company has received any notice, notification, demand,
      request for information, citation, summons, complaint or order and, to the
      best
      of Sellers’ knowledge, there is no violation, claim, demand, litigation,
      proceeding or governmental investigation (whether pending or threatened) arising
      from applicable Environmental Laws relating to any Company. None of the
      Companies is subject to any judgment, decree, order, or consent agreement
      relating to compliance with any Environmental Laws, or the cleanup of Hazardous
      Materials under any Environmental Laws;




(e)  Sellers
      have delivered true, complete and correct copies of any and all reports, or
      other documents possessed by or in the control of any Seller or any Company
      pertaining to the environmental condition of the Facility, Hazardous Materials
      on the Facility and regarding the Companies’ compliance with applicable
      Environmental Laws. Except for such reports or documents, there has been no
      investigation, study, audit, test, review or other analysis (including any Phase
      I environmental assessments) conducted by, for, or provided to any Seller or
      any
      Company with respect to matters affecting the environment, health or safety
      in
      relation to the Business; and




(f)  Except
      as
      set forth in **Schedule
      3.16(f)(i)** ,
      to the
      best of the Sellers’ knowledge, the Facility does not contain and none of the
      Companies otherwise operate any underground storage tanks. Except as set forth
      in **Schedule
      3.16(f)(ii)** ,
      to the
      best of the Sellers’ knowledge, there have been no discharges, emissions,
      spilling, leaking, pouring, emptying, or other releases of Hazardous Materials
      which are or were reportable by any Seller or any Company under any
      Environmental Laws.




3.17  Affiliate
      Transactions .
      Except
      as set forth in **Schedule
      3.17** ,
      no
      Affiliate of any Company nor any member, manager, officer, director or equity
      holder of any thereof, is party to any agreement, transaction or understanding
      (other than the Charter Documents of the Companies) with any Company. Except
      pursuant to the Companies’ Charter Documents, the consummation of the
      transactions contemplated by this Agreement will not (either alone, or upon
      the
      occurrence of any act or event, or with the lapse of time, or both) result
      in
      any benefit or payment (severance or other) arising or becoming due from any
      Company to any Person other than Sellers in accordance with the terms of this
      Agreement.




-20-


3.18  Intellectual
      Property Rights . **Schedule
      3.18** lists
      all of the Intellectual Property owned or licensed by any Company and used
      in
      connection with its Business. The use by the Companies of the Intellectual
      Property does not infringe any rights of any third party and no activity of
      any
      third party infringes upon the rights of the respective Companies with respect
      to any of the Intellectual Property. None
      of
      the Sellers nor any Company has received notice of any claims asserted by any
      Person with respect to challenging the ownership, validity, enforceability
      or
      use of the Intellectual Property, nor, to the best of Sellers’ knowledge, are
      there any valid grounds for any such bona fide claims. To the extent any Company
      uses any Intellectual Property owned by a third party, such Company has a
      license with such third party for the use of such Intellectual Property and
      is
      not in default under any such license.




3.19  Bank
      Accounts; Powers of Attorney . **Schedule
      3.19** lists
      each bank, trust company, savings institution, brokerage firm, mutual fund
      or
      other financial institution with which any Company has an account or safe
      deposit or lock box and the names and identification of all persons authorized
      to draw on it or to have access to it as of the Closing Date. Except
      as
      set forth on **Schedule 3.19** ,
      none of
      the Companies nor any of their managers or officers, has any power of attorney
      with respect to the Business outstanding.




3.20  Fuel
      Volume Records .
      True
      and correct copies of each Company’s fuel volume records and gross receipt
      statements as filed with the relevant airport authority for the period from
      January 1, 2005 through September 30, 2006 are attached as **Schedule
      3.20** .
      Such
      statements accurately reflect the volume of fuel sold and revenues earned by
      each Company during such period and were prepared in accordance with such
      Company’s books and records.




3.21  Disclosure .
      To the
      best of Sellers’ knowledge, no representations or warranties by the Sellers in
      this Agreement or in any document, exhibit, statement, certificate or schedule
      which is furnished or to be furnished by the Sellers in connection with the
      Closing of the transactions herein contemplated, (i) contains or will
      contain any untrue statement of a material fact, or (ii) omits or will omit
      to state, when read in conjunction with all of the information contained in
      this
      Agreement, the Schedules hereto and the other Transaction Documents, any
      material fact necessary to make the statements or facts contained therein not
      misleading.




**ARTICLE
      4**




**BUYER’S
      REPRESENTATIONS AND WARRANTIES**




As
      an
      inducement to Sellers to enter into this Agreement, Buyer represents and
      warrants to Sellers that:




4.1  Organization .
      Buyer
      is a limited liability company duly formed, validly existing and in good
      standing under the Laws of the State of Delaware.




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4.2  Power
      and Authority .
      Buyer
      has full power and authority to execute and deliver this Agreement and to
      perform its obligations hereunder. Any
      third-party approvals or consents which may be required for Buyer to enter
      into
      this Agreement or to consummate the transaction contemplated hereby have been,
      or will prior to Closing, be obtained by Buyer.




4.3  Authorization;
      No Breach .
      The
      execution, delivery and performance of this Agreement has been duly and validly
      authorized by Buyer, and this Agreement constitutes a valid and binding
      obligation of Buyer, enforceable against Buyer in accordance with its terms
      (except as may be limited by bankruptcy, insolvency, reorganization and other
      similar laws and equitable principles relating to or limiting creditors’ rights
      generally). The
      execution, delivery and performance of this Agreement, and the consummation
      of
      the transactions hereunder, will not violate, conflict with, result in a
      breach or constitute a default under Buyer’s Charter Documents, any Law to which
      Buyer is subject or any agreement to which Buyer is a party.




4.4  Reliance .
      Buyer
      has relied solely upon its expertise, experience, due diligence review and
      the
      written representations and warranties contained in this Agreement. Buyer has
      not relied upon any oral representations by any Seller, any agents or
      representatives of the Sellers, or any agents, representatives or employees
      of
      any Company in entering into or executing this Agreement. Buyer further
      acknowledges that no Person acting on behalf of the Sellers is authorized to
      make, and that no Person has made, any representation, agreement, statement,
      warranty, guarantee or promise regarding the real property used in the Business
      or the transaction contemplated herein, except as otherwise expressly provided
      herein. No representation, warranty, agreement, statement, guarantee or promise,
      if any, made by any Person acting on behalf of any Seller which is not contained
      in this Agreement will be valid or binding on any Seller.




4.5  Securities
      Laws .
      Buyer
      acknowledges and is aware of the following:




(a)  No
      federal or state agency has made any finding or determination as to the fairness
      of the purchase of the Ownership Interests nor any recommendation or endorsement
      of the Ownership Interests;




(b)  Buyer
      is
      purchasing the Ownership Interests for long-term investment for its own account
      only and not with a view to, or for resale in, any “distribution” within the
      meaning of the Securities Act of 1933, as amended (the “Act”); and




(c)  The
      purchase and sale of the Ownership Interests is being made in reliance upon
      exemptions from the registration requirements of the Act and any and all
      applicable state securities laws. Because the Ownership Interests have not
      been
      registered, Buyer understands and agrees that the Ownership Interests cannot
      be
      sold by it until registered under the Act and applicable State securities law
      unless an exemption from such registration is available and that a legend
      reflecting this fact will be placed on all certificates representing the
      Ownership Interests.




4.6  Brokerage .
      No
      agent, broker, finder, or investment or commercial banker engaged by or on
      behalf of Buyer is or will be entitled to any brokerage commission, finders’
fees or similar compensation from any Seller as a result of this Agreement
      or
      any of the transactions contemplated herein.


-22-


4.7  Litigation .
      There
      is no action, suit, proceeding, judgment or order pending or, to the best of
      Buyer’s knowledge, threatened against or affecting Buyer before any federal,
      state, municipal or other governmental court or agency which would have a
      material adverse effect on Buyer’s performance under this Agreement or the
      consummation of the transactions contemplated hereby.




**ARTICLE
      5**




**PRE-CLOSING
      COVENANTS**




5.1  Affirmative
      Covenants .
      Prior
      to the Closing, the Sellers shall, or shall cause the Companies to, as
      applicable:




(a)  use
      commercially reasonable efforts to cause AAC to assign that certain Aviation
      Fuel Supply Agreement between AVFUEL Corporation and AAC dba Supermarine (the
      “ **AVFUEL
      Agreement** ”)
      from
      AAC to one of the Companies;




(b)  use
      commercially reasonable efforts to obtain all consents and approvals from any
      parties that may be necessary or reasonably requested by Buyer to consummate
      the
      transactions contemplated by this Agreement, including without limitation the
      consent of AVFUEL Corporation to the assignment of the AVFUEL Agreement from
      AAC
      to one of the Companies;




(c)  conduct
      the Business only in the usual and ordinary course of business and consistent
      with past practices, including, without limitation, consistent with past
      practices in respect of managing working capital (including billing and
      collection of receivables and payment of payables);




(d)  use
      commercially reasonable efforts to keep in full force and effect each Company’s
      existence and all rights, franchises, Permits and Intellectual Property rights
      relating to or pertaining to the Business;




(e)  use
      commercially reasonable efforts to retain each Company’s employees and preserve
      each Company’s present business relationships;




(f)  maintain
      the Personal Property in customary repair, order and condition and in the event
      of any casualty, loss or damage to any of the Personal Property prior to
      Closing, either repair or replace such assets with assets of comparable quality
      or transfer to Buyer at Closing the proceeds of any insurance recovery with
      respect thereto;




(g)  maintain
      each Company’s books, accounts and records in accordance with past custom and
      practice as applied by the Sellers and the Companies, on a consistent basis;




(h)  maintain
      all Insurance Policies; and




-23-


(i)  not
      be in
      material default under any Material Contract, Lease or Permit, or cure any
      such
      material default within the applicable cure period.




5.2  Notification
      of Certain Events . The
      Sellers shall promptly give Buyer written notice of the existence or occurrence
      of any condition which would make any representation or warranty made by the
      Sellers contained herein untrue as of the date of this Agreement or any
      subsequent date as if made on and as of such subsequent date (except for those
      representations and warranties which address matters only as of a particular
      date) or which might reasonably be expected to prevent the consummation of
      the
      transactions contemplated hereby. No notification made pursuant to this Section 5.2 shall be
      deemed to cure any breach of any representation or warranty, nor shall any
      such
      notification be considered to constitute or give rise to a waiver by Buyer
      of
      any condition set forth in this Agreement.




5.3  Access .
      Prior
      to Closing, the Sellers will (a) during ordinary business hours and in a
      commercially reasonable manner, permit Buyer and its authorized representatives
      to have access to the Facility and the Companies’ books, records and key
      personnel, (b) furnish, as soon as reasonably practicable, to Buyer or its
      authorized representatives such other information in any Seller’s possession
      with respect to the Companies as Buyer may from time to time reasonably request,
      and (c) otherwise reasonably cooperate in the examination of the Companies
      by Buyer.




5.4  Negative
      Covenants .
      From
      the Effective Date to the Closing Date, the Sellers shall not permit any Company
      to, and the Sellers shall not, with respect to any Company, without the prior
      written consent of Buyer, which consent shall not be unreasonably withheld
      or
      delayed:




(a)  transfer
      or sell any assets that are material, individually or in the aggregate, outside
      the ordinary course of business consistent with past practices;




(b)  assume,
      guarantee, endorse or otherwise become liable or responsible for any
      indebtedness of any other Person;




(c)  incur
      or
      agree to incur any obligation or liability, or make any capital expenditures
      or
      commitments with respect thereto, in each case that are material, individually
      or in the aggregate, except those obligations, liabilities and capital
      expenditures set forth on **Schedule
      5.4(c)** ;




(d)  defer
      any
      capital expenditure or capital improvements that is reasonably required for
      the
      operation of the Business;




(e)  make
      any
      loans, or investments in, any other Person;




(f)  pledge
      or
      otherwise mortgage any assets or allow any Encumbrance thereupon, in each case
      that are material individually or in the aggregate;




(g)  terminate,
      amend or fail to renew any Permits;




(h)  terminate,
      amend or fail to renew any Insurance Policies;




-24-


(i)  amend,
      modify or terminate any Material Contract, in any case that is adverse in any
      material respect to any Company;




(j)  except
      as
      set forth on **Schedule
      5.4(j),** increase
      the compensation, benefits or other remuneration of any current officers or
      key
      employees, or enter into any employment or consulting contract or arrangement
      with any person which is not terminable at will, without penalty or continuing
      obligation;




(k)  adopt
      a
      plan of complete or partial liquidation, dissolution, merger, consolidation,
      restructuring, recapitalization or other reorganization of any Company;




(l)  alter
      through merger, liquidation, reorganization, restructuring or any other fashion
      the ownership of the Ownership Interests by the Sellers;




(m)  except
      as
      set forth in **Schedule 5.4(m)** ,
      make,
      change or revoke any Tax election or make any agreement or settlement with
      any
      taxing authority, enter
      into any closing agreement, settle any Tax claim or assessment relating to
      any
      Company, consent to any extension or waiver of the limitation period applicable
      to any Tax claim or assessment, or take any other similar action relating to
      the
      filing of any Tax Return ;




(n)  except
      as
      expressly contemplated in this Agreement, take any action or permit to occur
      any
      event described in Section 3.7 ;




(o)  take
      any
      action or omit to take any action which will result in a violation of any
      applicable Law or cause a breach of any Material Contract, Lease, Permit or
      representation or warranty set forth in Article
      3 ;




(p)  bill
      for
      goods or services, or take any action to collect any accounts receivable, or
      run
      down inventory, in any case outside the ordinary course of business or
      inconsistent with past practices, or defer payment of any accounts payable
      for
      more than thirty (30) days after receipt of any invoice with respect thereto;
      or




(q)  enter
      into any agreement, or otherwise commit, to do any of the
      foregoing.




5.5  No
      Shop .
      From
      the Effective Date through the Closing, no Seller shall sell or otherwise
      transfer any of the Ownership Interests to any other Person, and none of the
      Sellers nor any Company, or any of their Affiliates, officers, manager,
      employees, representatives or agents, shall, directly or indirectly, solicit,
      initiate or participate in any way in discussions or negotiations with, or
      provide any information or assistance to, any Person or group of Persons (other
      than Buyer and its Affiliates) concerning any acquisition of an equity interest
      in, or in a merger, consolidation, liquidation, dissolution, disposition of
      assets (other than in the ordinary course of business and as specifically
      permitted pursuant to this Agreement) of any Company, or any disposition of
      any
      of the Ownership Interests (other than pursuant to the transactions contemplated
      by this Agreement), or assist or participate in, facilitate or encourage any
      effort or attempt by any other Person to do or seek to do any of the
      foregoing .




5.6  HSR
      Filings . Buyer
      and the Sellers will, as promptly as practicable following the execution and
      delivery of this Agreement, file with the Federal Trade Commission and the
      Department of Justice the notification and report forms, if any, required for
      the transactions contemplated hereby pursuant to the HSR Act. Any such
      notification and report forms will be in substantial compliance with the
      requirements of the HSR Act. Each Party shall furnish to the other Party such
      necessary information and reasonable assistance as the other may request in
      connection with its preparation of any filing or submission which is necessary
      under the HSR Act. Each Party shall keep the other apprised of the status of
      any
      communications with, and inquiries or requests for additional information from,
      the Federal Trade Commission and Department of Justice. Buyer shall pay the
      filing fees applicable to filings required by the HSR Act in connection with
      the
      transactions contemplated by this Agreement.




-25-


5.7  Benefit
      Plans .
      Upon
      Buyer’s request, the Sellers shall cause each Company to take action prior to
      the Closing Date to terminate the Benefit Plans that it sponsors and to withdraw
      Company Employees from participation in any Benefit Plans that it does not
      sponsor.




5.8  Employees .




(a)  The
      Sellers shall cause AAC or the Companies to provide Buyer’s representatives with
      reasonable access to Company Employees and books and records relating thereto
      for the purpose of interviewing such individuals for prospective employment
      with
      the Companies, Buyer or a Buyer Affiliate after the Closing.




(b)  Prior
      to
      Closing, Buyer shall, or shall cause one or more of its Affiliates
      (collectively, the “ **New
      Employer** ”)
      to:




(i)  make
      offers to such Company Employees that it desires to hire at the Closing, with
      compensation and benefits (including Group Health Plan coverage) on the same
      basis as such benefits are provided to comparable employees of Buyer and its
      Affiliates (the “ **Offerees** ”);
      and




(ii)  permit
      such Offerees that accept such offers of employment as of the Closing (the
      “ **Hired
      Employees** ”)
      to
      elect to transfer their accumulated and unused vacation and other paid time
      off
      to the books of a New Employer, or, in the event that a Hired Employee fails
      to
      elect to cause such transfer, cause the Company to reimburse AAC for the payment
      by AAC to the Hired Employees of such accumulated and unused vacation and other
      paid time off; provided ,
      that
      the Closing Net Working Capital shall be adjusted to reflect the assumption
      of
      such liabilities by the New Employer or the obligation to pay AAC.




(c)  The
      Sellers shall cause the management of the Companies and AAC to use good faith
      efforts to persuade all Offerees to accept offers from a New Employer as soon
      as
      practicable before the Closing.




-26-


**ARTICLE
      6**




**CLOSING
      CONDITIONS - BUYER**




6.1  Conditions
      to Closing .
      The
      obligation of Buyer to consummate the transactions contemplated by this
      Agreement is subject to the satisfaction of the following conditions on or
      before the Closing Date:




(a)  The
      representations and warranties set forth in Article
      3 and the
      information set forth in the schedules to this Agreement shall have been true
      and correct in all material respects as of the effective date of this Agreement
      and shall be true and correct in all material respects as of the Closing Date
      as
      though made on the Closing Date, except for those representations and warranties
      which address matters only as of a particular date, which shall continue to
      be
      true and correct in all material respects as of that particular date, and the
      Sellers shall have delivered to Buyer a certificate to that effect;




(b)  The
      Sellers and the Companies shall have performed or complied with all of the
      covenants and agreements required under this Agreement, and the Sellers shall
      have delivered to Buyer a certificate to that effect;




(c)  No
      order
      of any court or administrative agency shall be in effect which restrains or
      prohibits the transactions contemplated hereby, and there shall not have been
      threatened, nor shall there be pending, any action or proceeding by or before
      any court or governmental agency or other regulatory or administrative agency
      or
      commission: (i) challenging any of the transactions contemplated by this
      Agreement or seeking monetary relief by reason of the consummation of such
      transactions; (ii) by any present or former owner of any equity interest in
      any Company (whether through a derivative action or otherwise) against any
      Seller, any Company or any officer, manager, partner, director or member of
      any
      Company; or (iii) which could reasonably be expected to have a material
      adverse effect on the business or condition (financial or otherwise) of the
      Companies;




(d)  Each
      Seller shall have executed and delivered to Buyer original or facsimile
      counterparts of each Transaction Document to which he, she or it is a party,
      and
      the Escrow Agent shall have executed and delivered to Buyer original or
      facsimile counterparts to the Escrow Agreement, in each case in accordance
      with
      the provision in Section
      8.1 permitting the use of facsimile copies;




(e)  Any
      and
      all governmental approvals and all consents by third parties that are required
      for the transfer of the Ownership Interests and the consummation of the
      transactions contemplated hereby, shall have been obtained and no such approval
      or consent shall have been conditioned upon the modification in any material
      respect, cancellation or termination of any Material Contract, Lease or Permit
      or shall impose on Buyer or any Company any material condition, provision,
      requirement or additional cost not presently imposed upon the Sellers or any
      Company or any condition that would be materially more restrictive after the
      Closing than the conditions presently imposed on the Sellers or the Companies,
      as the case may be;




-27-


(f)  Buyer
      shall have received reasonable confirmation from the Sellers (including payoff
      letters from each of the Companies’ lenders) that all Funded Indebtedness has
      been, or will be in connection with the Closing, satisfied in full and of the
      absence of any and all Encumbrances affecting any Company, the Facility or
      Business;




(g)  All
      necessary filings pursuant to the HSR Act shall have been made and all
      applicable waiting periods thereunder shall have expired or been terminated;




(h)  The
      Sellers shall have delivered to Buyer the Audited Statements and the Interim
      Unaudited Statements, and there shall be no material differences between the
      Audited Statements and the Unaudited 2005 Statements;




(i)  The
      Sellers shall have delivered an opinion of counsel, dated as of the Closing
      Date
      and addressed to Buyer, substantially in the form set forth as **Exhibit
      “E”** ;




(j)  Each
      Seller shall have delivered to Buyer a tax certificate under Treas. Reg.
      1.1445-2(b)(2) stating that such Seller is not a “foreign person” within the
      meaning of Section 1445 of the Code, in form and substance reasonably
      satisfactory to Buyer;




(k)  Buyer
      shall have received a good standing certificate and copies of the Charter
      Documents of each Company from the Sellers, in each case dated as of a date
      not
      more than thirty (30) days prior to the Closing Date, and the original minute
      books of each Company which shall contain complete and accurate records of
      all
      material actions by each Company and its directors, shareholders or partners,
      as
      the case may be;




(l)  Buyer
      shall have received an estoppel letter from the authority with jurisdiction
      over
      the Facility, addressed to Macquarie Infrastructure Company, Inc., and its
      subsidiaries and their lenders, consenting to the transactions contemplated
      hereby and confirming (i) a true, correct and complete copy of the Ground Lease
      (which shall be attached to the estoppel letter), (ii) the term of the Ground
      Lease, (iii) that no breach or default exists under the Ground Lease, and no
      amounts are past due thereunder, (iv) that the authority has not repudiated
      the
      Ground Lease and (v) that the Ground Lease is in full force and effect; provided , that ,
      the
      Sellers and the Companies shall have used commercially reasonable efforts to
      obtain, in addition, confirmation from the authority that (x) except as set
      forth in **Schedule 3.8(b)(vii)** ,
      no
      additional capital expenditures are required under the Ground Lease and (y)
      no
      subsidence has occurred at the Facility or the runways or aprons appurtenant
      thereto;




(m)  Buyer
      shall have received such information and certifications from the Sellers, the
      Companies and the Companies’ accountants to enable Buyer and its Affiliates to
      prepare any and all disclosure material as may be required by applicable federal
      securities Laws and regulations promulgated by the Securities and Exchange
      Commission pursuant thereto (including financial statements and related
      notes in compliance with federal securities Laws), including consents of the
      Companies’ accountants to the inclusion of such financial statements in
      appropriate filings with the Securities and Exchange Commission;




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(n)  The
      transactions contemplated by the Stewart Purchase Agreement shall have been
      consummated;




(o)  Buyer
      shall have received releases and waivers from the Sellers, each in the form
      of **Exhibit
      “F”;**




(p)  Buyer
      shall have received written resignations from each of the officers and directors
      listed on **Schedule
      3.1(ii)** ,
      which
      resignations shall be effective as of the Closing Date **;**




(q)  Buyer
      shall have received reasonable confirmation from Sellers that ACS is and has
      been a validly electing S corporation within the meaning of Sections 1361
      and 1362 of the Code, and the comparable provisions of any relevant Tax Law
      in
      each state or local jurisdiction in which it conducts business, at all times
      since its inception;




(r)  A
      sufficient number of Company Employees to operate and conduct the Facility
      and
      the Business as operated and conducted as of the Effective Date shall have
      accepted employment with one of the Companies, Buyer or a Buyer Affiliate on
      or
      prior to the Closing;




(s)  The
      Companies shall have terminated any and all management agreements entered into
      by and between any of the Companies and AAC; **** and




(t)  there
      shall not have been any material adverse change with respect to the Facility
      or
      the Business since June 30, 2006.




6.2  Waiver
      of Conditions . Any
      conditions specified in Section
      6.1 may be
      waived by Buyer in writing.




**ARTICLE
      7**




**CLOSING
      CONDITIONS - SELLER** **S**




7.1  Conditions
      to Closing .
      The
      obligation of the Sellers to consummate the transactions contemplated by this
      Agreement is subject to the satisfaction of the following conditions on or
      before the Closing Date:




(a)  Buyer
      shall have delivered the Closing Funds, as adjusted pursuant to Section
      2.2(a) ,
      to the
      Sellers or, at the Sellers’ direction, to any third parties in satisfaction of
      Funded Indebtedness, and the Escrow Funds to the Escrow Agent, in each case
      in
      accordance with the terms of this Agreement;




(b)  The
      representations and warranties set forth in Article
      4 shall
      have been true and correct in all material respects as of the effective date
      of
      this Agreement and shall be true and correct in all material respects as of
      the
      Closing Date as though made on the Closing Date, except for those
      representations and warranties which address matters only as of a particular
      date, which shall continue to be true and correct in all material respects
      as of
      that particular date, and Buyer shall have delivered to the Sellers a
      certificate to that effect;




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(c)  Buyer
      shall have performed or complied with all of the covenants and agreements
      required under this Agreement, and Buyer shall have delivered to the Sellers
      a
      certificate to that effect;




(d)  Buyer
      shall have received no notice of legal action or proceeding which shall have
      been instituted or overtly threatened by any governmental agency seeking to
      restrain, prohibit, invalidate or otherwise affect the consummation of the
      transactions contemplated by this Agreement;




(e)  Buyer
      shall have executed and delivered to the Sellers original or facsimile
      counterparts of each Transaction Document to which it is a party and the Escrow
      Agent shall have executed and delivered to the Sellers original or facsimile
      counterparts to the Escrow Agreement, in each case in accordance with the
      provision in Section
      8.1 permitting the use of facsimile copies;




(f)  The
      Sellers shall have received a good standing certificate and a copy of the
      Charter Documents and resolutions of the managing member (or other authorizing
      actions or instruments) of Buyer authorizing the execution, delivery and
      performance by Buyer of this Agreement and the transactions contemplated by
      this
      Agreement, and an incumbency certificate evidencing the authority and specimen
      signature of each manager or officer of Buyer executing this Agreement and
      any
      other certificate provided pursuant to this Section
      7.1 ,
      each in
      form and substance reasonably satisfactory to the Sellers and certified by
      the
      secretary or an assistant secretary of Buyer (or another responsible officer
      of
      Buyer) as of the Closing Date. Such certification shall state that such Charter
      Documents and resolutions (or other authorizing actions or instruments) have
      not
      been amended, modified, revoked or rescinded and are in full force and effect
      on
      and as of the Closing Date and that all proceedings required to be taken on
      the
      part of Buyer in connection with the transactions contemplated by this Agreement
      have been duly authorized and taken;




(g)  All
      necessary filings pursuant to the HSR Act shall have been made and all
      applicable waiting periods thereunder shall have expired or been terminated;
      and




(h)  The
      Sellers shall have received a release and waiver from the Companies which is
      in
      the form of **Exhibit “G.”**




7.2  Waiver
      of Conditions. Any
      condition specified in Section
      7.1 may be
      waived by Sellers in writing.




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**ARTICLE
      8**




**CLOSING
      MATTERS**




8.1  The
      Closing .
      The
      closing of the transactions contemplated in this Agreement (the “ **Closing** ”)
      will
      take place at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1650 Tysons
      Blvd., Suite 1400, McLean, Virginia, at 10:00 a.m. (local time), or at such
      other place as Buyer and the Sellers may mutually agree, on a Business Day
      selected by Buyer and the Sellers that is no sooner than three (3) days and
      no
      later than five (5) days after the day on which the last of the conditions
      to
      Closing set forth in Section
      6.1 and Section
      7.1 (other
      than those conditions which are only capable of being satisfied contemporaneous
      with the Closing) have been satisfied or waived (the “ **Closing
      Date** ”).
      The
      Parties agree that signature pages of documents required to be delivered at
      the
      Closing may be delivered by facsimile, provided that originally executed
      documents are sent via overnight courier immediately thereafter. The
      Closing will be effective as of 11:59 p.m. on the Closing Date (the
“ **Effective
      Time** ”).




8.2  Action
      to Be Taken at the Closing .
      The
      sale and delivery of the Ownership Interests and the payment of the Purchase
      Price shall take place at the Closing.




8.3  Closing
      Documents .




(a)  The
      Sellers shall deliver to Buyer at the Closing the following items and documents
      (collectively, the “ **Transaction
      Documents** ”),
      duly
      executed by each Seller where necessary to make them effective:




(i)  customary
      assignments and transfers of the Ownership Interests, each in a form that is
      reasonably acceptable to Buyer ,
      including without limitation certificates representing all of the issued and
      outstanding shares of capital stock of ACS and Supermarine Investors duly
      endorsed in blank or accompanied by blank stock powers;




(ii)  a
      certificate dated the Closing Date, to the effect that the conditions set forth
      in Sections
      6.1(a) and (b) have
      been satisfied;




(iii)  a
      release
      and waiver in the form attached hereto as **Exhibit
      “F”** ;




(iv)  the
      Escrow Agreement in the form attached hereto as **Exhibit
      “B”** ;
      and




(v)  such
      other documents or instruments as Buyer reasonably may request to effect the
      transactions contemplated hereby.




(b)  Buyer
      shall deliver to the Sellers at the Closing the following items and documents,
      duly executed by Buyer where necessary to make them effective:




(i)  customary
      assignments and transfers of the Ownership Interests, each in a form that is
      reasonably acceptable to Buyer;




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(ii)  a
      certificate dated the Closing Date, signed on its behalf by an authorized
      officer, to the effect that the conditions set forth in Sections
      7.1(b) and (c) have
      been satisfied;




(iii)  a
      certificate dated the Closing Date, signed on its behalf by an authorized
      officer, in accordance with Section
      7.1(f) ;




(iv)  the
      Escrow Agreement in the form attached hereto as **Exhibit
      “B”** ;
      and




(v)  such
      instruments of assumption and other documents or instruments as the Sellers
      reasonably may request to effect the transaction contemplated
      hereby.




(c)  The
      Companies shall deliver to the Sellers at Closing a release and waiver in the
      form attached hereto as **Exhibit “G.”**




**ARTICLE
      9**




**INDEMNIFICATION**




9.1  Indemnification
      by Seller 1 .
      Subject
      to the limitations set forth in this Article
      9 ,
      Seller
      1 agrees to indemnify Buyer and the Companies, and their respective
      stockholders, officers, directors, employees, Affiliates and agents, and their
      successors and assigns (collectively, the “ **Buyer
      Indemnified Parties** ”),
      and
      hold them harmless against any Losses which any of the Buyer Indemnified Parties
      may suffer, sustain or become subject to as a result of or arising
      from:




(a)  any
      inaccuracy in or breach of any of the representations or warranties of the
      Sellers contained in this Agreement or in any exhibits, schedules, certificates
      or other documents delivered or to be delivered pursuant to the terms of this
      Agreement or otherwise incorporated in this Agreement;




(b)  any
      breach of, or failure to perform, any agreement or covenant of the Sellers
      contained in this Agreement, including without limitation delivery of the
      estoppel letter referenced in Section
      6.1(l) ;




(c)  Taxes
      as
      described in Section
      11.5 ;




(d)  any
      liabilities arising out of or relating to any Benefit Plan and any other
      liability of any ERISA Affiliate asserted against a Buyer Indemnified Party;
      and/or




(e)  the
      matters identified by an asterisk (*) set forth on **Schedules
      3.4(a), 3.4(b), 3.7, 3.11** , **3.13(f)
      and 3.16(f)(ii)** .


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9.2  Indemnification
      by Buyer .
      Subject
      to the limitations set forth in this Article
      9 ,
      Buyer
      agrees to indemnify the Sellers and their Affiliates and agents (collectively,
      the “ **Seller
      Indemnified Parties** ”),
      and
      hold them harmless against any Losses which any of the Seller Indemnified
      Parties may suffer, sustain or become subject to as a result of or arising
      from:




(a)  any
      inaccuracy in or breach of any of the representations or warranties of Buyer
      contained in this Agreement;




(b)  any
      breach of, or failure to perform, any agreement or covenant of Buyer contained
      in this Agreement; or




(c)  the
      operations of the Business subsequent to Closing .




9.3  Method
      of Asserting Claims .




(a)  In
      the
      event that any of the Indemnified Parties is made a defendant in or party to
      any
      Claim, the Indemnified Party shall give the Indemnifying Party written notice
      thereof within thirty (30) days of its knowledge of the same. The failure to
      give such notice timely shall not affect any Indemnified Party’s right to
      indemnification unless (and then only to the extent that) such failure or delay
      has materially and adversely affected the Indemnifying Party’s ability to defend
      successfully a Claim. The Indemnifying Party shall be entitled to contest and
      defend such Claim provided it diligently contests and defends such Claim. Notice
      of the intention so to contest and defend shall be given by the Indemnifying
      Party to the Indemnified Party within fifteen (15) Business Days after the
      Indemnified Party’s notice of such Claim (but, in all events, at least five (5)
      Business Days prior to the date that an answer to such Claim is due to be filed
      taking into account any extensions to file a responsive pleading obtained by
      either Party). Such contest and defense shall be conducted by reputable
      attorneys employed by the Indemnifying Party at its sole cost and expense.
      The
      Indemnified Party shall be entitled at any time, at its own cost and expense
      (which expense shall not constitute a Loss), to participate in such contest
      and
      defense and to be represented by attorneys of its or their own choosing;
      provided, however, that if the Indemnifying Party does not or ceases to conduct
      the defense of such Claim actively and diligently, (i) the Indemnified Party
      may
      defend against, and, with the prior written consent of the Indemnifying Party
      (which consent will not be unreasonably withheld, conditioned or delayed),
      consent to the entry of any judgment or enter into any settlement with respect
      to, such Claim, (ii) the Indemnifying Party will reimburse the Indemnified
      Party promptly and periodically for the costs of defending against such Claim,
      including reasonable attorneys’ fees and expenses and (iii) the Indemnifying
      Party will remain responsible for any Losses the Indemnified Party may suffer
      as
      a result of such Claim to the full extent provided in this Agreement. If the
      Indemnified Party elects to participate in such defense, the Indemnified Party
      shall reasonably cooperate with the Indemnifying Party in the conduct of such
      defense. Neither the Indemnified Party nor the Indemnifying Party may concede,
      settle or compromise any Claim without the consent of the other Party, which
      consent shall not be unreasonably withheld, conditioned or delayed, if pursuant
      to or as a result of such concession, settlement or compromise, (i) injunctive
      relief or specific performance would be imposed against the Indemnified Party,
      (ii) such concession, settlement or compromise would lead to liability or create
      any financial or other obligation on the part of the Indemnified Party for
      which
      the Indemnified Party is not entitled to indemnification hereunder, or (iii)
      such concession, settlement or compromise will not result in a full release
      of
      the Indemnified Party with respect to such Claim. Notwithstanding the foregoing,
      in the event the Indemnifying Party fails or is not entitled to contest and
      defend a Claim, the Indemnified Party shall be entitled to contest, defend
      and
      settle such Claim in such manner and on such terms as the Indemnified Party
      may
      deem appropriate and the Indemnified Party shall be entitled to recover from
      the
      Indemnifying Party the amount of any settlement or judgment and, on an ongoing
      basis, all costs and expenses of the Indemnified Party with respect thereto,
      including interest from the date such costs and expenses were incurred. If
      at
      any time, in the reasonable opinion of the Indemnified Party, notice of which
      shall be given in writing to the Indemnifying Party, any Claim seeks relief
      which could have a material adverse effect on any Indemnified Party, the
      Indemnified Party shall have the right to control or assume (as the case may
      be)
      the defense of any such Claim and the amount of any judgment or settlement
      and
      the reasonable costs and expenses of defense shall be included as part of the
      indemnification obligations of the Indemnifying Party hereunder. If the
      Indemnified Party should elect to exercise such right, the Indemnifying Party
      shall have the right to participate in, but not control, the defense of such
      Claim at the sole cost and expense of the Indemnifying Party.




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(b)  In
      the
      event any Indemnified Party should have a claim against any Indemnifying Party
      that does not involve a Claim, the Indemnified Party shall deliver a notice
      of
      such claim within ninety (90) days of its knowledge of such claim to the
      Indemnifying Party; provided, that, the failure to give such notice timely
      shall
      not affect any Indemnified Party’s right to indemnification unless (and then
      only to the extent that) such failure or delay materially and adversely affects
      the Indemnifying Party’s rights. Included in such written notice will be a
      statement of the amount of the Loss, a brief explanation of the Loss, and
      instructions for payment by certified or bank cashier’s check or by wire
      transfer of immediately available funds. If the Indemnifying Party notifies
      the
      Indemnified Party that it does not dispute the claim described in such notice,
      the Loss in the amount specified in the Indemnified Party’s notice shall be
      deemed a liability of the Indemnifying Party and the Indemnifying Party shall
      pay the amount of such Loss to the Indemnified Party on demand.




9.4  Limits
      on Indemnification .




(a)  With
      respect to any claims arising under Section
      9.1 or Section
      9.2 ,
      an
      Indemnified Party shall not be entitled to indemnification until the aggregate
      Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand
      Dollars ($250,000) (the “ **Threshold** ”),
      whereupon the Indemnifying Party shall be liable to indemnify the Indemnified
      Party under this Article
      9 for all
      Losses incurred in excess of the Threshold; provided , however ,
      that
      such Threshold shall not apply to any claims arising under Section
      9.1(a) that are
      a result of a breach by the Sellers of any of their representations in Sections
      3.3, 3.4(b), 3.5 and 3.9 ,
      or Sections
      9.1(b), (c) or (e) ,
      or
      based on fraud, willful misconduct or intentional misrepresentation. No Party
      shall be entitled to recovery under this Article
      9 for any
      amounts that are paid by insurance.




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(b)  The
      maximum aggregate liability of Seller 1 to indemnify the Buyer Indemnified
      Parties under this Article
      9 shall be
      thirty percent (30%) of the Purchase Price (the **“Cap”** ); provided , however ,
      that,
      the Cap shall not apply to, and Seller 1’s maximum aggregate liability to
      indemnify the Buyer Indemnified Parties under this Article
      9 shall be
      an amount equal to the Purchase Price, as adjusted pursuant to Section
      2.2 ,
      with
      respect to any claims arising under Section
      9.1(a) that are
      a result of a breach by the Sellers of any representations in Sections
      3.4(b) or 3.5 ,
      any
      claims arising under Section
      9.1(e) and any
      claims based on fraud, willful misconduct or intentional
      misrepresentation.




9.5  Survival .




(a)  The
      right
      of an Indemnified Party to initiate any action for breach of any representation,
      warranty, covenant or obligation contained in this Agreement and to demand
      and
      receive any indemnification in respect thereof or otherwise pursuant to this Article
      9 shall
      survive the Closing and terminate and expire eighteen (18) months after the
      Closing Date (the “ **Expiration
      Date** ”),
      except as provided in Section
      9.5(b) .
      If a
      claim for indemnification is made in good faith by an aggrieved Party against
      another Party and notice of such claim is provided to such other Party in
      writing prior to the Expiration Date (which notice shall describe in reasonable
      detail the basis of such claim), the rights of the aggrieved Party under this Article
      9 shall
      survive the Expiration Date with respect to such claim until such claim has
      been
      finally resolved. If a Party fails to provide written notice to another Party
      of
      an alleged breach of any representation, warranty, covenant or obligation
      contained in this Agreement prior to the Expiration Date, the facts and
      circumstances on which such alleged breach is founded shall be deemed for all
      purposes not to be a breach or a proper basis for any claim whatsoever with
      respect to such representation, warranty, covenant or obligation.




(b)  Notwithstanding
      the terms of Section
      9.5(a) ,
      any
      claims based on fraud, willful misconduct or intentional misrepresentation
      or
      the following provisions shall not terminate and expire on but shall survive
      the
      Expiration Date until fifteen (15) days after the expiration of the longest
      relevant federal or state statute of limitations period with respect to such
      claims, or three (3) years after the Closing Date, whichever is longer: Sections
      3.3, 3.5, 3.9, 3.13, 3.16, 9.1(e), 11.5, and 11.9 .




9.6  Tax
      Treatment of Indemnification Payments. Unless
      otherwise required by applicable Law, all indemnification payments shall
      constitute adjustments to the Purchase Price for all Tax purposes, and no Party
      shall take any position inconsistent with such characterization.




**ARTICLE
      10**




**TERMINATION**




10.1  Termination .




(a)  This
      Agreement may be terminated at any time prior to the Closing:




(i)  by
      mutual
      written consent of Buyer and the Sellers;




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(ii)  by
      either
      Buyer or the Sellers if the other is in material breach of any representation,
      warranty or covenant set forth in this Agreement and such breach, if capable
      of
      cure, is not cured within ten (10) days after written notice
      thereof;




(iii)  by
      Buyer
      if any of the conditions specified in Article
      6 shall
      not have been fulfilled by the time required and shall not have been waived
      by
      Buyer; or




(iv)  by
      the
      Sellers if any of the conditions specified in Article
      7 shall
      not have been fulfilled by the time required and shall not have been waived
      by
      the Sellers.




(b)  If
      the
      Closing has not occurred prior to the date that is one hundred eighty (180)
      days
      after the Effective Date, this Agreement may be terminated by any party which
      is
      not in breach of the provisions hereof.




10.2  Effect
      of Termination .
      In the
      event of termination of this Agreement as provided above, this Agreement shall
      forthwith become void, and there shall be no liability on the part of Sellers
      or
      Buyer except as otherwise expressly stated herein; provided , however ,
      that if
      this Agreement is terminated and none of the Sellers is in breach hereof, Buyer
      shall reimburse the Sellers for the cost of any audit performed to satisfy
      the
      requirements of Section
      3.6(b) ;
      provided, further ,
      that
      this Section
      10.2 shall
      not release (a) any Party from liability resulting from a breach by such
      Party under this Agreement or (b) any Party from its obligations under Article
      9 and Sections
      11.1, 11.2, 11.7, 12.2, 12.3, 12.6 and 12.10 .




**ARTICLE
      11**




**ADDITIONAL
      AGREEMENTS**




11.1  Press
      Release and Announcements .
      No
      press release related to this Agreement or the transaction contemplated hereby,
      or other written announcements to the employees, customers or suppliers of
      any
      Company, shall be issued without the joint approval of Buyer and the Sellers,
      except in accordance with the Laws, rules, regulations and orders of any
      governmental entity (including applicable federal securities Laws and stock
      exchange listing rules).




11.2  Confidentiality .
      Buyer
      and the Sellers acknowledge the continued effectiveness of that certain
      Confidentiality Agreement entered into by and between Macquarie Infrastructure
      Company Inc. and AAC as of April 21, 2006, as may be modified from time to
      time
      by written consent (the “ **Confidentiality
      Agreement** ”). Notwithstanding the foregoing, the Sellers shall cause AAC to permit Buyer
      to
      make public disclosures regarding the Business, including its financial
      condition and results of operations, in accordance with the Laws, rules,
      regulations and orders of any governmental entity (including applicable federal
      securities Laws and stock exchange listing rules).




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11.3  Remittances .
      All
      remittances, mail and other communications relating to any Company received
      by
      any Seller at any time after the Closing Date shall be immediately turned over
      to Buyer.




11.4  Cooperation
      to Obtain Consents .
      From
      the date of this Agreement through the Closing Date, the Parties shall consult
      and cooperate with each other and use commercial best efforts to (a) obtain
      all required governmental and third party consents, (b) make any required
      filings or submissions with governmental authorities, and (c) cause the
      conditions precedent to Closing set forth in Section
      6.1 and Section
      7.1 to be
      satisfied, all as may be necessary for the consummation of the Closing and
      the
      transactions contemplated by this Agreement.




11.5  Tax
      Matters .




(a)  Sellers
      shall, jointly and severally, indemnify and hold the Buyer Indemnified Parties
      harmless from and against any and all Taxes: (i) imposed on any Company or
      their
      respective assets or arising in connection with or out of the operation of
      the
      Business, in each case to the extent such Taxes are attributable to Tax periods
      or portions thereof ending on or before the Closing Date (determined, with
      respect to Tax periods that begin before and end after the Closing Date, in
      accordance with the allocation provisions of Section
      11.5(b) );
      (ii)
      owing by any Person (other than such Company) for which such Company may be
      liable by law or contract, provided that in either case the indemnified amount
      should be reduced by the amount of Taxes that were reserved for on the Closing
      Balance Sheet to the extent that such Taxes were taken into account as a
      reduction to the Purchase Price pursuant to Section
      2.2 of this
      Agreement; (c) imposed
      under Code sections 1374
      or
      1375, the regulations thereunder or any analogous or similar state, local or
      foreign law on or before the Closing; or (d) of any member of an Affiliated
      Group of which any Company (or any predecessor of the foregoing) is or was
      a
      member on or prior to the Closing Date, including pursuant to Treasury
      Regulation §1.1502 -6 .
      For
      purposes of Article
      9 ,
      the
      amount of Taxes subject to the foregoing indemnity shall be considered a Loss
      incurred by a Buyer Indemnified Party and as if such Loss were attributable
      to a
      breach of representation under Section 3.9 .




(b)  For
      purposes of this Section
      11.5 ,
      Taxes
      incurred with respect to the Business or any Company for any period ending
      on or
      before the Closing Date shall be the responsibility of Sellers and such Taxes
      for any period commencing after the Closing Date shall be the responsibility
      of
      Buyer, (i) except as provided in (ii) and (iii) below, to the extent feasible,
      on a specific identification basis, according to the date of the event or
      transaction giving rise to the Tax, and (ii) except as provided in (iii) below,
      with respect to periodically assessed ad valorem Taxes and Taxes not otherwise
      feasibly allocable to specific transactions or events, in proportion to the
      number of days in such period occurring on and before the Closing Date compared
      to the total number of days in such taxable period, and (iii) in the case of
      any
      Tax based upon or related to income or receipts, in an amount equal to the
      Tax
      which would be payable if the relevant taxable period ended on the Closing
      Date,
      based upon an interim closing of the books as of the close of business on the
      Closing Date (and for such purpose, the Taxable period of any partnership or
      other pass -through entity in which any Company holds a beneficial interest
      shall be deemed to terminate at such time). With respect to each Company, all
      determinations necessary to give effect to the foregoing allocations shall
      be
      made in a manner consistent with prior practices of such Company.




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(c)  After
      the
      Closing, Sellers shall prepare and file income Tax Returns required for ACS
      and
      Supermarine of Santa Monica for any period ending prior to the Closing Date
      and
      for the period ending on the Closing Date and to the extent allowed by law,
      all
      such Tax Returns shall be filed in a manner consistent with past practice.
      Seller shall also prepare consistent with past practice (to the extent allowed
      by law) all income Tax Returns for Supermarine Investors for the period ending
      on December 31, 2006, although it is understood that Buyer will be required
      to sign and file such income Tax Returns. Buyer shall prepare and file income
      Tax Returns for Supermarine Investors for the period beginning January 1,
      2007. Buyer and Sellers shall cooperate fully, as and to the extent reasonably
      requested by the other party, in connection with the preparation of all Tax
      Returns required with respect to the Business or any Company relating to taxable
      periods (or portions thereof) beginning on or before the Closing and shall
      provide or cause to be provided to one another any records and other information
      reasonably requested by the other Party in connection therewith as well as
      reasonable access to the other Party’s accountant. Each party shall submit a
      draft of any Tax Return which it is required to file hereunder to the other
      party not less than thirty (30) days prior to its due date (including any
      extension of such due date). The other party shall have the opportunity to
      comment upon such Tax Return and the party whose responsibility it is to file
      such Tax Return shall reasonably consider any objection or suggestion that
      other
      party may have. However, the final determination shall be made at the sole
      discretion of the party whose obligation it is to file such Tax Return; provided , however ,
      that
      the Tax Return of Supermarine Investors for the period ending December 31,
      2006
      shall be subject to Buyer’s approval, such approval not to be unreasonably
      withheld. To the extent Taxes are payable which have been reserved upon the
      Closing Balance Sheet which were taken into account as a reduction to the
      Purchase Price pursuant to Section 2.2 of this
      Agreement, the Company which has such reserve shall provide the funds up to
      the
      amount of such reserve to pay any Taxes. To the extent such Taxes exceed any
      such reserve, Sellers shall provide the funds to pay any such Taxes for which
      Sellers are responsible under this Section 11.5 .




(d)  After
      the
      Closing, Buyer and Sellers shall cooperate fully in connection with any Tax
      investigation, audit or other proceeding (“ **Audit** ”)
      relating to the Business or any Company for any taxable periods (or portions
      thereof) beginning on or before the Closing. Seller shall be responsible for,
      and shall be entitled to, handle and manage any such Audit with respect to
      all
      periods for which it is responsible to file Tax Returns. Buyer shall be
      responsible for, and shall be entitled to, handle and manage any such Audit
      with
      respect to all periods for which it is responsible to file Tax Returns. The
      party handling the Audit shall keep the other party reasonably informed with
      respect to such Audit. Such party shall not settle such Audit without the
      consent of the other party, which shall not be unreasonably withheld, delayed
      or
      conditioned, unless the result of such settlement is that any required payment
      does not exceed the amount reserved for Taxes on the Closing Date Balance Sheet
      with respect thereto or the party settling is responsible for, and pays, any
      excess over the amount so reflected. Notwithstanding anything to the contrary
      herein, i n
      no
      event shall the Sellers settle any Audit without Buyer’s consent (which consent
      shall not unreasonably be withheld) if such settlement could materially
      adversely affect the Company with respect to any period after the Closing or
      could reasonably be expected to result in any material liability on the part
      of
      the Company or such successor in interest for which the Sellers are not
      obligated to indemnify the Buyer pursuant to Section
      11.5(a) of this
      Agreement. In
      the
      event the Sellers determine not to challenge any position taken in Audit, to
      the
      extent such position could have a material adverse effect on any of the
      Companies with respect to any period after the Closing, Buyer shall have the
      right to assume the powers and authority to handle such Audit. Any
      information obtained pursuant to Section 11.5(c) ,
      this Section 11.5(d) or
      pursuant to any other Section hereof providing for the sharing of
      information or the review of any Tax Return or other schedule relating to Taxes
      shall be subject to the terms of the Confidentiality Agreement.




-38-


(e)  The
      Purchase Price shall be allocated (i) among the Companies; (ii) to the extent
      allocated to Supermarine of Santa Monica, among the assets of Supermarine of
      Santa Monica; and (iii) to the extent allocated to ACS, among the assets of
      ACS, all in accordance with the Allocation Statement annexed as **Schedule
      11.5(e)** hereto.
      The Allocation Statement has been prepared in accordance with Section 1060
      of
      the Code and any comparable provisions of state, local or foreign Law, as
      appropriate. Buyer, the Companies and Sellers will report the allocation of
      the
      total consideration among the Companies and then among the assets of Supermarine
      of Santa Monica and of ACS in a manner consistent with the Allocation Statement
      and will act in accordance with the Allocation Statement in the preparation
      and
      timely filing of all Tax Returns (including filing Form 8594 or Form 8883,
      as
      applicable, with their respective federal income Tax Returns for the taxable
      year that includes the Closing Date and any other forms or statements required
      by the Code, Regulations, the IRS or any applicable state or local Tax
      authority). The Allocation Statement shall be appropriately adjusted if and
      when
      any Post-Closing Adjustments are made pursuant to Section 2.2 of this
      Agreement. Buyer and Sellers agree to promptly provide the other Party with
      any
      reasonable additional information with respect to Buyer or Sellers, as the
      case
      may be, and reasonable assistance required to complete Form 8594 or Form 8883
      or
      to compute Taxes arising in connection with (or otherwise affected by) the
      transactions contemplated by this Agreement. Each Party will promptly inform
      the
      other of any challenge by any Tax authority to any allocation made pursuant
      to
      this Section
      11.5(e) .
      Any
      challenge to such allocation shall be handled in accordance with Section 11.5(d) .




(f)  Buyer
      and
      the Sellers shall jointly make and file an election under
      Section 338(h)(10) of the Code (and any comparable provisions of state,
      local or foreign Tax law) with respect to the purchase of shares of ACS Common
      Stock and, at Closing, the parties shall execute a Form 8023 (or successor
      form), with all attachments. The parties shall cooperate with each other to
      take
      all actions necessary and appropriate (including filing such additional forms,
      returns, elections, schedules and other documents as may be required) to effect
      and preserve a timely election in accordance with the provisions of Treas.
      Reg.
§ 1.338(h)(10)-1 (or any comparable provisions of state, local or
      non-United States Tax law) or any successor provisions.




-39-


(g)  The
      Sellers shall cause Supermarine of Santa Monica to have in effect for its
      taxable year which includes the Closing an election under Section 754 of
      the Code.




11.6  Reporting
      Cooperation .
      Each
      Seller agrees to provide commercially reasonable assistance to Buyer and its
      Affiliates (at Buyer’s sole cost and expense) to enable Buyer and its Affiliates
      to prepare any and all disclosure material required by applicable federal
      securities Laws and regulations promulgated by the Securities and Exchange
      Commission pursuant thereto (including financial statements and related
      notes in compliance with federal securities Laws), and to enable the Companies’
accountants to consent to the inclusion of such financial statements in
      appropriate filings with the Securities and Exchange Commission. Each
      Seller expressly acknowledges that Buyer will be required to prepare audited
      financial statements for the Companies and their affiliates that are parties
      to
      the Stewart Purchase Agreement for the period ended December 31, 2004, within
      seventy-five (75) days after Closing, and each Seller covenants and agrees
      to
      provide Buyer with such documents, certifications and/or instruments as Buyer
      reasonably requests in connection therewith, including responses to inquiries
      from Buyer’s auditors regarding the Business and management of the
      Companies.




11.7  Further
      Assurances .
      Each
      Party agrees to execute and deliver such further documents and instruments
      and
      to take such further actions after the Closing as may be necessary or desirable
      and reasonably requested by any other Party to give effect to the transactions
      contemplated by this Agreement.




11.8  Litigation
      Support . In
      the
      event and for so long as Buyer, any Company or any of their Affiliates actively
      is contesting or defending against any action, suit, proceeding, hearing,
      investigation, charge, complaint, claim, or demand in connection with
      (i) any transaction contemplated under this Agreement or (ii) any
      fact, situation, circumstance, status, condition, activity, practice, plan,
      occurrence, event, incident, action, failure to act, or transaction that existed
      on or prior to the Closing Date involving any of the Companies, each Seller
      will
      cooperate with Buyer, the Companies and each of their Affiliates in the contest
      or defense and provide such testimony and access to such Seller’s books and
      records as shall be reasonably necessary in connection with the contest or
      defense, all at the sole cost and expense of Buyer (unless the contesting or
      defending party is entitled to indemnification therefor under Article
      9 hereof).
      This provision shall be inapplicable to any direct claims between the Sellers
      on
      the one hand and Buyer, the Companies and their Affiliates on the other
      hand.




11.9  Non-Competition .




(a)  To
      induce
      Buyer to enter into this Agreement, each Seller agrees that, for a period of
      twenty-four (24) months after the Closing Date, such Seller will not, and will
      cause his, her or its Affiliates not to, directly or indirectly, through any
      corporation, limited liability company, partnership, association, joint venture
      or other entity, purchase, invest in, fund or otherwise engage in, or assist
      the
      establishment of, a business which includes fueling rights at Stewart
      International Airport or Santa Monica Municipal Airport as principal or
      agent.




-40-


(b)  To
      induce
      Buyer to enter into this Agreement, each Seller agrees that, for a period of
      twenty-four (24) months after the Closing Date, such Seller will not, and will
      cause his, her or its Affiliates not to:




(i)  solicit
      business, that is competitive with the Business, from any customer of any of
      the
      Companies; or




(ii)  hire
      or
      solicit to perform services (as an employee, consultant or otherwise) any
      persons listed on **Schedule
      3.14(a)(i)** or take
      any actions which are intended to persuade any such person to terminate his
      or
      her association with any Company.




(c)  From
      and
      after the Closing, each Seller shall, and shall cause his, her or its Affiliates
      to, keep confidential and not disclose to any other Person, other than such
      Seller’s accountants, attorneys or financial advisors or to the extent necessary
      to fulfill any legal or existing contractual obligation ( provided , that ,
      any
      such Person to whom information is disclosed is informed of its confidential
      nature and is directed to treat the information confidentially), or use for
      their own benefit or the benefit of any other Person, any information regarding
      any Company, their Affiliates and the material terms of this Agreement
      (including the Purchase Price).




(d)  Each
      Seller acknowledges and agrees that Buyer would be irreparably damaged in the
      event any of the provisions of this Section
      11.9 were not
      performed in accordance with their specific terms or were otherwise breached.
      Accordingly, each Seller agrees that, in addition to any other remedy to which
      Buyer may be entitled at law or in equity, Buyer shall be entitled to seek
      an
      injunction or injunctions to prevent breaches of the provisions of this Section
      11.9 and to
      seek to enforce specifically such provisions.




11.10  Benefit
      Plans .
      Each
      Seller covenants and agrees to cause AAC to (i) permit Hired Employees to roll
      over any loans from the American Airports Corporation 401K Retirement Savings
      Plan (the “ **401(k)
      Plan** ”)
      in-kind to a similar plan maintained by a New Employer or an Affiliate and
      (ii)
      cooperate with Buyer to provide a method for Hired Employees to continue to
      make
      loan repayments to the 401(k) Plan, if required, for a reasonable time after
      the
      Closing Date. The Sellers shall cause AAC or another ERISA Affiliate to continue
      to maintain Group Health Plans and to offer continuation coverage under COBRA
      to
      all M&A qualified beneficiaries (as defined in Treas. Reg. Section
      54.4980B-9, Q&A 4) for the maximum continuation period available under
      COBRA. The Sellers acknowledges that consummation of the transactions
      contemplated by this Agreement will result in a partial termination of the
      401(k) Plan, and the Sellers will cause AAC to cause Hired Employees to become
      one hundred percent (100%) vested in the accrued benefits thereunder as of
      the
      Closing Date. The Sellers
      shall cause the Benefit Plans which are Group Health Plans to pay all claims
      incurred on or before the Closing Date and by participating Hired Employees
      or
      their dependents or beneficiaries to the extent such claims would be paid in
      the
      absence of the transactions contemplated by this agreement.




-41-


11.11  Use
      of
      Supermarine Name .
      Buyer
      acknowledges and agrees that no rights in the name “Supermarine” are being
      acquired by Buyer or retained by the Companies. Promptly following the Closing,
      Buyer shall change the name of Supermarine of Santa Monica from “Supermarine of
      Santa Monica a California Limited Partnership,” and the name of Supermarine
      Investors from “Supermarine Investors, Inc.,” and shall cease using the name
“Supermarine” as soon as commercially practicable following the Closing, but in
      any event, if no third party consents are required to cease using the name
      “Supermarine”, no later than thirty (30) days following the Closing, but if
      third party consents are required, and provided that Buyer is using commercially
      reasonable efforts to obtain such third party consents, no later than one
      (1)
      year following
      the Closing. Buyer shall cooperate with the Sellers and execute such documents
      as the Sellers reasonably request to transfer to the Sellers any and all
      interests in the name “Supermarine.”




11.12  Seller
      Representative .




(a)  David
      G.
      Price is hereby appointed by each Seller (and their successors and assigns)
      as
      agent and attorney-in-fact (the “ **Seller
      Representative** ” )
      for
      each Seller, for and on behalf of such Sellers, (i) to enter into and perform
      the Escrow Agreement, to authorize delivery to the Buyer Indemnified Parties
      of
      cash from the Escrow Funds in satisfaction of claims by the Buyer Indemnified
      Parties, to object to such deliveries, to agree to, negotiate, enter into
      settlements and compromises of, and demand arbitration and comply with orders
      of
      courts and awards of arbitrators with respect to such claims, and to take all
      actions necessary or appropriate in the reasonable judgment of the Seller
      Representative for the accomplishment of the foregoing, and (ii) with the
      consent of the Sellers, to execute any amendment, waiver or consent of this
      Agreement or the Escrow Agreement.




(b)  The
      Seller Representative shall not be liable for any act done or omitted hereunder
      as the Seller Representative while acting in good faith and in the exercise
      of
      reasonable judgment. Sellers shall severally indemnify the Seller Representative
      and hold the Seller Representative harmless against any loss, liability or
      expense incurred without negligence, bad faith or willful misconduct on the
      part
      of the Seller Representative and arising out of or in connection with the
      acceptance or administration of the Seller Representative’s duties hereunder,
      including the reasonable fees and expenses of any legal counsel retained by
      the
      Seller Representative. Buyer is entitled to rely on the actions taken by, and
      consents and approvals given by, the Seller Representative without the need
      to
      investigate whether the Seller Representative has obtained the requisite consent
      described in Section 11.12(a)(ii). Buyer shall be entitled to rely on the
      Seller Representative’s actions, consents and approvals notwithstanding any
      knowledge of Buyer. Buyer shall have no liability for relying on the Seller
      Representative in the foregoing manner.




(c)  Concurrent
      with the execution hereof, each Seller has delivered to the Seller
      Representative certificates representing such Seller’s Ownership Interests along
      with stock powers or other articles of transfer executed in blank authorizing
      the Seller Representative to transfer such Ownership Interests to Buyer at
      the
      Closing solely as all of Sellers’ conditions to Closing are satisfied. Each
      Seller hereby authorizes the Seller Representative to deliver such certificates
      to Buyer in connection with the Closing of the transactions contemplated by
      this
      Agreement in exchange for the contemporaneous payment of the portion of the
      Purchase Price to which such Seller is entitled pursuant to the terms
      hereof.




-42-


11.13  Shareholders
      and Partners Agreement .
      The
      Prices acknowledge and agree that effective as of the date of this Agreement,
      that certain Shareholders and Partners Agreement, dated July 2, 1998, by and
      between Dallas Price and David Price shall cease to apply and be of no further
      force or effect with respect to the Companies.




**ARTICLE
      12**




**MISCELLANEOUS**




12.1  Amendment
      and Waiver .
      This
      Agreement may be amended, and any provision of this Agreement may be waived;
      provided that any such amendment or waiver shall be binding on the Party against
      whom the amendment is being asserted only if such amendment or waiver is set
      forth in a writing executed by such Party against whom the amendment is being
      asserted and then only to the specific purpose, extent and instance so provided.




12.2  Notices .
      All
      notices, demands and other communications to be given or delivered under or
      by
      reason of the provisions of this Agreement shall be in writing and shall be
      deemed to have been given when personally delivered, when mailed by certified
      mail, return receipt requested, when sent by facsimile with confirmation of
      receipt received, or when delivered by overnight courier with executed receipt.
      Notices, demands and communications to the Sellers or Buyer shall, unless
      another address is specified in writing in accordance herewith, be sent to
      the
      address indicated below:




Notices
      to any Seller :




David
      G.
      Price


Chairman
      & CEO


American
      Airports Corporation


2425
      Olympic Blvd.


Suite
      #650 East


Santa
      Monica, CA 90404


Tel:
      (310) 752-0567


Fax:
      (310) 752-0566




with
      a
      copy to:





Bernard
      Shearer, Esq.


Greenberg
      Glusker Fields Claman & Machtinger LLP


1900
      Avenue of the Stars


Suite
      2100


Los
      Angeles, California 90067


Tel:
      (310) 201-7426


Fax:
      (310) 201-2326




-43-


Notices
      to Buyer :




Macquarie
      FBO Holdings LLC




c/o
      Macquarie Infrastructure Company


125
      West
      55 th Street


New
      York,
      New York 10019


Attention:
      Peter Stokes


Tel:
      (212) 231-1000


Fax:
      (212) 231-1717




with
      copies to:




Executive
      Air Support, Inc.


6504
      International Parkway


Suite
      1100


Plano,
      Texas 75093


Attention:
      Louis T. Pepper


Tel: (997)
      447-4200


Fax:
      (972) 447-4229




and




Pillsbury
      Winthrop Shaw Pittman LLP


1650
      Tysons Blvd., Suite 1400


McLean,
      Virginia 22102


Attention:
      Craig E. Chason, Esq.


David
      J.
      Charles, Esq.


Tel:
      (703) 770-7900


Fax:
      (703) 770-7901





12.3  Assignment .
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the Parties and their respective successors and assigns. Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assignable by any Party without the prior written consent of the other
      Parties; provided , however ,
      that
      Buyer may, upon written notice to the Sellers, assign in whole its right, title
      and interest under this Agreement to any of its Affiliates; provided , further ,
      that
      such assignment shall not release Buyer from its indemnification and other
      obligations hereunder.




12.4  Captions .
      The
      captions used in this Agreement are for convenience of reference only and do
      not
      constitute a part of this Agreement and shall not be deemed to limit,
      characterize or in any way affect any provision of this Agreement, and all
      provisions of this Agreement shall be enforced and construed as if no caption
      had been used in this Agreement.


-44-


12.5  Complete
      Agreement; Schedules and Exhibits .
      Each
      schedule and exhibit delivered pursuant to the terms of this Agreement shall
      be
      in writing and shall constitute a part of this Agreement, although schedules
      need not be attached to each copy of this Agreement. This Agreement, together
      with such schedules and exhibits, and the documents referred to herein contain
      the complete agreement between the Parties and supersede any prior
      understandings, agreements or representations by or between the Parties, written
      or oral, which may have related to the subject matter hereof in any
      way.




12.6  Governing
      Law .
      The
      Laws of the State of California, without regard to conflict of law doctrines,
      govern all questions concerning the construction, validity and interpretation
      of
      this Agreement and the performance of the obligations imposed by this
      Agreement. Each
      Party has been represented by its own counsel in connection with the negotiation
      and preparation of this Agreement and, consequently, each Party hereby waives
      the application of any rule of Law that would otherwise be applicable in
      connection with the interpretation of this Agreement, including but not limited
      to any rule of law to the effect that any provision of this Agreement shall
      be
      interpreted or construed against the party whose counsel drafted that
      provision.




12.7  Counterparts .
      This
      Agreement may be executed by facsimile transmission and in counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.




12.8  Third
      Party Beneficiaries .
      Except
      with respect to any indemnification claim by a Buyer Indemnified Party or Seller
      Indemnified Party, nothing in this Agreement is intended or will be construed
      to
      entitle any Person, other than Buyer and the Sellers or their respective
      permitted transferees and assigns, to any claim, cause of action, remedy or
      right of any kind.




12.9  Severability .
      The
      validity, legality or enforceability of the remainder of this Agreement will
      not
      be affected even if one or more of the provisions of this Agreement will be
      held
      to be invalid, illegal or unenforceable in any respect.




12.10  Expenses .
      Except
      as otherwise expressly set forth in this Agreement, each Party shall, whether
      or
      not the transactions contemplated hereby are consummated, pay all costs and
      expenses incurred by or on behalf of such Party in connection with the
      negotiation, execution and Closing of this Agreement and the transactions
      contemplated hereby and its investigation and evaluation of the Ownership
      Interests and the Companies. Notwithstanding
      the foregoing, Buyer and the Sellers agree to share equally the fees and
      expenses of the Escrow Agent in connection with the Escrow Agreement and the
      transactions contemplated thereby.






[ *Signatures
      on Next Page* ]


-45-


IN
      WITNESS WHEREOF, each of the Parties has duly executed and delivered this
      Agreement as of the Effective Date.




**SELLERS:**




/s/ David
              G. PriceDavid
              G. Price, individually and as trustee for the David G.
              Price 2006 Family Trust dated January 13, 2006 /s/ Dallas
              P.
              Price-Van BredaDallas
              P. Price-Van Breda, individually and as trustee for
              the Dallas Price-Van Breda 2006 Family Trust dated May 3,
              2006**SUPERMARINE AVIATION,
              LIMITED**


/s/ David
              G.
              PriceDavid
              G. Price, President**BUYER:**
            **MACQUARIE FBO HOLDINGS
              LLC**By:MACQUARIE
              INFRASTRUCTURECOMPANY
                INC. (d/b/a Macquarie Infrastructure Company (USA)),as
                Managing Member By:
                /s/ Peter Stokes
              
              Name:
                Peter StokesIts:
                Chief
                Executive Officer


-46-


EXHIBIT
      “A”




**DEFINITIONS**




A.
            Certain
                Matters of Construction.
                For purposes of this Agreement,
                in addition to the definitions referred to or set forth in this**Exhibit
                “A”**:




1.
            Reference
                to a particular Section of this Agreement will include all its
                subsections.




2.
            The
                words “**Party**”
                and “**Parties**”
                will refer to the Sellers and Buyer.




3.
            Definitions
                will apply to both the singular and plural forms of the terms defined,
                and
                references to the masculine, feminine or neuter gender will include
                each
                other gender.




4.
            All
                references in this Agreement to any Exhibit or Schedule will, unless
                the
                context otherwise requires, be deemed to be a reference to an Exhibit
                or
                Schedule, as the case may be, to this Agreement, all of which are
                made a
                part of this Agreement.




B.  Definitions.




“ **401(k)
      Plan** ”
is
      defined in Section
      11.10 .




“ **AAC** ”
is
      defined in the recitals.




“ **Accounting
      Principles** ”
is
      defined in Section
      2.2(a) .




“ **ACS** ”
is
      defined in the recitals.




“ **ACS
      Common Stock** ”
is
      defined in Section
      3.5(a) .




“ **Actual
      Net Working Capital Adjustment** ”
is
      defined in Section
      2.2(c) .




“ **Adjustment
      in Favor of Buyer** ”
is
      defined in Section
      2.2(c) .




“ **Adjustment
      in Favor of Sellers** ”
is
      defined in Section
      2.2(c) .




“ **Affiliate** ”
means
      an individual or entity that directly or indirectly, through one or more
      intermediaries, controls, or is controlled by, or is under common control with,
      a specified individual or entity. For purposes of this definition, “control”
shall include, without limitation, the exertion of significant influence over
      an
      individual or entity and shall be conclusively presumed as to any fifty percent
      (50%) or greater equity interest.




“ **Allocation
      Statement** ”
is
      defined in Section
      11.5(d) .




“ **Audited
      Statements** ”
is
      defined in Section
      3.6(b) .




-47-


“ **AVFUEL
      Agreement** ”
is
      defined in Section
      5.1(a) .




“ **Benefit
      Plans** ”
is
      defined in Section
      3.13(a) .




“ **Business** ”
is
      defined in the recitals.




“ **Business
      Day** ”
means
      any day other than a Saturday, Sunday, or day on which commercial banks are
      authorized by law to close in New York City.




“ **Buyer** ”
is
      defined in the Preamble.




“ **Buyer
      Indemnified Parties** ”
is
      defined in Section
      9.1 .




“ **Buyer
      Objection Notice** ”
is
      defined in Section
      2.2(d) .




“ **Buyer
      Sub** ”
is
      defined in Section
      1.1(c) .




“ **Cap** ”
is
      defined in Section
      9.4(b) .




“ **Charter
      Documents** ”
shall
      mean, as applicable, the specified entity’s (i) certificate or articles of
      incorporation or formation or other charter or organizational documents, and
      (ii) bylaws or operating agreement, each as from time to time in
      effect.




“ **Claim** ”
means
      any action or proceeding instituted by any third party.




“ **Closing** ”
is
      defined in Section
      8.1 .




“ **Closing
      Date** ”
is
      defined in Section
      8.1 .




“ **Closing
      Date Balance Sheet** ”
is
      defined in Section
      2.2(b) .




“ **Closing
      Funds** ”
is
      defined in Section
      2.1 .




“ **Closing
      Net Working Capital** ”
is
      defined in Section
      2.2(b) .




“ **Closing
      Net Working Capital Adjustment** ”
is
      defined in Section
      2.2(a) .




“ **COBRA** ”
means
      Section 4980B of the Code, Part 6 of Title I of ERISA, similar provisions of
      state law and applicable regulations relating to any of the
      foregoing.




**“Code”** means
      the Internal Revenue Code of 1986, as amended.




“ **Company** ”
and
      “ **Companies** ”
are
      defined in the recitals.




“ **Confidentiality
      Agreement** ”
is
      defined in Section
      11.2 .




“ **Contracts
      Schedule** ”
means **Schedule
      3.10** .




“ **Effective
      Date** ”
is
      defined in the Preamble.




-48-


“ **Effective
      Time** ”
is
      defined in Section
      8.1 .




“ **Employee
      Pension Benefit Plan** ”
has
      the
      meaning set forth in Section 3(2) of ERISA.




“ **Employee
      Welfare Benefit Plan** ”
has
      the
      meaning set forth in Section 3(1) of ERISA.




“ **Encumbrance** ”
means
      any mortgage, charge, claim, option, right to acquire, pledge, lien, security
      interest, attachment or other encumbrance, including any agreement to create
      any
      of the foregoing.




“ **Environmental
      Law** ”
means
      all applicable Laws pertaining to the environment, Hazardous Materials,
      pollution or occupational safety and health, and includes without limitation
      the
      Comprehensive Environmental Response, Compensation and Liability Act of 1980,
      as
      amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.
      §§ 9601 et. seq. (“ **CERCLA** ”),
      Solid
      Waste Disposal Act, as amended by the Resource Conservation and Recovery Act
      of
      1986 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et
      seq., the Oil Pollution Act of 1990, 33 U.S.C. §§ 2701 et seq. and
      implementing state Laws promulgated thereunder.




“ **Environmental
      Permits** ”
means
      all material permits, approvals, certificates and licenses required under any
      Environmental Law.




“ **ERISA** ”
means
      the Employee Retirement Income Security Act of 1974, as amended.




“ **ERISA
      Affiliate** ”
means
      each Person that is or was required to be treated as a single employer with
      any
      Company under Section 414 of the Code or Section 4001(b)(1) of
      ERISA.




“ **Escrow
      Agent** ”
means
      Wachovia Bank.




“ **Escrow
      Agreement** ”
is
      defined in Section
      2.1 .




“ **Escrow
      Funds** ”
is
      defined in Section
      2.1 .




“ **Estimated
      Net Working Capital Adjustment** ”
is
      defined in Section
      2.2(a) .




“ **Expiration
      Date** ”
is
      defined in Section
      9.5 .




“ **Facility** ”
is
      defined in the recitals.




“ **Final
      Payment** ”
is
      defined in Section
      2.2(f) .




“ **Financial
      Statements** ”
is
      defined in Section
      3.6(b) .




“ **Funded
      Indebtedness** ”
means
      (i) all indebtedness for money borrowed (whether in the form of direct
      loans or capital leases) and purchase money indebtedness, (ii) indebtedness
      of the type described in clause (i) above secured by any lien upon
      property owned by any Company, even though such Company has not in any manner
      become liable for the payment of such indebtedness, (iii) interest expense
      accrued but unpaid, and all prepayment premiums, on or relating to any of such
      indebtedness, (iv) indebtedness of the type described in
      clause (i) above guaranteed, directly or indirectly, by any Company,
      and (v) any purchase money indebtedness for premiums for insurance
      maintained by any Company to the extent the outstanding balance thereof exceeds
      the amortized value of the premiums.




-49-


“ **GAAP** ”
means
      U.S. generally accepted accounting principles.




“ **Ground
      Lease** ”
means
      that certain Fixed Base Operator Lease Agreement (Agreement Number 4671 (CCS))
      dated May 1, 1986 and amended (1) May 5, 1987, (2) November 25, 1987, (3)
      October 31, 1988 and (4) April 3, 2003 between the City of Santa Monica and
      Supermarine of Santa Monica., for premises and operations located at Santa
      Monica Municipal Airport, including all amendments, supplements and
      modifications thereto.




“ **Group
      Health Plan** ”
has
      the
      meaning set forth in Code Section 5000(b).




“ **Hazardous
      Material** ”
means
      any substance, pollutant, contaminant, radiation or chemical which has been
      determined under applicable Environmental Laws to be hazardous to human health
      or safety or the environment including, without limitation, all of those
      substances which are listed or defined as “pollutants,” “contaminants,”
“hazardous materials,” “hazardous wastes,” “hazardous substances,” “toxic
      substances,” “radioactive materials,” or other similar designations pursuant to
      Environmental Laws.




“ **Hired
      Employees** ”
is
      defined in Section
      5.8(b)(ii) .




“ **HSR
      Act** ”
means
      the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from time
      to time.




“ **Indemnified
      Party** ”
means
      a
      Buyer Indemnified Party or a Seller Indemnified Party, as applicable.




“ **Indemnifying
      Party** ”
means
      the Party obligated to indemnify an Indemnified Party.




“ **Indemnifiable
      Losses** ”
means
      any Loss for or against which any Party is entitled to indemnification under
      this Agreement.




“ **Insurance
      Policies** ”
is
      defined in Section
      3.10(b) .




“ **Intellectual
      Property** ”
means
      all trademarks and trade names, trademark and trade name registrations, service
      marks and service mark registrations, copyrights and copyright registrations,
      patent and patent applications and all material licenses and other agreements
      and information relating to technology, know-how, software or processes used
      in
      or otherwise necessary to the Business, whether proprietary to any Company
      or
      licensed or otherwise authorized to use by others.




“ **Interim
      Unaudited Statements** ”
is
      defined in Section
      3.6(b) .




“ **Law** ”
means
      any federal, state or local law, statute, rule or regulation and any resolution,
      ruling, ordinance, enactment, judgment, order, decree, directive or other
      requirement having the force of law, including any official interpretation
      of
      any of the foregoing, of or by any governmental authority, as in effect from
      time to time.




-50-


“ **Lease** ”
and
      “ **Leases** ”
are
      defined in Section
      3.8(a) .




“ **Leases
      Schedule** ”
means **Schedule
      3.8** .




“ **Liabilities
      Schedule** ”
means **Schedule
      3.4** .




“ **Loss** ”
means
      any and all costs and expenses (including, but not limited to, reasonable
      professionals’ fees), damages and losses actually incurred by the Indemnified
      Party.




“ **Material
      Contracts** ”
is
      defined in Section
      3.10(b) .




“ **New
      Employer** ”
is
      defined in Section
      5.8(b) .




“ **Offerees** ”
is
      defined in Section
      5.8(b)(i) .




“ **Ownership
      Interests** ”
is
      defined in Section
      1.1 .




“ **Pension
      Plans** ”
is
      defined in Section
      3.13(a) .





“ **Permits** ”
is
      defined in Section
      3.15 .





“ **Person** ”
means
      any natural person, limited liability company, partnership, trust,
      unincorporated organization, corporation, association, joint stock company,
      business, group, governmental authority (including any subdivision thereof)
      or
      other entity or body.





“ **Personal
      Property** ”
is
      defined in Section
      3.8(c) .




“ **Prices** ”
is
      defined in the Preamble.




“ **Prohibited
      Transactions** ”
has
      the
      meaning set forth in ERISA Section 406 and Section 4975 of the
      Code.





“ **Purchase
      Price** ”
is
      defined in Section
      2.1 .




“ **Referee** ” **** is
      defined in Section
      2.2(e) .




“ **Seller
      1** ”
is
      defined in the Preamble.




“ **Seller
      2** ”
is
      defined in the Preamble.




“ **Seller
      3** ”
is
      defined in the Preamble.




“ **Sellers** ”
is
      defined in the Preamble.




“ **Seller
      Indemnified Parties** ”
is
      defined in Section
      9.2 .




“ **Seller
      Representative** ”
is
      defined in Section
      11.12 .




-51-


“ **Seller
      Adjustment Notice** ”
is
      defined in Section
      2.2(c) .




“ **SI
      Common Stock** ”
is
      defined in Section
      3.5(b) .




“ **SOSM
      GP Interests** ”
is
      defined in Section
      3.5(c) .




“ **SOSM
      LP Interests** ”
is
      defined in Section
      3.5(c) .




“ **Stewart
      Purchase Agreement** ”
is
      defined in the recitals.




“ **Subsidiary** ”
means
      any entity of which any Company (or other specified entity) owns directly or
      indirectly through a Subsidiary, a nominee arrangement or otherwise at least
      a
      majority of the outstanding capital stock (or other shares of beneficial
      interest) entitled to vote generally.





“ **Supermarine
      Investors** ”
is
      defined in the recitals.




“ **Supermarine
      of Santa Monica** ”
is
      defined in the recitals.




“ **Target
      Closing Net Working Capital** ”
is
      defined in Section
      2.2(a) .





“ **Tax** ”
means
      any foreign, federal, state, county or local income, sales and use, excise,
      franchise, real and personal property, transfer, gross receipt, capital stock,
      production, business and occupation, disability, employment, payroll, severance
      or withholding tax or charge imposed by any governmental entity, together with
      any interest, assessments, fines additions and penalties (civil or criminal)
      related thereto or to the nonpayment thereof, and any Loss in connection with
      the determination, settlement or litigation of any Tax liability; (ii)
      any
      liability for the payment of any amounts of the type described in clause (i)
      as
      the result of being (or ceasing to be) a member of an affiliated, consolidated,
      combined or unitary group (or being included (or required to be included) in
      any
      Tax Return related thereto); and (iii) any liability for the payment of any
      amounts as a result of an express or implied obligation to indemnify or
      otherwise assume or succeed to the liability of any other Person with respect
      to
      the payment of any amounts of the type described in clause (i) or clause
      (ii).





“ **Tax
      Return** ”
means
      a
      report, return or other information supplied to or required to be supplied
      to a
      governmental entity with respect to Taxes including
      any schedule or attachment thereto, and including any amendment thereof, and
      shall
      be treated as a Tax Return of each entity included or required to be included
      in
      a return filed on a combined, consolidated, unitary or similar .




“ **Threshold** ”
is
      defined in Section
      9.4(a) .




“ **Transaction
      Documents** ”
is
      defined in Section
      8.3 .




“ **Unaudited
      2005 Statements** ”
is
      defined in Section
      3.6(a) .




“ **Unaudited
      2006 Statements** ”
is
      defined in Section
      3.6(a) .




“ **Unaudited
      Financial Statements** ”
is
      defined in Section
      3.6(a) .




“ **Welfare
      Plan** ”
is
      defined in Section
      3.13(a) .




-52-


EXHIBIT
      “C”




**PURCHASE
      PRICE ALLOCATION**




**Name**
            
            **Percentage
                Allocation****David
                G. Price**
            
            **25.45**%******Dallas
                P. Price Van-Breda**
            
            **25.45**%******Supermarine
                Aviation, Limited**
            
            **49.10**%******Total:**
            
            **100**%****







-53-