Assignment and Consent dated December 22,2006



 Exhibit 10 (ff) 
 ASSIGNMENT AND CONSENT 
 THIS ASSIGNMENT AND CONSENT (the “Assignment”)is made and
entered into this 22 day of December, 2006, by and among NJI SALES, INC., formerly known as EJI SALES, INC., a Delaware corporation, having its principal office and place of business at 108 Traders Cross, Suite 200, Okatie, SC 29909 (“NJI
SALES”), NETJETS INTERNATIONAL, INC., formerly known as EXECUTIVE JET INTERNATIONAL, INC., a Delaware corporation, having its principal office and place of business at 108 Traders Cross, Suite 200, Okatie, SC 29909 (“NJI”), NETJETS
SERVICES, INC., formerly known as Executive Jet Services, Inc., a Delaware corporation, whose address is 4111 Bridgeway Avenue, Columbus, Ohio 43219 (“SERVICES”), ALBERTO-CULVER USA, INC., a Delaware corporation, having its principal
office and place of business at 2525 Armitage Avenue, Melrose Park, Illinois 60160 (“ASSIGNOR”) and 18000 LLC, a Delaware limited liability company, whose address is c/o Bernick Holdings, Inc., 401 N. Michigan Avenue, Suite 1818, Chicago,
Illinois 60611 (“ASSIGNEE”). 
 WITNESSETH: 
 WHEREAS, ASSIGNOR and NJI SALES entered into a Gulfstream IV-SP Purchase Agreement dated January 31, 1997 (the “Purchase Agreement”), for the purchase of a fifty percent (50%) undivided
interest in Gulfstream IV-SP aircraft serial number 1295 bearing United States Registration Number N495QS (the “Aircraft”); 
 WHEREAS, ASSIGNOR and NJI entered into a Gulfstream IV-SP Management Agreement dated January 31, 1997, as amended, covering the Aircraft (the “Management Agreement”); 
 WHEREAS, ASSIGNOR and SERVICES entered into a Gulfstream IV-SP Master Interchange Agreement dated January 31, 1997, covering the Aircraft
(the “Master Interchange Agreement”); 
 WHEREAS, ASSIGNOR and other undivided interest owners of the Aircraft entered into
a Gulfstream IV-SP Owners Agreement dated January 30, 1997, covering certain agreements among themselves (the “Owners Agreement”); 
 WHEREAS, ASSIGNOR, Gulfstream Aerospace Corporation, NJI, NJI SALES, and SERVICES entered into an Assignment and Consent Agreement dated August 17, 1999, wherein ASSIGNOR assigned its rights to and obligations for a thirty-seven
and one-half percent (37.5%) undivided interest in the Aircraft, arising from and after August 17, 1999 to Gulfstream Aerospace Corporation, and Gulfstream Aerospace Corporation assumed ASSIGNOR'S rights and obligations for a thirty-seven
and one-half percent (37.5%) undivided interest in the Aircraft arising from and after August 17, 1999; 
 WHEREAS, pursuant
to Section 7 of the Purchase Agreement, ASSIGNOR wishes to assign a six and one-quarter percent (6.25%) interest in the Aircraft (the “Assigned Interest”) and to maintain a six and one-quarter percent (6.25%) undivided
interest in the Aircraft (the 

  

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“Remaining Interest”), by assigning its rights to and obligations under the aforementioned agreements for the Assigned Interest arising from and
after the date hereof to ASSIGNEE, and ASSIGNEE wishes to assume ASSIGNOR’S rights and obligations arising from and after the date hereof under the aforementioned agreements with regard to the Assigned Interest; and 
 WHEREAS, NJI SALES, NJI and SERVICES wish to give their consent to such assignment. 
 NOW, THEREFORE, the parties to this Assignment and Consent agree as follows: 
  

	 	1.	Effective upon the Closing (as hereinafter defined), ASSIGNOR hereby assigns to ASSIGNEE clear title to the Assigned Interest, and ASSIGNEE accepts ownership of the Assigned
Interest and assumes all the associated obligations under the aforementioned agreements with regard to the Assigned Interest arising from and after the Closing. 

  

	 	2.	The aforementioned agreements with regard to the Assigned Interest are hereby assigned from ASSIGNOR to ASSIGNEE for a purchase price equal to One Million Two Hundred Thousand
Dollars ($1,200,000.00), plus any applicable sales tax (the “Purchase Price”) paid in immediately available funds. 

  

	 	3.	ASSIGNOR will maintain the Remaining Interest. 

  

	 	4.	NJI SALES, NJI and SERVICES agree and consent to this Assignment. 

  

	 	5.	The Schedule to the Management Agreement is amended by deleting the current Schedule and replacing it with the Assigned Interest Schedule and the Remaining Interest Schedule.


  

	 	6.	The ASSIGNEE agrees to all terms and conditions of the aforementioned agreements and shall be entitled to all claims, rights, and benefits thereunder or resulting therefrom.


  

	 	7.	The Closing (the “Closing”) shall take place on December 22, 2006 provided that the Aircraft shall then be positioned on the ground in one of the following states:
New Hampshire, Oregon, Alaska, Montana, Massachusetts, Connecticut, or Delaware (collectively, the “Closing Jurisdiction”). In the event NJI is unable to position the Aircraft on the ground in one of the Closing Jurisdictions on or before
January 2, 2007, NJI shall use commercially reasonable efforts to position the Aircraft on the ground in one of the Closing Jurisdictions as soon as practicable. In addition to the foregoing, the following conditions shall be satisfied prior to
Closing: (i) each of ASSIGNOR and ASSIGNEE has executed and delivered to NJI this Assignment and all related documents: and (ii) ASSIGNOR has delivered to NJI an executed Form 8050-2 Aircraft Bill of Sale for the Assigned Interest, in a
form acceptable for recording with the Federal Aviation Administration (the “FAA”). NJI shall prepare and arrange for filing with the FAA Aircraft Registry, all necessary documents sufficient to transfer and record the ownership of the
Assigned Interest to ASSIGNEE. 

  

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	 	8.	This Assignment shall be governed by the laws of the State of Ohio without giving effect to Ohio’s principles of conflicts of laws, and shall be construed in a manner
consistent with the obligations of the parties under the aforementioned agreements. 

  

	 	9.	This Assignment may be executed in counterparts, which shall, individually or in the aggregate, constitute a fully executed and binding agreement. 

  

	 	10.	From the date hereof, except as provided herein, ASSIGNOR shall have no further liability under the aforementioned agreements with regard to the Assigned Interest and the ASSIGNEE
shall assume all of the ASSIGNOR’S rights, duties and liabilities under the aforementioned agreements with regard to the Assigned Interest arising from and after the date hereof. 

  

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 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their
duly authorized representatives. 
  

									
	NJI SALES, INC.	 		 	ALBERTO-CULVER USA, INC.
	(“NJI SALES”)	 		 	(“ASSIGNOR”)
					
	BY:	 	 /s/ William D. Wulf
	 		 	BY:	 	 /s/ Gary P. Schmidt

		 	William D. Wulf	 		 		 	Gary P. Schmidt
	Title:	 	Senior Vice President and CFO	 		 	Title:	 	Secretary
			
	18000 LLC	 		 	NETJETS INTERNATIONAL, INC.
	(“ASSIGNEE”)	 		 	(“NJI”)
					
	By:	 	Bernick Holdings, Inc.	 		 	BY:	 	 /s/ William D. Wulf

	Its:	 	Sole Member	 		 		 	William D. Wulf
		 		 		 	Title:	 	Senior Vice President and CFO
	By:	 	 /s/ Howard B. Bernick
	 		 		 	
		 	Howard B. Bernick	 		 		 	
	Title:	 	President	 		 		 	
				
	NETJETS SERVICES, INC.	 		 		 	
	(“SERVICES”)	 		 		 	
					
	BY:	 	 /s/ David S. Beach
	 		 		 	
		 	David S. Beach	 		 		 	
	Title:	 	Senior Vice President	 		 		 	

  

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 ASSIGNED INTEREST SCHEDULE 
  

			
	Interest Percentage	  	6.25%
		
	Monthly Management Fee	  	$14,597 (subject to Annual Escalation)*
		
	Established Avg. Rate per Gallon for Fuel	  	$1.60
		
	Fuel Variable Rate	  	$8.33 per Occupied Hour per $.01 Differential
		
	Minimum Telephonic Notice	  	10 Hours
		
	Allotted Hours	  	50 hours per year (or prorated for part thereof)
		
	Occupied Hourly Rate Charge	  	$3,915 (subject to Annual Escalation)*
		
	Annual Available Hours per year	  	62.5 hours per year
		
	Ferry Charge	  	$2,301 per hour (subject to Annual Escalation)*

 Supplemental Hourly Charge: 
 $12,681 per Occupied Hour (subject to Annual Escalation)* for each hour flown in excess of 50.0 Occupied Hours per year (excluding up to 12.5 Carry Over Hours, if available) or $13,950 for each hour flown in excess of 62.5 Occupied Hours
per year (excluding up to 12.5 Carry Over Hours, if available). 
  

			
	Gulfstream IV-SP (GIV-SP)	  	
	Serial No.	  	1295
	FAA Registration No.	  	N495QS



	*	Annual Escalation—Each of the applicable Occupied Hourly Rate Charge, Ferry Charge and Supplemental Hourly Charge shall be adjusted by the Consumer Price Index and the Monthly
Management Fee shall be adjusted by the greater of the Consumer Price Index or 3.75% (on a cumulative basis) on January 1 of each year commencing January 1, 2007. 

  

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 EXCHANGE SCHEDULE PURSUANT TO SECTION 8 
 In the event Owner requests use of an Aircraft other than a Gulfstream IV-SP aircraft then the Passenger Occupied Hours applicable for such trip shall be adjusted as
follows: 
  

			
	 Type of Aircraft
	  	 Percentage Equivalent to Use of a Gulfstream
IV-SP

	Citation V Ultra	  	  45%
	Hawker 400XP	  	  48%
	Citation Encore	  	  50%
	Citation Excel	  	  55%
	Hawker 800XP	  	  60%
	Citation X	  	  75%
	Gulfstream 200	  	  80%
	Falcon 2000/ Falcon 2000EX EASy	  	  85%
	Gulfstream IV-SP / Gulfstream 400 / Gulfstream 450	  	100%
	Gulfstream V / Gulfstream 550	  	130%
	Boeing 737-700	  	180%

 NJI reserves the right in its sole discretion to amend the above percentages and to add or delete type of aircraft
on sixty (6O) days prior written notice. 
  

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 REMAINING INTEREST SCHEDULE 
  

			
	Interest Percentage	  	6.25%
		
	Monthly Management Fee	  	$14,597 (subject to Annual Escalation)*
		
	Established Avg. Rate per Gallon for Fuel	  	$1.60
		
	Fuel Variable Rate	  	$8.33 per Occupied Hour per $.01 Differential
		
	Minimum Telephonic Notice	  	10 Hours
		
	Allotted Hours	  	50 hours per year (or prorated for part thereof)
		
	Occupied Hourly Rate Charge	  	$3,915 (subject to Annual Escalation)*
		
	Annual Available Hours per year	  	62.5 hours per year
		
	Ferry Charge	  	$2,301 per hour (subject to Annual Escalation)*

 Supplemental Hourly Charge: 
 $12,681 per Occupied Hour (subject to Annual Escalation)* for each hour flown in excess of 50.0 Occupied Hours per year (excluding up to 12.5 Carry Over Hours, if available) or $13,950 for each hour flown in excess of 62.5 Occupied Hours
per year (excluding up to 12.5 Carry Over Hours, if available). 
  

			
	Gulfstream IV-SP (GIV-SP)	  	
	Serial No,	  	1295
	FAA Registration No.	  	N495QS



	*	Annual Escalation—Each of the applicable Occupied Hourly Rate Charge, Ferry Charge and Supplemental Hourly Charge shall be adjusted by the Consumer Price Index and the Monthly
Management Fee shall be adjusted by the greater of the Consumer Price Index or 3.75% (on a cumulative basis) on January 1 of each year commencing January 1, 2007. 

  

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 EXCHANGE SCHEDULE PURSUANT TO SECTION 8 
 In the event Owner requests use of an Aircraft other than a Gulfstream IV-SP aircraft then the Passenger Occupied Hours applicable for such trip shall be adjusted as
follows: 
  

			
	 Type of Aircraft
	  	 Percentage Equivalent to Use of a Gulfstream
IV-SP

	Citation V Ultra	  	  45%
	Hawker 400XP	  	  48%
	Citation Encore	  	  50%
	Citation Excel	  	  55%
	Hawker 800XP	  	  60%
	Citation X	  	  75%
	Gulfstream 200	  	  80%
	Falcon 2000/ Falcon 2000EX EASy	  	  85%
	Gulfstream IV-SP / Gulfstream 400 / Gulfstream 450	  	100%
	Gulfstream V / Gulfstream 550	  	130%
	Boeing 737-700	  	180%

 NJI reserves the right in its sole discretion to amend the above percentages and to add or delete type of aircraft
on sixty (60) days prior written notice. 
  

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	 UNITED STATES OF AMERICA

 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
  
 AIRCRAFT BILL OF SALE
	  	 FORM APPROVED
 OMB NO. 2120-0042

		 	
	 	 	 FOR AND IN CONSIDERATION OF $1+OVC THE
 UNDERSIGNED OWNER(S) OF THE FULL
 LEGAL AND BENEFICIAL TITLE OF*
THE
 AIRCRAFT DESCRIBED AS FOLLOWS:
	  	
			 	
	UNITED STATES	 	N	 	495QS	  	
	REGISTRATION NUMBER	 	 	  	
	 AIRCRAFT MANUFACTURER & MODEL
 Gulfstream Aerospace G-IV
	  	
	 AIRCRAFT
SERIAL No.
 1295
	  	
	 DOES THIS 22nd
DAY OF December 2006
 HEREBY SELL, GRANT, TRANSFER AND
 DELIVER ALL RIGHTS, TITLE, AND INTERESTS
 IN AND TO* SUCH AIRCRAFT UNTO:
	  	 Do Not Write In This Block
 FOR FAA USE ONLY

	PURCHASER	 	 NAME AND ADDRESS
 (IF INDIVIDUAL(S), GIVE LAST NAME, FIRST
 NAME, AND MIDDLE INITIAL)
  
 18000 LLC
 Two Leadership Square
 10th Floor
 Oklahoma City, OK 73102
	  	 UNDIVIDED INTEREST
 *6.25% of 100%

	 	DEALER CERTIFICATE NUMBER
	 AND TO THEIR SUCCESSORS EXECUTORS,
ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
 SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF:


	IN TESTIMONY WHEREOF         I         HAVE
SET         MY         HAND AND SEAL THIS 22nd DAY OF December, 2006
	SELLER	 	 NAME(S) OF SELLER
 (TYPED OR PRINTED)
	 	 SIGNATURE(S)
 (IN INK) (IF EXECUTED FOR
 CO-OWNERSHIP, ALL MUST SIGN.)
	  	 TITLE
 (TYPED OR PRINTED)

	 	Alberto-Culver	 		  	
	 	USA, Inc.	 	/s/ Gary P. Schmidt	  	Secretary
	 	 	 	 Gary P. Schmidt
  
	  	 
	 	 	 	 	  	 
	 	 	  
	 	 	 	 	  	 
	 	 	  

 ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED 
 BY LOCAL LAW FOR 
 VALIDITY OF THE INSTRUMENT.) 
 ORIGINAL: 

 AC Form 8050-2
(9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 
  

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 LETTER AGREEMENT 
 December 22, 2006 
 Mr. John F. Dickens 
 Alberto-Culver USA, Inc. 
 2525 Armitage
Avenue 
 Melrose Park, Illinios 60160 
 Mr. Howard Bernick 
 18000 LLC 
 c/o Bernick Holdings, Inc. 
 401 N. Michigan Avenue 
 Suite 1818 
 Chicago, Illinois 60611 
 Dear Mr. Dickens and Mr. Bernick: 
 We
refer to the Purchase Agreement, Management Agreement and Master Interchange Agreement each dated January 31, 1997, and the Owners Agreement dated January 30, 1997 (collectively, the “Operative Documents”) for the acquisition of a
fifty percent (50%) undivided interest in Gulfstream IV-SP aircraft serial number 1295, N495QS (the “Aircraft”) by Alberto-Culver USA, Inc. a Delaware corporation whose address is 2525 Armitage Avenue, Melrose Park, Illinois 60160
(“ACUSA”); and which 50% undivided interest was later reduced, as of August 17, 1999, to a twelve and one-half percent (12.5%) undivided interest. 
 We further refer to the Assignment and Consent dated December 22, 2006 wherein ACUSA assigned half of its interest, (or a six and one-quarter percent (6.25%) undivided interest) in the Aircraft to 18000 LLC, a
Delaware limited liability company whose address is c/o Bernick Holdings, Inc., 401 N. Michigan Avenue, Suite 1818, Chicago, Illinois 60611 (“18000”). Capitalized terms used but not defined herein with respect to the Operative Documents
will have the meaning given to them in the Operative Documents. 
 It is hereby agreed and understood between the parties hereto that upon
the effective date of the Assignment and Consent a Final hours reconciliation will take place with regard to the Allotted Hours used under the ACUSA interest. The final accounting will determine how many Allotted Hours ACUSA was entitled to use
during its pro rata ownership term of the 

  

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12.5% interest. If ACUSA flew less than the Allotted Hours to which it was entitled, then half of those unused Allotted Hours shall be made available to
18000 on the effective date of the Assignment and Consent to be used on a pro rata basis over the term (including the renewal term commencing on January 31, 2007 pursuant to that certain Renewal Amendment between 18000 and NetJets
International, Inc. dated January     , 2007) of the 6.25% interest in the Aircraft for so long as 18000 retains its 6.25% interest. 
 ACUSA does not hereby represent that there are or will be any unused Allotted Hours available to 18000 on the effective date of the Assignment. 
 Except to the extent the terms of the Operative Documents or the Assignment and Consent may be modified or amended by the terms of this Letter Agreement,
all the terms of the Operative Documents and the Assignment and Consent shall continue in full force and effect and shall not otherwise be affected, amended or modified by this Letter Agreement. 
  

							
	Sincerely,	  		 	Agreed and Accepted:
			
		  		 	 Alberto-Culver USA, Inc.
 (“ACUSA”)

	 /s/ William D. Wulf
	  		 		 	
	William D. Wulf	  		 	BY:	 	 /s/ Gary P. Schmidt

	Senior Vice President and CFO	  		 	TITLE:	 	Secretary
	NetJets International, Inc.	  		 		 	
			
		  		 	18000 LLC
		  		 	(“18000”)
				
		  		 	By:	 	Bernick Holdings, Inc.
		  		 	Its:	 	Sole Member
				
		  		 	BY:	 	 /s/ H. B. Bernick

		  		 		 	Howard B. Bernick
		  		 	TITLE:	 	President

  

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 Hours Reconciliation 
 Final Calculation1 
 12/22/06 RCT 
  

								
	 Alberto-Culver USA, Inc.
	  	 	  	 	  	Assignor	 
	Gulfstream IV-SP	  		  		  	N495QS	 
	Interest Size	  		  		  	12.500	%
	Standard Hours Allotted per Year	  		  		  	100.0	 
	Contract Start Date	  		  		  	1/30/2006	 
	 Calculation Date (Estimated Assignment Effective Date)
	  		  		  	12/22/2006	 
	Days Used in Term 2	  		  		  	326	 
	Hours Allotted per Day	  		  		  	0.27397	 
	Standard Hours Allotted for Term	  		  		  	89.3	 
	Carryover Hours 3	  		  	Renewal	  	45.0	 
	 Total Hours Allotted for Term
	  		  		  	134.3	 
	Total Contract Hours Used for Term	  	Preliminary Invoice Ending	  	12/31/2006	  	95.7	 
	(Over) / Under Flown Hours	  		  		  	38.6	 



	 1
	 All calculations subject to change upon final review and distribution of Flight
Activity Invoice. 



	 2
	 Number of days in term will be dependent upon payment of Monthly Management
Fee. 



	 3
	 Previously applied Overflown or Underflown Hours.



  

	*	Does not include a flight on 12/28 from New Orleans to West Palm Beach for approx. 2.5 hours. 

  

			
	 Total Contract Allotted Hours
	  	145.0
	 Total Contract Hours Used
	  	95.7
	 Actual Contract Hours Remaining
	  	49.3

  

								
	 Remaining Interest
	  

	 Gulfstream IV-SP
	 		  		  	N495QS	 
	Interest Size	 		  		  	6.250	%
	Standard Hours Allotted per Year	 		  		  	50.0	 
	 Contract Start Date (Estimated Assignment Effective Date)
	 		  		  	12/22/2006	 
	Original Contract End Date	 		  		  	1/30/2007	 
	Days Contract will be Active	 		  		  	39.0	 
	Years Contract will be Active	 		  		  	0.11	 
	Standard Hours Allotted per Day	 		  		  	0.13699	 
	Standard Hours Allotted for Term	 		  		  	5.3	 
	Hours Allotted per Year (Prorata hours for partial years)	 		  		  	5.3	 
		 	(Over) / Underflown Hours	  	19.3	  		
	 Adjusted Contract Hours Allotted for the Term plus Underflown hours.
	 		  		  	24.6	 
			
	 18000 LLC
	 	Assigned Interest	  	Assignee	 
	Assigned Interest Size	 		  		  	6,250	%
	 Standard Hours Allotted per Year
	 		  		  	50.0	 
	 Contract Start Date (Estimated Assignment Effective Date)
	 		  		  	12/22/2006	 
	Original Contract End Date	 		  		  	1/30/2007	 
	Days Remaining in Term	 		  		  	39	 
	Years Remaining in Term	 		  		  	0.11	 
	Standard Hours Allotted per Day	 		  		  	0.13699	 
	Underflown Hours from Alberto-Culver.	 		  		  	19.3	 
	Standard Hours Allotted for Term	 		  		  	5.3	 
	 Adjusted Contract Hours Allotted for the Term plus Underflown hours from Alberto-Culver.
	 		  		  	24.6	 

  

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