FIRST
      AMENDMENT TO STOCK ISSUANCE, ASSUMPTION AND RELEASE
      AGREEMENT

     

    THIS
      FIRST AMENDMENT TO STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENT (the
      “First Amendment”) is made as of the 21st day of September, 2007, by and among
      GREENS WORLDWIDE INCORPORATED, an Arizona corporation (the “GRWW”), SPORTSQUEST,
      INC. (formerly Air Brook Airport Express, Inc.), a Delaware corporation
      (“ARBK”), and AJW
      PARTNERS, LLC, a Delaware limited liability company (“AJW Partners”), AJW
      OFFSHORE, LTD., a Cayman Islands corporation (“AJW Offshore”), AJW QUALIFIED
      PARTNERS, LLC, a New York limited liability company (“AJW Qualified Partners”),
      NEW MILLENNIUM CAPITAL PARTNERS II, LLC, a New York limited liability company
      (“New Millennium” and together with AJW Partners, AJW Offshore and AJW Qualified
      Partners, “NIR”), and AJW MASTER FUND, LTD., a Cayman Islands corporation (“AJW
      Master Fund” and together with AJW Partners and New Millennium, the “NIR
      Successors”).

    


    R
      E C I T A L S:

    


    A.       GRWW,
      ARBK and NIR entered into a Stock Issuance, Assumption and Release Agreement
      (the “Original Agreement”), dated as of August 17, 2007. Under the terms of the
      Original Agreement, the parties acknowledged that NIR modified its
      organizational structure as of June 30, 2007 and agreed that all callable
      secured convertible notes issued under the Original Agreement shall be issued
      to
      the NIR Successors in the following percentages: AJW Master Fund (90.9%), AJW
      Partners (8.8%), and New Millennium (0.3%).

    


    B.       GRWW
      and NIR entered into a Securities Purchase Agreement dated as of September
      16,
      2005 (the “September 16, 2005 Purchase Agreement”) in which GRWW executed
      callable secured convertible notes (the “September 2005 Notes”), a Securities
      Purchase Agreement dated as of July 31, 2006 in which GRWW executed callable
      secured convertible notes (the “July 2006 Notes”) a Securities Purchase
      Agreement dated as of September 19, 2006, in which GRWW executed callable
      secured convertible notes (the “September 2006 Notes”), a Letter Agreement dated
      as of October 13, 2006 in which GRWW executed callable secured convertible
      notes
      (the “October 2006 Notes”), and a Letter Agreement dated as of November 20, 2006
      in which GRWW executed callable secured convertible notes (the “November 2006
      Notes”) (such purchase agreements, collectively, the “Prior Agreements”). Under
      the Prior Agreements, NIR purchased callable secured convertible notes from
      GRWW
      in the aggregate principal amount of $4,580,000 (collectively the “Initial
      Notes”). 

    


    C.       GRWW
      and NIR entered into a Securities Purchase Agreement (the “Purchase Agreement”)
      dated as of March 22, 2007. The transactions contemplated by the Purchase
      Agreement resulted in a new funding of $625,000 in callable secured convertible
      notes (the “$625,000 Notes” and together with the Initial Notes, the “Original
      Notes”) into GRWW and a restructuring of GRWW’s relationship with NIR. GRWW, NIR
      and certain affiliates of NIR also entered into a Release Agreement, dated
      as of
      March 22, 2007, under which the parties agreed to terminate any prior agreements
      among the parties and to release the other parties from any potential
      claims.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    D.       The
      Purchase Agreement provided for a restructuring of the Original Notes with
      the
      new callable secured convertible notes having an aggregate face amount of
      $7,807,500, including interest, due on March 22, 2010. 

    


    E.       Of
      the Original Notes, the September 2005, July 2006, and $420,000 of the September
      2006 Notes were collectively restructured (the “Restructured Original Notes”)
      and $80,000 of the September 2006 Notes, the October 2006 Notes, the November
      2006 Notes and the $625,000 Notes were collectively restructured (the
“Restructured Later Notes”). The parties acknowledge and agree that the
      aggregate face amount of the Restructured Original Notes is $3,903,750 and
      the
      aggregate face amount of the remaining Restructured Later Notes is
      $3,903,750.

    


    F.       Under
      the Original Agreement, in exchange for the issuance of 390,000 shares of Series
      A Convertible Preferred Stock, $10.00 par value per share, of GRWW, ARBK assumed
      the Restructured Later Notes.

    


    G.       NIR
      consented to ARBK’s assumption of the Restructured Later Notes and released GRWW
      from any and all of its obligations relating to the Restructured Later Notes
      on
      the terms and conditions set forth in the Original Agreement. 

    


    H.
             GRWW, ARBK, NIR and the NIR Successors
      desire to clarify that ARBK assumed the Restructured Later Notes and that GRWW
      remains obligated on the Restructured Original Notes.

    


    NOW,
      THEREFORE, for and in consideration of the foregoing and other good and valuable
      consideration, the receipt and sufficiency of which are acknowledged by the
      parties, the parties agree as follows:

    


    1.       Identification
      of Notes Assumed.
      The
      parties agree and acknowledge that ARBK assumed the Restructured Later Notes
      under the terms of the Original Agreement and that the Restructured Original
      Notes remain an obligation of GRWW. 

    


    2.       No
      Other Amendments.
      Other
      than as amended by this First Amendment, the terms and obligations evidenced
      by
      the Original Agreement remain in full force and effect.


    


    [SIGNATURES
      TO FOLLOW]

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have caused this First Amendment to Stock Issuance, Assumption
      and
      Release Agreement to be duly executed as of the date first above
      written.

    


    


    
      	 	 	 
	 	GREENS WORLDWIDE INCORPORATED
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              R.
                Thomas Kidd, President 

            


    

     

    
      	 	 	 
	 	SPORTSQUEST, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              R.
                Thomas Kidd, CEO

            


    

     

    
      	 	 	 
	 	AJW PARTNERS, LLC
	 	 	 
	 	By:  	SMS
              Group, LLC
	 	 	 
	 	By:  	 
	 	
              

              Corey S. Ribotsky, Manager


    

     

    
      	
            	 	 
	 	AJW OFFSHORE, LTD
	 	 	 
	 	By:  	First
              Street Manager II, LLC
	 	 	 
	 	By:  	 
	 	
              

              Corey S. Ribotsky, Manager


    

    

      	 	 	 
	 	
              AJW
                QUALIFIED PARTNERS, LLC

            
	 	 	 
	 	By:  	
              AJW
                Manager, LLC

            
	 	 	 
	 	By:  	 
	 	
              

              Corey
                S. Ribotsky, Manager

            


    

    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

     

    
      	 	 	 
	 	
              NEW
                MILLENNIUM CAPITAL PARTNERS II, LLC 

            
	 	 	 
	 	By:  	
              First
                Street Manager II, LLC

            
	 	 	 
	 	By:  	 
	 	
              

              Corey
                S. Ribotsky, Manager

            


    

    


    
      	 	 	 
	 	
              AJW
                MASTER FUND, LTD.

            
	 	 	 
	 	By:  	
              First
                Street Manager II, LLC

            
	 	 	 
	 	By:  	 
	 	
              

              Corey
                S. Ribotsky, Manager

            


    

     

     

     

     

     

    
 

    
      
         

      

      
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