STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENT

Exhibit 10.1

STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENT

THIS STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENT (the “Agreement”) is made as of the 17th day of August, 2007, by and among GREENS WORLDWIDE INCORPORATED, an Arizona corporation (the “GRWW”), AIR BROOK AIRPORT EXPRESS, INC., a Delaware corporation (“ARBK”), and AJW PARTNERS, LLC, a Delaware limited liability company (“AJW Partners”), AJW OFFSHORE, LTD., a Caymans Island corporation (“AJW Offshore”), AJW QUALIFIED PARTNERS, LLC, a New York limited liability company (“AJW Qualified Partners”), and 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”).

A.             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 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.

B.             The Purchase Agreement provided for the sale by GRWW to NIR of callable secured convertible notes with an aggregate face amount of $7,807,500, including interest (the “Existing Notes”), due on March 22, 2010 and convertible into common stock, no par value, of GRWW (“GRWW Common Stock”) at a 75% discount to the then current fair market value of GRWW’s common stock as defined in the Existing Notes. In addition, the Purchase Agreement provided for the issuance by GRWW to NIR of warrants to purchase 40,000,000 shares of GRWW Common Stock (the “Existing Warrants”).

C.              In exchange for the issuance of 390,000 shares (the “Preferred Shares”) of Series A preferred stock, $10.00 par value per share, of GRWW (“GRWW Series A Stock”) having the rights set forth herein, ARBK desires to assume 50% of GRWW’s indebtedness to NIR evidenced by the Existing Notes (the “Assumed Debt”).

D.              NIR consents to ARBK’s assumption of the Assumed Debt and agrees to release GRWW from any and all of its obligations relating to the Assumed Debt on the terms and conditions set forth herein.

E.          NIR desires to surrender to GRWW for cancellation the Existing Warrants in exchange for the issuance by GRWW of warrants to purchase 20,000,000 shares of GRWW Common Stock in the aggregate (the “New Warrants”).

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.             Assumption of Debt . ARBK hereby assumes the Assumed Debt in exchange for the Preferred Shares. NIR hereby consents to the assumption of the Assumed Debt to ARBK.

2.             Release . NIR hereby releases GRWW from its obligations relating to the Assumed Debt in consideration for those callable secured convertible notes in the aggregate principal amount of $3,903,750 issued by ARBK, in the form of attached Exhibit A , and those callable secured convertible notes in the aggregate principal amount of $3,903,750 issued by GRWW, in the form of attached Exhibit B . The parties acknowledge that NIR modified its organizational structure as of June 30, 2007, and agree that the callable secured convertible notes shall be issued to the following entities in accordance with the following percentages: AJW Master Feed, Ltd., a Cayman Islands corporation (90.9%); AJW Partners (8.8%); and New Millennium (0.3%).

3.             Warrants . At the closing hereof, NIR shall surrender to GRWW for cancellation the Existing Warrants, and GRWW shall deliver to NIR the New Warrants, in the form of attached Exhibit C . The parties agree that the New Warrants shall be issued to the entities and in accordance with the percentages identified in the last sentence of Section 2.

4.             GRWW Series A Stock . The GRWW Series A Stock shall have the rights, preferences, privileges and restrictions set forth in the Certificate of Designation attached as Exhibit D , which shall include, without limitation:

(ii)           The holders of the GRWW Series A Stock, voting as separate class, shall have the right to elect at least one half of the members of the Board of Directors of GRWW at any time, plus one more member, and shall vote on an as converted basis with the holders of GRWW Common Stock on all matters placed before the holders of GRWW Common Stock.

(iii)          GRWW shall not, without first obtaining the affirmative vote or the written consent of the holders of the GRWW Series A Stock, take any of the following actions (whether by merger, consolidation or otherwise):

(A)          effect the sale, lease, license or other disposition of all or substantially all of GRWW’s assets, or which results in the holders of GRWW’s capital stock prior to the transaction owning less than 50% of the voting power of GRWW’s capital stock after the transaction;

(B)          authorize any merger, consolidation or share exchange between GRWW and another entity;

(C)          authorize the voluntary or involuntary liquidation, dissolution or winding up of GRWW or its business; or

(D)         issue any new shares of GRWW Series A Stock or securities convertible into or exercisable for GRWW Series A Stock.

(iv)          Each share of GRWW Series A Stock shall convert into 640 shares of GRWW Common Stock and shall have standard anti-dilution rights as provided in the GRWW articles of incorporation.

5.             Representations and Warranties of ARBK . ARBK represents and warrants as follows:

(a)            Investment Purpose . As of the date hereof, ARBK is purchasing the Preferred Shares and the shares of GRWW Common Stock issuable upon conversion of the Preferred Shares (the “Conversion Shares”) (the Preferred Shares and the Conversion Shares, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended (the “1933 Act”); provided , however , that by making the representations herein, ARBK does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. ARBK recognizes and understands the current articles of incorporation of GRWW do not authorize a sufficient number of shares of GRWW Common Stock to allow it to convert any of the Preferred Shares, which can only be authorized by holders of GRWW Common Stock in a meeting of shareholders that is not currently scheduled. Accordingly, ARBK recognizes that until this occurs, it has no right to convert any of the Preferred Shares to GRWW Common Stock.

(b)            Accredited Investor Status . ARBK is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

(c)            Reliance on Exemptions . ARBK understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that GRWW is relying upon the truth and accuracy of, and ARBK’s compliance with, the representations, warrant