AIRCRAFT ADMINISTRATIVE AND FLIGHT SERVICES AGREEMENT

1.

Engagement of Provider .

a.

Scope of Services . Owner hereby engages Provider to provide, and Provider hereby agrees to provide to and on behalf of Owner, the following services (collectively, the “ Services ”) to support Owner’s maintenance and operation of the Aircraft for flights operated by Owner (“ Flights ”) pursuant to Part 91 of the U.S. Federal Aviation Regulations (“ FAR ”), as issued or amended by the Federal Aviation Administration (the “ FAA ”):

i.

Employ, train, and supervise the Flight Crew who are assigned to the Aircraft in accordance with Section 3;

ii.

Perform or cause to be performed maintenance and related service and support functions in accordance with Section 5;

iii.

Obtain and coordinate Aircraft and other insurance in accordance with Section 10;

iv.

Act as a liaison to the FAA and other applicable governmental entities and monitor compliance with applicable statutes, rules and regulations enacted or enforced by such entities;

v.

Secure, maintain and provide hangar, office and shop facilities at Midway Airport, in Chicago, Illinois (the “ Aircraft Base of Operations ”), and at other airport locations as agreed by the parties;

vi.

Provide recordkeeping, reporting, budgeting, payment of Aircraft related invoices and expenses, and other administrative services as set forth herein;

vii.

Perform scheduling and dispatch services for the Aircraft and the Flight Crew and secure all required authority for the operation of the Aircraft;

viii

Provide travel support services, as set forth in Section 6 herein; and

viii.

Consult with Owner and, upon request, provide advice and management supervision concerning the operation, maintenance and administration of the Aircraft.

2.

Terms of Agreement .

a.

Term . This Agreement shall become effective as of March 18, 2008 and shall continue in effect until March 18, 2010, unless Owner delivers to Provider at least 30 days prior written notice of termination of this Agreement or the Agreement is otherwise terminated in accordance with Section 2(b) or Section 11(c) hereof. The period of time during which this Agreement remains in effect shall be referred to as the “ Term .”

b.

Termination for Material Breach . In the event of any of the following, this Agreement may be terminated immediately by the non-breaching party:

i.

failure by either party to make payments due hereunder within 15 days after the due date, which failure is not cured within 10 days after written notice has been delivered to the defaulting party;

ii.

breach by either party of any material term of this Agreement, which breach is not cured within 15 days after receipt of written notice of such breach (unless diligent efforts are being made to correct such breach, in which case such cure period may be extended by the non-breaching party in its discretion for an addition 15-day period); provided, however, that in the event of a violation of any FAR, Owner may terminate this Agreement immediately;

iii.

operation of the Aircraft when there is a lapse of insurance coverage required by this Agreement; or

iv.

either party makes a general assignment for the benefit of creditors, or is decreed insolvent or bankrupt under any bankruptcy, insolvency or other similar law, or commences a voluntary proceeding seeking liquidation, reorganization or other such relief under any such law or seeking the appointment of a receiver or liquidator over any substantial portion of their respective assets.

c.

Accounting after Termination . Within 30 days after the termination of this Agreement, the parties shall agree on a full accounting and shall settle all accounts between them.

d.

Redelivery of Aircraft and Records . Upon termination of this Agreement, Provider shall redeliver the Aircraft, along with all Aircraft-specific books and records to Owner.

3.

Qualification, Training, and Scheduling of Flight Crew .

a.

Selection . Provider will provide appropriate qualified pilots and other flight and maintenance personnel, each of whom shall be reasonably satisfactory to Owner, to assist and support Owner’s maintenance and operation of the Aircraft. The Flight Crew shall be appropriately trained, certified, and rated as required by the applicable government regulations and insurance policies, and shall meet such additional requirements for employment as Provider, Owner or the U.S. Government may, from time to time, establish. It is agreed that the term “ qualified pilot ” shall be deemed to refer to an individual who meets the following minimum requirements:

i.

holds a valid Airline Transport Pilot’s Certificate with appropriate category, class and type ratings for the Aircraft;

ii.

holds a current first class medical certificate in accordance with FAR §61.23(a)(1);

iii.

is current with respect to FAR Part 61, to conduct operations under FAR Part 91;

iv.

is familiar with Provider’s written policies and procedures;

v.

has satisfactorily completed a recommended or approved ground and flight training course for the Aircraft;

vi.

is approved as a pilot with respect to the Aircraft insurance coverage; and

vii.

is approved as a pilot under the Aircraft Manual.

b.

Removal of Flight Crew . Owner shall have the right, in its sole discretion and at any time, to request the removal of any member of any Flight Crew. Upon such request, Provider shall promptly designate a replacement, subject to the prior approval of Owner. Provider shall not remove Flight Crew without Owner’s prior approval, unless such Flight Crew’s removal is reasonably required to ensure that the Aircraft is operated safely and in compliance with applicable insurance policies, law and regulation.

b.

Flight Crew Agreement . Owner shall enter into a Flight Crew Agreement in the form attached as Schedule B hereof with each Flight Crew provided to Owner pursuant to this Section 3.

c.

Training . On behalf of Owner, Provider will arrange applicable training for the Flight Crew, which training shall meet or exceed the requirements of applicable insurance policies, government regulations, and such additional standards as may be required by Owner. For pilots, such training shall include:

i.

initial aircraft qualification if required;

ii.

annual, Aircraft-specific, recurrent training;

iii.

pilot-in-command qualification (if applicable);

iv.

annual policies and procedures recurrent training;

v.

emergency situations training; and

vi.

professional qualifications enhancement training, as appropriate, such as cockpit resource management (CRM), international operations, and cabin medical safety.

d.

Employment of Flight Crew . At all times, the Flight Crew shall remain employees of Provider and all compensation payable to the Flight Crew shall be the sole responsibility of Provider. Notwithstanding Provider’s employment of the Flight Crew but subject to Section 4(c), it is expressly agreed that the Flight Crew shall be, and shall be advised that they are, under the exclusive direction and control of Owner during all Flights.

e.

Non-Exclusive Use. Provider reserves the right to assign and schedule Flight Crew to operate and maintain aircraft other than, and in addition to, Owner’s Aircraft, including aircraft operated by Provider for its own use, provided that assignment and scheduling of such Flight Crew does not (i) materially decrease or delay the availability to Owner of Flight Crew for Owner’s Flights, or (ii) result in any material additional expense to Owner.

f.

Substitute Flight Crew . If Flight Crew are unable to support a requested flight due to such circumstances as sickness, training, vacation, personal emergency, or crew duty limits, Provider will use commercially reasonable efforts to (i) supply substitute personnel meeting the standards set forth in this Agreement (“ Substitute Flight Crew ”), and (ii) inform Owner in advance of the assignment of Substitute Flight Crew.

g.

Post Termination Hiring of Flight Crew . Provider acknowledges that nothing in this Agreement, or any other Agreement between Owner and Provider or Provider and Flight Crew prohibits or penalizes in any way Owner or Flight Crew for Owner’s direct employment of Flight Crew following termination of this Agreement. Owner and Provider agree that during the Term of this Agreement, Owner shall not directly employ any Flight Crew for use in connection with the Aircraft.

4.

Operational Control of Flights.

a.

Control by Owner . During all phases of flight conducted with the Aircraft, Owner shall retain and have operational control of the Aircraft and exclusive possession, command, and control of its Aircraft. Except with regard to decisions made by the pilot-in-command as necessitated by safety considerations described in Section 4(c) or governmental restrictions or

regulations, Owner shall determine when the Aircraft shall be operated, where it shall be operated, and the passengers and/or cargo which shall be carried. Owner acknowledges and understands that, for all Flights, Owner has responsibility for the operational control of the Aircraft and Owner is responsible for compliance with the FAR. “ Operational Control ” includes, but is not limited to, command and control and, except as noted in Section 4(c), exclusive control over:

i.

all members of the Flight Crew during any flight;

ii.

determinations regarding whether any particular Flight may be safely operated;

iii.

initiation and termination of all Flights;

iv.

directions to Flight Crew members regarding the conduct of Flights; and

v.

dispatch or release of flights.

b.

Compliance Assistance . In assisting Owner in Owner’s flight operations, Provider shall ensure that all of the services it provides, including all actions taken and services provided by the Flight Crew, will be in compliance with all applicable foreign, federal, state and local statutes, laws, ordinances, regulations, rules, resolutions, orders, determinations, writs, injunctions, awards (including, without limitation, awards of any arbitrator), judgments and decrees applicable to the specified person or entity and to the businesses and assets thereof (including, without limitation, the FAR), flight manuals and related guidance material, mandatory service bulletins issued or supplied by the manufacturer, and insurance requirements. Owner and Provider acknowledge that all Flights shall be operated in accordance with the approved limitations of the Aircraft and under the provisions of Part 91 of the FAR and may carry only such passengers, baggage, and cargo that is not contrary to the provisions of Part 91 of the FAR.

c.

Flight Safety . In accordance with the applicable FAR, the members of the Flight Crew will exercise their respective duties and responsibilities regarding the safety of each Flight conducted hereunder. The parties specifically agree that the pilot-in-command may terminate any Flight, refuse to commence any Flight, or take any other action that, in his/her sole discretion, is necessitated by consideration of safety, without incurring any liability for loss, injury, damage or delay.

5.

Aircraft Maintenance .

a.

Responsibility for Maintenance . Provider, on behalf of Owner and at Owner’s expense, will maintain or arrange for the Aircraft to be maintained in an airworthy condition and in compliance with FAR Part 91, all applicable airworthiness directives, mandatory service bulletins, all applicable Aircraft manufacturers’ warranties, and shall enroll the Aircraft

in and keep in effect the applicable engine manufacturer’s service plan or other such FAA-approved maintenance program under Part 91 of the FAR, providing such program is acceptable to Owner. Provider shall be solely responsible for securing maintenance, preventative maintenance and required or otherwise necessary inspections on the Aircraft. Maintenance provided hereunder shall include, but not be limited to performance of all required inspections, repairs, modifications, maintenance, preventative maintenance, pre-flight maintenance, fueling, internal cleaning, external cleaning, hangaring during such maintenance and overhaul work (collectively, “ Maintenance ”). All Maintenance when completed shall be sufficient to maintain the airworthiness certification of the Aircraft at all times and to ensure the condition of the Aircraft complies with all applicable laws, government regulations, insurance requirements, aircraft manuals, and applicable inspection programs, manufacturer warranties, and additionally, as may be requested by Owner. All repairs, alterations, modifications, additions, and improvements to the Aircraft so made shall become part of the Aircraft and shall be subject to this Agreement.

b.

Maintenance Records . Provider will maintain or cause to be maintained, on Owner’s behalf, accurate, complete and current logbooks and records relating to the Aircraft, including engines and systems, and Maintenance performed thereon, in accordance with the FAR and recordkeeping practices followed by reasonable and prudent businesses in the normal course of maintaining aircraft of the same type as the Aircraft. Such records shall include without limitation scheduled maintenance, repairs, modifications, scheduled inspections, functional tests, and overhauls performed and records relating to personnel performing any and all maintenance on the Aircraft. Such records shall become part of the Aircraft and the property of Owner, shall be subject to this Agreement, and shall be available to Owner at any time upon demand.

c.

Expense Records . Provider shall maintain and keep accurate, complete, and current records relating to the calculation and payment of bills and assessments for services, supplies, and other expenses incurred in connection with the Maintenance of the Aircraft. Such records shall be available to Owner upon request and upon reasonable notification to Provider.

d.

Scheduling Maintenance . Provider will use its commercially reasonable efforts to cooperate with Owner to schedule Maintenance when convenient to Owner, however, no period of Maintenance shall be delayed or postponed for the purpose of scheduling Owner’s Flights, unless said Maintenance can (in Provider’s sole discretion) be safely conducted at a later time in compliance with all applicable laws, government regulations, insurance requirements, aircraft manuals, manufacturer warranties, and applicable inspection programs.

6.

Aircraft Scheduling and Travel Support Services .

a.

Scheduling Services . On behalf of Owner, Provider will schedule the Aircraft and Flight Crew, and provide without limitation, the following services:

i.

receive trip requests from Owner and maintain a log of each trip made, passengers carried, and time en route;

ii.

position and schedule the Flight Crew and provide supplies required by the Flight Crew for the performance of their duties;

iii.

provide information on flight and weather conditions which might affect a Flight;

iv.

arrange for any required landing permits, clearances, and ground handling for domestic and international destinations including visa, immigration, overflight services;

v.

coordinate Aircraft positioning;

vi.

arrange for catering and ground transportation for Aircraft passengers, as requested by Owner; and

vii.

accommodate other reasonable special requests made by Owner.