AIRCRAFT TIME SHARING AGREEMENT

1.

Definitions. The following terms shall have the following meanings for all purposes of this Agreement:

“Aircraft” means the Airframe, the Engines, and the Aircraft Documents. Such Engines shall be deemed part of the “Aircraft” whether or not from time to time attached to the Airframe or on the ground.

“Aircraft Documents” means all flight records, maintenance records, historical records, modification records, overhaul records, manuals, logbooks, authorizations, drawings and data relating to the Airframe, any Engine, or any Part, that have been provided to Time Share Lessee by Operator, or are required by Applicable Law to be created or maintained with respect to the maintenance and/or operation of the Aircraft.

“Airframe” means the Gulfstream Aerospace G-IV airframe bearing manufacturer’s serial number 1000 and United States registration number N971EC, together with any and all Parts (including, but not limited to, landing gear and auxiliary power units but excluding Engines or engines) so long as such Parts shall be either incorporated or installed in or attached to the Airframe.

“Applicable Law” means, without limitation, all applicable laws, treaties, international agreements, decisions and orders of any court, arbitration or governmental agency or authority and rules, regulations, orders, directives, licenses and permits of any governmental body, instrumentality, agency or authority, including, without limitation, the FAR and 49 U.S.C. § 41101, et seq ., as amended.

“Business Day” means any day of the year in which banks are not authorized or required to close in the State of Indiana.

“Consent to Sublease” means that certain Consent to Sublease of even date herewith by and among Owner, Operator, and Time Share Lessee, a copy of which is attached hereto as Exhibit B, the terms and conditions of which are incorporated into this Agreement by reference

“Engines” means two (2) Rolls Royce TAY MK611-8 model engines, serial numbers 16001 and 16002, together with any and all Parts so long as the same shall be either incorporated or installed in or attached to such Engine. An Engine shall remain subleased hereunder whether or not from time to time attached to the Airframe or on the ground.

“FAA” means the Federal Aviation Administration or any successor agency.

“FAR” means collectively the Aeronautics Regulations of the Federal Aviation Administration and the Department of Transportation, as codified at Title 14, Parts 1 to 399 of the United States Code of Federal Regulations.

“Flight Hour” means each flight hour of use of the Aircraft by Time Share Lessee, as recorded on the Aircraft hour meter.

“Headlease” means that certain Aircraft Lease Agreement dated as of September 27, 2002 between Owner and Operator, a copy of which is attached hereto as Exhibit A, the terms and conditions of which are incorporated into this Agreement by reference.

“Operating Base” means Indianapolis International Airport, Indianapolis, Indiana.

“Operational Control” has the same meaning given the term in Section 1.1 of the FAR.

“Owner” means AVN Air, LLC.

“Parts” means all appliances, components, parts, instruments, appurtenances, accessories, furnishings or other equipment of whatever nature (other than complete Engines or engines) which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and includes replacement parts.

“Pilot in Command” has the same meaning given the term in Section 1.1 of the FAR.

“Taxes” means all sales taxes, use taxes, retailer taxes, duties, fees, excise taxes (including, without limitation, federal transportation excise taxes), or other taxes of any kind which may be assessed or levied by any Taxing Jurisdiction as a result of the sublease of the Aircraft to Time Share Lessee, or the use of the Aircraft by Time Share Lessee, or the provision of a taxable transportation service to Time Share Lessee using the Aircraft.

“Taxing Jurisdictions” means any federal, state, county, local, airport, district, foreign, or other governmental authority that imposes Taxes.

“Term ” means the term of this Agreement set forth in Section 3.

2.

Agreement to Sublease. Operator agrees to sublease the Aircraft to Time Share Lessee on as “as needed and as available” basis, and to provide a fully qualified flight crew for all Time Share Lessee’s flight operations, in accordance with the terms and conditions of this Agreement.

3.

Term. The term of this Agreement shall commence on the Effective Date and continue for a period of one (1) year. At the end of the initial one (1) year Term or any subsequent one (1) year Term, this Agreement shall automatically be renewed for an additional one (1) year Term. The foregoing notwithstanding, each party shall have the right to terminate this Agreement with or without cause on thirty (30) days written notice to the other party.

4.

Intent and Interpretation. The parties hereto intend that this Agreement shall constitute, and this Agreement shall be interpreted as, a Time Sharing Agreement as defined in Section 91.501(c)(1) of the FAR.

5.

Non-Exclusivity. Time Share Lessee acknowledges that the Aircraft is subleased to Time Share Lessee hereunder on a non-exclusive basis, and that the Aircraft will also be subject use by Operator, and may also be subject to non-exclusive sublease to others during the Term.

6.

Flight Charges. Time Share Lessee shall pay Operator for each flight conducted under this Agreement an

amount equal to the lesser of the following:

6.1

an amount equal to the product of the number of Flight Hours of the duration of the flight, rounded to the nearest 1/10th of a Flight Hour, multiplied by the Gulfstream IV Total Direct Costs Per Flight Hour as published by Conklin & de Decker Aviation Information , as updated from time to time; and

6.2

an amount equal to the maximum amount of expense reimbursement permitted in accordance with Section 91.501(d) of the FAR, which expenses include and are limited to:

6.2.1

fuel, oil, lubricants, and other additives;

6.2.2

travel expenses of the crew, including food, lodging and ground transportation;

6.2.3

hangar and tie down costs away from the Aircraft’s base of operation;

6.2.4

insurance obtained for the specific flight;

6.2.5

landing fees, airport taxes and similar assessments;

6.2.6

customs, foreign permit, and similar fees directly related to the flight;

6.2.7

in-flight food and beverages;

6.2.8

passenger ground transportation;

6.2.9

flight planning and weather contract services; and

6.2.10

an additional charge equal to 100% of the expenses listed in Section 6.2.1.

7.

Invoices and Payment. Operator will initially pay all expenses related to the operation of the Aircraft when and as such expenses are incurred, provided that within fifteen (15) days after the last day of any calendar month during which any flight for the account of Time Share Lessee has been conducted, Operator shall provide an invoice to Time Share Lessee for an amount determined in accordance with Section 6 above. Time Share Lessee shall remit the full amount of any such invoice, together with any applicable Taxes under Section 8, to Operator promptly within fifteen (15) days of the invoice date.

8.

Taxes. No payments to be made by Time Share Lessee under Sections 6 and 7 of this Agreement includes, and Time Share Lessee shall be responsible for, shall indemnify and hold harmless Operator against, any Taxes which may be assessed or levied by any Taxing Jurisdiction as a result of the sublease of the Aircraft to Time Share Lessee, or the use of the Aircraft by Time Share Lessee, or the provision of a taxable transportation service to Time Share Lessee using the Aircraft. Without limiting the generality of the foregoing, Time Share Lessee and Operator specifically acknowledge that all Time Share Lessee’s flights will be subject to commercial air transportation excise taxes pursuant to Section 4261 of the Internal Revenue Code, regardless of whether any such flight is considered “noncommercial” under the FAR. Time Share Lessee shall remit to Operator all such Taxes together with each payment made pursuant to Section 7.

9.

Scheduling Flights.

9.1

Submitting Flight Requests. Time Share Lessee shall submit requests for flight time and proposed flight schedules to Operator as far in advance of any given flight as possible, and in any case, at least 24 hours in advance of Time Share Lessee’s planned departure. Time Share Lessee shall provide at least the following information for each proposed flight at least 24 hours prior to scheduled departure: departure airport; destination airport; date and time of departure; the number of anticipated passengers; the nature and extent of luggage and/or cargo to be carried; the date and time of return flight, if any; and any other information concerning the proposed flight that may be pertinent or required by Operator or Operator’s flight crew.

9.2

Approval of Flight Requests. Each use of the Aircraft by Time Share Lessee shall be subject to Operator’s prior approval in writing. Operator may approve or deny any flight scheduling request in Operator’s sole discretion. Scheduling requests not approved in writing by 5:00 p.m. Indianapolis local time on the 2nd Business Day after