EFTA01088785.pdf

AIRCRAFT MARKETING AGREEMENT This Agreement is made this day of July 2011, by and between Avpro, Inc., a Maryland corporation with an address of 900 Bestgate Road, Suite 412, Annapolis, Maryland 21401 (hereinafter referred to as "Avpro") and JEGE, Inc. with an address of 457 Madison Avenue, New York, NY 10022 (hereinafter referred to as "Owner"). NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: 1. Owner (a) owns all right, title and interest in and to or (b) has the exclusive right to sell, transfer and convey the following described aircraft (hereinafter referred to as "Aircraft"): Make and Model: Boeing 727-100 Serial Number: 20115 Make and Model of Engines: "As Equipped" Engine Serial Numbers: "As Equipped" 2. Avpro will conduct a worldwide marketing effort for the Aircraft. Qualified prospects will be identified through Avpro's computerized market data system and the daily telephone/telefax/email contacts of its marketing professionals. Avpro will prepare sales literature and brochures for the Aircraft, including photographs and technical specifications and will distribute same as appropriate. Avpro will absorb all costs incurred for the foregoing marketing efforts. 3. Avpro agrees to promptly forward all offers to purchase the Aircraft to Owner. At Owner's direction, Avpro will negotiate the terms of any sale directly with prospective purchasers on behalf of the Owner. Avpro shall not have the right to enter into any binding agreement on behalf of Owner. 4. In consideration of Avpro's undertaking the foregoing marketing and sales effort, Owner hereby selects Avpro to manage the sale of the above Aircraft, giving Avpro the exclusive right to market the Aircraft for sale for a period commencing on the date of this Agreement and continuing until the Aircraft is sold. This Agreement may be terminated by Owner in its sole discretion, by giving 30 days prior written notice, with such termination to be effective at any time after 180 days from the date hereof. EFTA01088785 Boeing 727-100, Serial Number 20115 Aircraft Marketing Agreement Page 2 5. Owner authorizes an asking price of "Make Offer". Owner retains the right, in its sole discretion, to accept or reject the terms and conditions of any offer that is made on the Aircraft. Avpro shall be paid a commission of five percent (5%) of the gross selling price of the Aircraft, out of escrow, at closing of the sale of the Aircraft, by Owner. 6. Owner will assist Avpro by making the Aircraft available for inspection and by giving Avpro all available information about the Aircraft and its equipment. 7. Owner agrees that it will not directly or indirectly sell or in any manner attempt to negotiate the sale of the Aircraft during the term of this Agreement and will refer all inquiries concerning the sale of the Aircraft to Avpro. 8. If Owner (a) directly or indirectly sells the Aircraft during the term of this Agreement to any third party or (b) directly or indirectly sells the Aircraft within three (3) months after the termination of this Agreement to any of the prospects initiated, procured or contacted by Avpro during the term of this Agreement, then and in any of said events, Owner agrees to pay Avpro a commission as set forth in paragraph 5 above. 9. In the event that Owner removes the Aircraft from the market, or otherwise terminates during the term of this Agreement, Avpro will be entitled to recover from Owner its documented and reasonable expenses incurred hereunder and demonstrated by Avpro to have been directly related to the sale of the Aircraft. 10. Avpro and Owner agree that the terms of this Agreement and any resulting sale or lease shall be kept confidential. 11. Owner will include with the Aircraft all available manuals (flight, maintenance and parts), all available airframe and engine logbooks within their possession. IN WITNESS WHEREOF, the parties hereto have caused this Aircraft Marketing Agreement to be executed by their duly authorized representatives on the date first above written. Avpro, Inc. JEGE, Inc. as "Avpro" as "Owner" Donald P. Bass By: President Title: EFTA01088786