TERMS and CONDITIONS

1. Aircraft, Total Aircraft Price and Payment. 1.1 Payment Terms: The Due Upon Signing represents 100% of the Aircraft Purchase Price Subtotal and is paid at the time this Purchase Agreement is executed.

1.2 Any payments due hereunder shall be made by cashier’s check or wire transfer, unless another method is approved by Seller in writing.

2. Delivery. 2.1. The Aircraft Kit shall be delivered to Purchaser at the address designated in writing at the time of purchase.

2.2. In the event that Seller is ready and willing to make delivery of the Aircraft Kit on or about the Scheduled Delivery Date, but delivery is delayed beyond the Scheduled Delivery Date due to actions of the Purchaser, then, if such delay exceeds ten (10) calendar days, Seller may add to the Total Purchase Price such additional amounts as shall reasonably reimburse the Seller for the additional costs and expenses incurred by Seller after the Scheduled Delivery Date as a result of such delay, including, but not limited to, the costs of storage (not to exceed $45.00 per day), insurance, taxes (which shall be limited to property taxes and business and occupational taxes), and interest on any late payment calculated at two percent in excess of the prime rate as published in the Wall Street Journal, until the overdue payment is made. If such delay exceeds thirty (30) days, Seller may give notice to Purchaser of its intent to terminate this Agreement. Notwithstanding the foregoing, if, prior to the Scheduled Delivery Date, Purchaser has made timely payment to Seller of the Total Purchase Price, the imposition of such additional costs and expenses may be waived at Seller's discretion.

3. Transfer of Title. 3.1. Upon delivery of the Aircraft Kit by Seller and acceptance by Purchaser, including payment of all amounts due to Seller under this Agreement, Seller shall transfer title to the Aircraft Kit, free and clear of all encumbrances of Seller, by delivering to Purchaser an FAA “Aircraft Bill of Sale.”

3.2. Upon delivery and acceptance of the Aircraft Kit, Purchaser or Purchaser’s authorized representative shall execute a Delivery Receipt, noting thereon that any deficiencies previously detailed on the Pre-Delivery Inspection Report have been satisfactorily corrected, or noting instead that Purchaser or Purchaser’s authorized representative has elected to accept delivery with the understanding that any outstanding deficiencies will be addressed under the terms of Seller’s Standard Aircraft Limited Warranty.

4. Risk of Loss. The risk of loss shall pass from Seller to Purchaser upon delivery of the kit to the Purchaser’s designated delivery address.

5. Delays in Delivery Beyond Seller’s Control. Seller shall not be liable for any failure or delay in the delivery of the Aircraft Kit that results from a cause that is beyond Seller’s control, including, but not limited to: failure of the manufacturer to deliver the aircraft, acts of God, accidents, strikes or other labor disputes causing a slowdown or interruption of work, insurrections, wars, terrorists acts, or other forms of hostilities or civil unrest, delays or failure to deliver by any vendor or subcontractor or delays in shipping or loading and off-loading at ports of departure and ports of entry. In any such event, Seller shall inform Purchaser of the anticipated delay in the delivery of the Aircraft and may adjust the Scheduled Delivery Date accordingly.

6. Termination. 6.1. Purchaser’s sole remedy for Seller’s failure to deliver the Aircraft Kit shall be termination of the Agreement as provided for herein.

6.2. In the event that Seller has failed to deliver the Aircraft Kit within one hundred and twenty (180) days after the original Scheduled Delivery Date, plus an additional period of time equal to the duration of the delays, then Purchaser shall be entitled to give Seller written notice of Purchaser’s intention to terminate this Agreement. Seller shall thereupon have a period of forty-five (45) days following receipt of such notice in which to delivery the Aircraft. If Seller fails to deliver the Aircraft Kit within such 45-day period, Purchaser shall be entitled to recover all funds paid by the Seller and Seller shall be obligated to immediately refund to Purchaser all payments previously made to Seller, whereupon this Agreement shall be deemed null and void, with no further obligations on the part of either Purchaser or Seller. If Seller has transferred to the Manufacturer any funds paid by Purchaser, Purchaser’s recourse for recovery of such funds shall be limited to pursuing claims against the Manufacturer and Seller shall not have liability to Purchaser with regard to such funds.

6.3. Seller shall have the right to terminate this Agreement in accordance with this paragraph upon the occurrence of any of the following events of default:

(i) Purchaser is late in making any payment required under the terms of this Agreement;

(ii) Purchaser fails to provide Seller with any change of address or other revised contact information necessary to send notices to Purchaser, such that Seller is unable to establish contact with Purchaser for a period of more than forty-five (45) days, despite Seller’s reasonable efforts to do so.

(iii) Purchaser fails to establish contact with Seller within ten (10) days following Seller’s issuance of a notice advising Purchaser of the Scheduled Delivery Date.

(iv) A proceeding instituted by or against Purchaser under any law of bankruptcy, insolvency, reorganization or relief of debtors, and such proceeding is not dismissed or stayed within a period of thirty (30) days.

6.4. If the Aircraft Kit delivery has been delayed more than 30 days past the Scheduled Delivery Date due to Purchaser, and Purchaser has not made timely payment to the Seller of the Total Purchase Price, Seller may give notice to Purchaser of its intent to terminate this Agreement. If Purchaser has not cured such default within five (5) days of such notice, Seller may give notice to Purchaser that the Agreement has been terminated, and Seller shall thereupon be entitled to receive or retain, as the case may be, as liquidated damages, and not as a penalty, an amount equal to twenty percent (20%) of the Total Purchase Price.

6.5. In the event that Purchaser has timely paid to Seller the Total Purchase Price, but Purchaser is unable to accept actual delivery of the Aircraft Kit on the Scheduled Delivery Date, Purchaser shall be entitled to a grace period of thirty (30) days following the Scheduled Delivery Date within which to complete all tasks necessary to transfer title to, and take possession of, the Aircraft Kit. Thereafter, if Purchaser has still not accepted title to and taken possession of the Aircraft Kit, Seller may impose against Purchaser all of the costs and expenses, retroactive to the Scheduled Delivery Date. In addition, at any time after expiration of the grace period, Seller shall have the right, following notice to Purchaser, and a period of ten days (10) after notice within which Purchaser may complete delivery, to terminate this Agreement and to sell the Aircraft to a third party. Following any such sale to a third party, Seller shall thereupon be entitled to receive or retain, as the case may be, as liquidated damages, and not as a penalty, an amount equal to twenty percent (20%) of the Total Purchase Price. Seller shall then refund all payments previously made by Purchaser, reduced by (i) all the costs and expenses, retroactive to the Scheduled Delivery Date, and (ii) the liquidated damages of thirty percent (30%) of the Total Purchase Price.

7. Limited Warranty. 7.1. The Aircraft Kit is being sold to Purchaser subject to Manufacturer’s warranty. Manufacturer warrants that the Aircraft and all components shall be free from defect and Manufacturer will repair or replace, at its option, any part of component which is found to be defective within one (1) year after delivery of the aircraft or two hundred (200) hours of operation, whichever occurs first (the “Standard Aircraft Limited Warranty”). The Standard Aircraft Limited Warranty is for parts only and neither Manufacturer nor seller shall be responsible for any cost of labor to remove, repair or replace any defective part, or to install any replacement part. This written warranty shall not apply to any aircraft or part which has been subject to misuse, neglect, accident or damage from the elements, or which has been installed, repaired or maintained or altered in any manner which, in the judgment of Manufacturer, has had an adverse effect on the engine or its parts. The Standard Aircraft Limited Warranty excludes all systems that are covered by a separate warranty from the original equipment manufacturer (“Separate OEM Warranty”), such as the engine, propeller, avionics, and certain instrumentation. Seller provides no warranty beyond the manufacturer’s warranty and the manufacturer provides no warranty, express or implied, for items covered by a Separate OEM Warranty, but will, upon transfer of title to the Aircraft provide Purchaser with an assignment of all Separate OEM Warranties. Purchaser acknowledges and agrees that any modification of the Standard Aircraft Limited Warranty must be in writing and signed by a corporate officer of Seller, and that no other employees or representatives of Seller are authorized to amend, extend, or otherwise modify the Standard Aircraft Limited Warranty. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLER MAKES NO OTHER OR FURTHER WARRANTIES, EXPRESSED OR IMPLIED, AND SPECIFICALLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. ALL OTHER OBLIGATIONS OR LIABILITIES OF SELLER IN CONTRACT OR TORT, WHETHER UNDER A THEORY OF NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE, WHETHER FOR CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF THE SALE, USE OR OPERATION OF THE AIRCRAFT, OR OTHERWISE, ARE EXCLUDED BY SELLER AND HEREBY EXPRESSLY WAIVED BY PURCHASER.

7.2. Modification of the Aircraft Kit by Purchaser or by any party other than Seller or the manufacturer shall invalidate the Standard Aircraft Limited Warranty unless Purchaser has first obtained written consent signed by the manufacturer or unless such modification strictly falls within a written list of permitted modifications published in the maintenance manuals. The granting of such consent, and the items contained on any such written list, shall be in the Manufacturer’s sole discretion. In addition, the Standard Aircraft Limited Warranty may be voided by certain other acts or omissions of Purchaser or third parties, as described in the Standard Aircraft Limited Warranty.

8. Assignment. 8.1. Seller may assign its rights and obligations under this Agreement to a third party provided that such assignment does not adversely affect the Aircraft specifications and, provided further, that all obligations of Seller are assumed by the third party. 8.2. Purchaser may assign its rights and obligations under this Agreement to a third party provided it has first obtained the written consent of Seller, which consent may be withheld at Seller’s sole discretion. Any purported assignment by Purchaser without Seller’s prior written consent shall be null and void. Seller may, as a condition of granting its consent, impose upon Purchaser a reasonable transfer fee to reimburse Seller for its administrative costs in processing such request. Notwithstanding any assignment, Purchaser shall remain obligated for the performance of all of Purchaser’s obligations as set forth in this Agreement unless Seller expressly releases Purchaser in writing from such obligations.

9. Notices. Any notice to be given under this Agreement shall be in writing and shall be delivered in any of the following ways: in person; by certified mail; by United States Postal Service Express Mail or comparable commercial express service; by telegram or fax with a confirming copy sent by mail or express service. The notice shall be addressed to the recipient at the address shown above, or the most recent address that the recipient has designated in writing.

10. Choice of Law; Resolution of Disputes. 10.1. All matters arising out of or relating to this Agreement, or the breach thereof, shall be determined in accordance with the substantive laws of the State of Utah. Any action arising out of this agreement shall be brought exclusively in the appropriate state or federal courts in Utah. The parties hereby consent to be subject to the personal jurisdiction of the appropriate state or federal court located in Utah and that neither party may seek to remove or transfer such jurisdiction based on forum non conveniens or any other legal theory. 10.2 In the event of any dispute arising out of or relating to this Agreement, or the breach thereof, including, but not limited to, issues regarding the interpretation or enforcement of this Agreement, the Seller and Purchaser shall first make a good-faith effort to resolve the dispute in an amicable manner. In the event that the parties are unable to resolve their dispute in such manner, the parties agree, by initialing this paragraph, that the dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The initial costs of such proceedings shall be paid by the complaining party. The party, who substantially prevails if any, shall be entitled to reimbursement of all reasonable costs incurred in the prosecution or defense of such action, as the case shall be, including reasonable attorneys and expert witness fees.

11. Other Matters. 11.1 This Agreement is the only agreement controlling the purchase and sale of the Aircraft and it supersedes any prior written or oral understandings or representations of the parties. Purchaser expressly acknowledges that Purchaser has not relied upon any oral or written representations of Seller or any representative of Seller except as specifically contained in this Agreement. Any amendment or modification of this Agreement must be in writing and signed by Purchaser and a corporate officer of Seller.

11.2 Purchaser acknowledges that the Aircraft is an experimental amateur built kit which must be assembled by Purchaser, and its use and operation is specifically limited in accordance with the applicable FAA regulations. Purchaser further acknowledges that Seller has not made, and Purchaser is not relying upon, any representations as to the suitability of the Aircraft for any particular purpose or use.

11.3. If any of the terms or conditions of this Agreement are determined or held to be illegal or unenforceable, the remainder of the Agreement shall be interpreted as if the invalid term or condition did not exist.

11.4 Purchaser may submit this Agreement to Seller in paper form or by fax or e-mail, provided in all cases that the Agreement has been dated and bears Purchaser’s original signature or a legally sufficient facsimile signature.

11.5 This Agreement shall not be binding upon Seller until it has been signed by an authorized representative of Seller and Seller has had an opportunity to conduct an administrative review of the Agreement during a period not to exceed for ten (10) days following the date of such signing.

11.6 Following the administrative review period described above, the fully signed Agreement shall be binding on all the parties, their permitted assigns, and their successors in interest.

11.7 Any sales, use, or similar taxes, and any interest or penalties on such taxes (unless such interest or penalty is a result of any act or omission by or on behalf of Seller, not otherwise authorized or directed by Purchaser) arising from the sale of the Aircraft to Purchaser, excluding income or similar taxes imposed on Seller, shall be borne by Purchaser. In the event Seller receives notice of any proposed sales, use or similar tax, audit, claim, assessment or proposed liability for which Purchaser may be liable under this Agreement, Seller shall promptly notify Purchaser of such potential tax liability. Purchaser shall indemnify and hold Seller harmless for all expense, loss, or damage, including reasonable attorney’s fee, for any claims arising out of Purchasers failure to remit any taxes due hereunder. Purchaser shall have the right to defend any audit, claim, assessment, proposed liability or litigation with respect to any sales or use or similar tax for which Purchaser bears responsibility under this Agreement.