Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.

Section    Page

1INTERPRETATION    1

1.1DEFINITIONS    1

1.2CONSTRUCTION    1

2REPRESENTATIONS AND WARRANTIES    1

2.1SELLER’S REPRESENTATIONS AND WARRANTIES    1

2.2BUYER’S REPRESENTATIONS AND WARRANTIES    1

3AGREEMENT TO SELL AND BUY    1

3.1AGREEMENT    1

3.2TRANSFER OF TITLE    2

3.3DELIVERY DOCUMENTS    2

3.4LIENS    2

3.5RISK    2

4CONDITIONS PRECEDENT    2

4.1SELLER CONDITIONS    2

4.2BUYER CONDITIONS    2

4.3FAILURE TO SATISFY BUYER CONDITIONS    2

5PURCHASE PRICE    2

5.1AMOUNT OF PURCHASE PRICE    2

5.2DEPOSIT    3

5.3PAYMENTS AT CLOSING    3

5.4TAXES    3

5.5TIME OF THE ESSENCE    3

6INSPECTION    4

7DELIVERY    4

7.1DELIVERY    4

7.2DELIVERY DATE    4

7.3TENDER AND ACCEPTANCE OF DELIVERY    5

7.4REMOVAL OF TECHNICAL DOCUMENTS    5

8CONDITION OF EQUIPMENT    5

8.1SELLER’S DISCLAIMERS    5

8.2ASSIGNMENT OF WARRANTIES    5

8.3ACCEPTANCE CERTIFICATE    6

8.4SELLER’S UNDERTAKINGS AS TO MAINTENANCE PROVIDERS    6

9INDEMNITIES; DEFENSE OF CLAIMS    6

9.1GENERAL INDEMNITY    6

9.2SURVIVAL    8

10FURTHER PROVISIONS    8

10.1BENEFIT OF AGREEMENT    8

10.2FURTHER ASSURANCES    8

10.3[RESERVED]    8

10.4WAIVERS    8

10.5VARIATION    9

10.6NOTICES    9

10.7INVALIDITY OF ANY PROVISION    9

10.8ENTIRE AGREEMENT    10

10.9COSTS AND EXPENSES    10

10.10CONFIDENTIALITY    10

10.11COUNTERPARTS    10

11GOVERNING LAW AND JURISDICTION    10

11.1GOVERNING LAW    10

11.2SUBMISSION    10

11.3WAIVERS. EACH OF THE PARTIES HERETO    11

12INSURANCE    11

13COVENANT NOT TO COMPETE    12

SCHEDULE     1     EQUIPMENT DESCRIPTION    1-1

SCHEDULE     2     DEFINITIONS    2-1

SCHEDULE 3 CONDITIONS PRECEDENT    3-1

PART A SELLER CONDITIONS PRECEDENT    3-1

PART B BUYER CONDITIONS PRECEDENT    3-1

SCHEDULE 4 REPRESENTATIONS AND WARRANTIES    4-1

PART A SELLER’S REPRESENTATIONS AND WARRANTIES    4-1

PART B    BUYER’S REPRESENTATIONS AND WARRANTIES    4-1

SCHEDULE 5 BILL OF SALE    5-1

SCHEDULE 6 ACCEPTANCE CERTIFICATE    6-1

SCHEDULE 7 DELIVERY CONDITION    7-1

SCHEDULE 8 MATERIAL STCs AND MASTER CHANGE    8-1

SCHEDULE 9 FORM OF DOCUMENT ESCROW LETTER    9-1

This Purchase and Sale Agreement is entered into as of December __, 2012, by and between National Air Cargo Group, Inc. (“Seller”), and Cargo Aircraft Management, Inc. (“Buyer”).

Seller owns the 757 aircraft, spare engine, and ancillary equipment described in this Agreement. Seller wants to sell that equipment to Buyer, and Buyer wants to buy that equipment from Seller.

Buyer and Seller agree as follows:

Delivery, the requirement shall mean that Seller must transfer or cause to be transferred good and marketable title to that Aircraft upon its Delivery.

Buyer shall deposit with the Funds Escrow Agent the Purchase Price for that Item (less the portion of the Deposit to be applied to the Purchase Price for that Item); and (ii) Buyer and Seller, shall deposit with the Document Escrow Agent the documents required to be placed into escrow by them under the Document Escrow Letter. The Funds Escrow Agent shall promptly notify Seller when all funds have been deposited into the escrow account and will disburse such funds as provided in the Funds Escrow Agreement. Similarly, the Document Escrow Agent shall promptly notify Buyer and Seller when all documents have been deposited with the Document Escrow Agent and will distribute such documents as provided in the Document Escrow Letter.

Buyer will be entitled to reasonably inspect each Item of Equipment and the Technical Documents associated therewith in order to verify that the condition of the Item and its Technical Documents complies with the Delivery Condition. Such inspection shall occur pursuant to a schedule mutually and reasonably agreed upon by Buyer and Seller prior to the Delivery of the relevant Item. Seller shall promptly correct or have corrected any discrepancies from the Delivery Condition which are observed during such inspection and are communicated in writing and reasonably agreed upon by both Buyer and Seller prior to Delivery. Seller will participate in the performance of such inspection by Buyer. Seller and Buyer may agree in writing that any discrepancies from the Delivery Condition which are not corrected prior to Delivery of an Item of Equipment to Buyer, may be corrected by Buyer or its designee, and Seller shall reimburse Buyer or its designee for all costs and expenses actually incurred in connection therewith (and without mark-up).

any and all of Seller’s legal and beneficial title to and interest in the related Technical Documents shall pass from Seller to Buyer. The Bill(s) of Sale for each item of Equipment shall be delivered to Buyer while that item is at its Delivery Location.

(a)    For Aircraft N151GX/24451: on the earliest practicable date after Buyer and Seller enter into this Agreement, it being understood that Buyer and Seller shall cooperate with each other and make commercially reasonable efforts to achieve the Delivery of such Aircraft on or before December 31, 2012;

(b)    For Aircraft N259CA/26152 and Aircraft N763CA/26154: on the earliest practicable date after The Boeing Company has delivered the FAA-approved Master Change Number 0310MK5547 concerning the weight upgrades for each such Aircraft as set forth in Schedule 8, provided that in no event shall the Delivery Date for either such Aircraft be prior to January 2, 2013;

(c)    For the Spare Engine: contemporaneous with the delivery of the first Aircraft; and

(d)    For the Ancillary Equipment: mutually agreeable dates consistent with the delivery schedule for the Aircraft.

(a)    The Equipment, and each part of it and each interest in it, are being sold and delivered to Buyer “as is” and “where is”, without any representation, guarantee, or warranty of Seller, express or implied, of any kind, arising by law or otherwise, except to the extent provided by Seller in Schedule 4 and the Warranty Bills of Sale.

(b)    Except to the extent provided by Seller in Schedule 4 and the Warranty Bills of Sale, Buyer unconditionally agrees that, as between Buyer and Seller, the Equipment (and each part of it and each interest in it) and the Technical Documents are to be sold and purchased in an as is, where is condition on the relevant Delivery Date, and no term, condition, warranty, representation, or covenant of any kind has been accepted, made, or is given by Seller or any of its officers, employees, or agents

Contract.

(a)    Buyer will be responsible for and shall indemnify, defend, and hold harmless each Seller Indemnitee, on an after-tax basis, from and against any and all Claims: (1) with respect to each Item of Equipment, which arise on or after the time that title to that Item passes to Buyer (including Claims relating to or arising from any component, equipment, or part installed on that Item, or any of the related Technical Documents), and which directly or indirectly arise in any manner out of or in connection with (aa) the ownership by Buyer or by any third Person of that Item, or (bb) the use, possession, dispossession, re-possession, control, operation, location, landing, departure, condition, acceptance, rejection, delivery, non‑delivery, re‑delivery, registration, de‑registration, re‑registration, sale, leasing, wet leasing, chartering, subleasing, importation, exportation, transfer of title, other disposition of title, abandonment storage, maintenance, service, repair, overhaul, testing, design, modification, dismantling, disassembly or re‑assembly of that Item, even if any of the foregoing arise from Buyer’s or its transferee’s use of Seller’s maintenance program; or (2) which directly or indirectly arise in any manner out of or in connection with a Buyer event of default under this Agreement; or (3) arising from or related to any breach of any representation, warranty, or covenant made by Buyer under this Agreement. The foregoing indemnity shall apply to all Claims, regardless of whether any such Claim arises in tort (including strict liability); provided that this § 9.1(a) shall not extend to any liability arising from (x) any Seller Indemnitee’s fraud, gross negligence, or willful misconduct, or (y) the breach by any Seller Indemnitee of any representation or warranty in this Agreement or any other documents delivered by such Seller Indemnitee to Buyer; provided further that Buyer’s indemnity obligations set forth in this section shall not apply to any Tax, whether or not indemnity is provided in § 5.4(b).

(b)    Seller will be responsible for and shall indemnify, defend, and hold harmless each Buyer Indemnitee, on an after-tax basis, from and against any and all Claims: (1) with respect to each Item of Equipment, which arise before the time that title to that Item passes to Buyer (including Claims relating to or arising from any component, equipment, or part installed on that Item, or any of the related Technical Documents), and which directly or indirectly arise in any manner out of or in connection with (aa) the ownership by Seller or by any third Person of that Item, or (bb) the use, possession, dispossession, re-possession, control, operation, location, landing, departure, condition, acceptance, rejection, delivery, non‑delivery, re‑delivery, registration, de‑registration, re‑registration, sale, leasing, wet leasing, chartering, subleasing, importation, exportation, transfer of title, other disposition of title, abandonment storage, maintenance, service, repair, overhaul, testing, design,

modification, dismantling, disassembly or re‑assembly of that Item by Seller or by any third Person; or (2) which directly or indirectly arise in any manner out of or in connection with a Seller event of default under this Agreement or (3) arising from or related to any breach of any representation, warranty, or covenant made by Seller under this Agreement. The foregoing indemnity shall apply to all Claims, regardless of whether any such Claim arises in tort (including strict liability); provided that this § 9.1(b) shall not extend to any liability arising from (1) any Buyer Indemnitee’s fraud, gross negligence, or willful misconduct, or (2) the breach by any Buyer Indemnitee of any representation or warranty in this Agreement or any other documents delivered by such Buyer Indemnitee to Seller.

(c)    If any Claim is made against a Seller Indemnitee or a Buyer Indemnitee, upon receiving notice of such Claim, such Seller Indemnitee or Buyer Indemnitee will promptly notify Buyer or Seller, respectively; provided that any failure by the indemnified party so to notify the indemnifying party shall not relieve the indemnifying party of its obligations to indemnify hereunder except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnifying party may, and if within a reasonable time requested in writing by an indemnified party to do so shall, at the indemnifying party’s expense, resist and defend the action, suit, or proceeding relating to any Claim, or cause it to be resisted and defended by counsel designated by the indemnifying party (which counsel shall be reasonably satisfactory to the indemnified party), and the indemnified party shall furnish to the indemnifying party such information relating to the conduct or status of such defense as the indemnifying party or its counsel from time to time reasonably requests. If the indemnifying party does not resist or defend such action, suit, or proceeding as provided for in the proceeding sentence, then, unless the indemnifying party has paid the Claim that is the subject of such action, suit, or proceeding, the indemnified party may elect to resist or defend such action, suit, or proceeding with counsel designated by the indemnified party at the indemnifying party’s cost (for reasonable expenses and legal fees).

(a)    waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to in § 11.2 on grounds of inconvenient forum or otherwise as regards proceedings in connection with this Agreement;

(b)    waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in the courts referred to in § 11.2; and

(c)    agrees that (subject to permitted appeals) a judgment or order of any court referred to in § 11.2 in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

Effective upon Delivery of each Aircraft and the Spare Engine, and for two years thereafter, Buyer will maintain, with respect to that Aircraft or Spare Engine, comprehensive aviation liability insurance (including aviation liability, third party bodily and property damage insurance, and war risk and allied perils coverage) with insurers (or reinsurers) of internationally-recognized responsibility, for an amount not less than $1 billion per occurrence. The liability insurance shall be endorsed so that: (a) it names Seller, its affiliates, and the officers, directors, members, managers, agents, employees, and representatives of the foregoing, as additional insureds (“Additional Insureds”); (b) it provides that all of the provisions thereof, except the limits of liability, operate in the same manner as if there were a separate policy covering each insured; (c) it waives any right of subrogation of the insurers against each of the Additional Insureds; (d) it is primary without any right of contribution from any other insurance carried by any Additional Insured; (e) it waives any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured; (f) the coverage afforded to each Additional Insured by the policy shall not be invalidated by any act or omission (including misrepresentation and non-disclosure) of any other person or party which results in a breach of any term, condition or warranty of the policy; and (g) it provides that the insurers will give 30 days’ prior written notice in the event of cancellation, termination, or material alteration in such coverage (or such shorter period as generally applies in the international commercial airline insurance marketplace with respect to non-payment of a premium or war-risk coverage). The insurance required by this § 12 may be subject to any limits prevailing at the time in the aviation insurance marketplace (for example, on the date of this Agreement, AVN 67B). Buyer will furnish to Seller, on the Delivery Date (and promptly after any subsequent renewal of the required insurance), one or more broker’s certificates certifying that the required insurance is in full force and effect.

As a specifically-bargained-for inducement for Buyer to buy the Aircraft and Spare Engine, Seller shall not (and shall cause its affiliates not to) directly or indirectly compete with Buyer or its affiliates for [*]. In the event that Seller sells, leases or otherwise conveys an aircraft

meeting the description contained in this provision to a third party, or otherwise permits such an aircraft (under Seller’s care, custody or control) to be operated by a third party during the period specified in this provision, Seller shall cause such third party to agree in writing to be bound by the provisions contained herein to the same extent as Seller and, further, shall cause such third party to agree in writing that it shall likewise cause any subsequent owner or operator of such aircraft to agree in writing to be bound by such provisions during such period. This provision will not limit the ability of Seller or its affiliates to [*]. If this provision is determined to be unenforceable by reason of its extent, duration, scope, or otherwise, then the parties contemplate that the court making such determination shall reduce such extent, duration, scope, or other provision and enforce them in their reduced form for all purposes contemplated in the Transaction Documentation.

IN WITNESS WHEREOF, Buyer and Seller have executed this Purchase and Sale Agreement.

CARGO AIRCRAFT MANAGEMENT, INC. (Buyer)

NATIONAL AIR CARGO GROUP, INC. (Seller)

One Boeing model 757-200 aircraft bearing manufacturer's serial number 24451 and U.S. FAA registration mark N151GX, including two Rolls-Royce model RB211-535E4 engines, bearing manufacturer’s serial numbers 30855 and 30856, including one Auxiliary Power Unit (“APU”) bearing manufacturer’s serial number P-1179, including all appliances, components, parts, instruments, appurtenances, accessories, furnishings, modules, and other equipment of any nature incorporated in, installed on, or attached to such aircraft.

One Boeing model 757-200 aircraft bearing manufacturer's serial number 26152 and U.S. FAA registration mark N259CA, including two Rolls-Royce model RB211-535E4 engines, bearing manufacturer’s serial numbers 30848 and 30853, including one APU bearing manufacturer’s serial number P-1871, including all appliances, components, parts, instruments, appurtenances, accessories, furnishings, modules, and other equipment of any nature incorporated in, installed on, or attached to such aircraft.

One Boeing model 757-200 aircraft bearing manufacturer's serial number 26154 and U.S. FAA registration mark N763CA, including two Rolls-Royce model RB211-535E4 engines, bearing manufacturer’s serial numbers 30845 and 30913, including one APU bearing manufacturer’s serial number P-1865, including all appliances, components, parts, instruments, appurtenances, accessories, furnishings, modules, and other equipment of any nature incorporated in, installed on, or attached to such aircraft.

One Rolls-Royce model RB211-535E4 bare engine (excluding QEC), bearing manufacturer’s serial number 30594, including all appliances, components, parts, instruments, appurtenances, accessories, furnishings, modules, and other equipment of any nature incorporated in, installed on, or attached to such engine, including an appropriate engine cradle/shipping stand for such engine (collectively, the “Spare Engine”).

The equipment listed on the following two pages (the “Ancillary Equipment”):

Acceptance Certificate: a certificate of acceptance of Delivery for an Item of Equipment, substantially in the form of Schedule 6.

Aircraft: each of the aircraft described in Schedule 1, including the related Engines and APU, or, if the context so requires, more than one of such aircraft.

Airframe: an Aircraft (excluding Engines), including all related Parts.

Ancillary Equipment: the equipment (other than the Aircraft and Spare Engine) described in Schedule 1.

Bills of Sale: the Warranty Bills of Sale and the FAA Bills of Sale.

Boeing Contract: means the Kit Proposal, dated September 21, 2012 between The Boeing Company and National Air Cargo Group, Inc.

Business Day: a day (other than a Saturday or Sunday) on which banks are open for business in New York, NY, and (if necessary for a Delivery) the FAA Aircraft Registry is open in Oklahoma City, OK.

Buyer: Cargo Aircraft Management, Inc.

Buyer Conditions Precedent: the conditions specified in Part B of Schedule 3.

Buyer Indemnitees: (1) Buyer, (2) Buyer’s subsidiaries and affiliates, and (3) the officers, employees, or agents of the entities described in clauses (1) and (2).

Claims: any and all claims, actions, suits, proceedings, judgments, liabilities, damages, losses, expenses or demands, including reasonable attorneys’ fees, costs, and expenses.

Conversion Contract: the May 22, 2010 Aircraft Modification Agreement between NACH and Pemco.

Delivery: the transfer of title to the pertinent Item of Equipment by Seller to Buyer under this Agreement.

Delivery Condition: the requirements of Schedule 7, and the following: (a) any Aircraft then being delivered shall have been modified to a “combi” configuration by Pemco in accordance with the Conversion Contract; (b) the Boeing Company shall have provided the FAA-approved weight upgrades for any such Aircraft in accordance with the Boeing Contract; and (c) the Technical Documents in Seller’s possession for the Item(s) of Equipment then being delivered shall (1) be as inspected by Buyer prior to Delivery, (2) include any additions to such records made after the conclusion of such inspection, (3) include any engineering or other data necessary to maintain any Aircraft then being delivered with the “combi” STC, any other Material STCs and the Master Change

installed in accordance with Federal Aviation Regulations, and (4) satisfy the requirements for Buyer’s use of such Equipment under FAR Part 121. In the event of a dispute between Seller and Buyer regarding whether any Aircraft is in Delivery Condition, Seller and Buyer shall consult in good faith in an effort to resolve the matter, failing which the matter shall be resolved by an appropriate third-party mutually acceptable to the parties (such as The Boeing Company or Rolls-Royce Ltd.).

Delivery Date: the date (which shall be a Business Day) on which the Delivery of the pertinent Item of Equipment occurs.

Delivery Location: (a) for each Aircraft and the Spare Engine, Seller’s facility in Oscoda, Michigan, or such other location mutually and reasonably acceptable to both parties, and (b) for the Ancillary Equipment, Dothan, Alabama, Ypsilanti, Michigan, Oscoda, Michigan or Wilmington, Ohio.

Deposit: defined in § 4.2.

$ and Dollars: the lawful currency of the United States of America, and (in relation to all payments in dollars to be made under this Agreement) same-day funds.

Document Escrow Agent: Daugherty, Fowler, Peregrin, Haught & Jenson.

Document Escrow Letter: defined in § 5.3.

Engines: the engines specified in Schedule 1, including all related Parts.

Equipment: the three Aircraft, the Spare Engine, and the Ancillary Equipment.

Event of Loss: any of the following events with respect to an Item of Equipment: (1) the destruction or damage beyond economic repair of such Item or the rendition of such Item permanently unfit for normal use for any reason whatsoever, (2) any damage or other event that results in an insurance settlement with respect to such Item on the basis of a total loss or constructive or compromised total loss, (3)  the condemnation, confiscation, or requisition of title to such Item, or (4) the loss, theft, or disappearance of such Item which is continuing on its Delivery Date, or, for any reason whatsoever, the confiscation or seizure of such Item.

FAA Bill of Sale: a bill of sale for an Aircraft on FAA form 8050-2.

Funds Escrow Agent: Union Bank of California, N.A.

Funds Escrow Agreement: the June 4, 2012 Funds Escrow Agreement among Buyer, Seller, and Funds Escrow Agent, as such Funds Escrow Agreement may be amended and restated from time to time.

Government Entity: (a) any national government, political subdivision thereof, or local jurisdiction therein; (b) any instrumentality, board, commission, court, or agency of any of the above, however constituted; and (c) any association, organization, or institution of which any of the above is a member or to whose jurisdiction any thereof is subject or in whose activities any of the above is a participant.

Item or Item of Equipment: an Aircraft, the Spare Engine, or an item of Ancillary Equipment listed on Schedule 1.

Law: (a) any statute, decree, constitution, regulation, order, judgment, or other directive of any Government Entity; (b) any treaty, pact, compact, or other agreement by which any Government Entity is bound; (c) any judicial or administrative interpretation or application of any Law described in clause (a) or (b) of this definition; and (d) any amendment or revision of any Law described in clause (a), (b), or (c).

Lien: any encumbrance or security interest however and whenever created or arising, including any mortgage, charge, pledge, lien, encumbrance, assignment, hypothecation, or any other agreement or arrangement conferring security.

Master Change: the FAA-approved retrofit master change, number 0310MK5547, entitled “Increase Maximum Takeoff Weight (MTOW), Maximum Taxi Weight (MTW), and Maximum Zero Fuel Weight (MZFW), provided by The Boeing Company for the Aircraft pursuant to the Boeing Contract.

Material STCs: the STCs identified in Schedule 8.

NACH: National Air Cargo Holdings, Inc.

Part: any part or component (other than a complete Engine) furnished with an Item of Equipment on its Delivery Date, whether or not installed on the Item.

Pemco: Pemco World Air Services, Inc.

Pemco Bankruptcy Proceedings: bankruptcy proceedings concerning Pemco in the United States Bankruptcy Court for the District of Delaware, Case No. 12-10799 (MFW).

Person: any individual person, corporation, partnership, firm, joint stock company, joint venture, trust, estate, unincorporated organization, association, limited liability company or partnership, Government Entity, or organization or association of which any of the above is a member or a participant.

Purchase Price: defined in § 5.1.

Seller: National Air Cargo Group, Inc.

Seller Conditions Precedent: the conditions specified in Part A of Schedule 3.

Seller Indemnitees: (1) Seller, (2) Seller’s subsidiaries and affiliates, and (3) the officers, employees, and agents of the entities described in clauses (1) and (2).

Spare Engine: the engine specified as a “Spare Engine” in Schedule 1, including all related Parts.

STC: a Supplemental Type Certificate.

Taxes: any and all present and future taxes, duties, withholdings, levies, assessments, imposts, fees, and other governmental charges of all kinds (including any value added or similar tax and any stamp, documentary, registration, or similar tax), together with any penalties, fines, surcharges, and interest thereon and any additions thereto.

Technical Documents: the operating and maintenance records specifically relating to any Item of Equipment.

Transaction Documents: this Agreement, the Funds Escrow Agreement, the Document Escrow Letters, the Bills of Sale, the Acceptance Certificates, and any agreement amending or supplementing any of the foregoing documents.

Warranty Bill of Sale: a bill of sale for an Item of Equipment, substantially in the form of Schedule 5.

Seller represents and warrants to Buyer that the following statements are true and accurate:

Buyer represents and warrants to Seller that the following statements are true and accurate:

For good and valuable consideration, the receipt and sufficiency of which Seller hereby acknowledges, National Air Cargo Group, Inc. (“Seller”), hereby sells, delivers, and sets over to Cargo Aircraft Management, Inc. (“Buyer”), good [and marketable] title in and to the following:

[One Boeing model 757-200 aircraft bearing manufacturer's serial number _____ and U.S. FAA registration mark N_____, including two Rolls-Royce model RB211-535E4 engines, bearing manufacturer’s serial numbers _____ and _____, including all appliances, components, parts, instruments, appurtenances, accessories, furnishings, modules, and other equipment of any nature incorporated in, installed on, or attached to such aircraft (collectively, the “Aircraft”).]

[One Rolls-Royce model RB211-535E4 bare engine (excluding QEC), bearing manufacturer’s serial number 30594, including all appliances, components, parts, instruments, appurtenances, accessories, furnishings, modules, and other equipment of any nature incorporated in, installed on, or attached to such engine (collectively, the “Spare Engine”).]

[The equipment listed on the attached schedule (collectively, the “Ancillary Equipment”).]

and good title to the related Technical Documents (as defined in the December __, 2012 Purchase and Sale Agreement (the “Agreement”) between Buyer and Seller).

The interest of the Seller in said [Aircraft] [Spare Engine] [Ancillary Equipment], and the interest transferred by this Bill of Sale, is that of absolute ownership.

The [Aircraft] [Spare Engine] [Ancillary Equipment] and such Technical Documents are sold in an “as is, where is” condition and without recourse or warranty whatsoever, other than the warranty given by Seller in the following paragraph.

Seller hereby warrants to Buyer, and to Buyer’s successors and assigns, that Seller conveys to Buyer the [Aircraft] [Spare Engine] [Ancillary Equipment] and such Technical Documents with full title guarantee, free and clear of any Liens (as defined in the Agreement) and that it will warrant and defend such title forever against all claims and demands whatsoever.

This Bill of Sale shall be governed by the laws of the state of New York, U.S.A.

________ __, 2012

This Acceptance Certificate relates to [one Boeing model 757-200 aircraft bearing manufacturer's serial number _____ and U.S. FAA registration mark N_____, including two Rolls-Royce model RB211-535E4 engines, bearing manufacturer’s serial numbers _____ and _____, including all appliances, components, parts, instruments, appurtenances, accessories, furnishings, modules, and other equipment of any nature incorporated in, installed on, or attached to such aircraft (collectively, the “Aircraft”).] [one Rolls-Royce model RB211-535E4 bare engine (excluding QEC), bearing manufacturer’s serial number 30594, including all appliances, components, parts, instruments, appurtenances, accessories, furnishings, modules, and other equipment of any nature incorporated in, installed on, or attached to such engine (collectively, the “Spare Engine”).] [the equipment listed on the attached schedule (collectively, the “Ancillary Equipment”).]

Cargo Aircraft Management, Inc. (“Buyer”) hereby certifies that, pursuant to the December __, 2012 Purchase and Sale Agreement (the “Agreement”) between National Air Cargo Group, Inc. (“Seller”) and Buyer:

______ __, 2012

(a)    The Aircraft shall (i) be in flyable condition; (ii) be in compliance with the Boeing MPD (May 20, 2011 revision or later), MSG 3 Maintenance Program, as updated periodically in accordance with FAA requirements; (iii) be in compliance with and have a valid U.S. Certificate of Airworthiness; (iv) have a valid registration with the FAA, meet all FAR 121 requirements for “combi” aircraft, and be suitable for immediate operation under FAR Part 121 upon conformity by the applicable operator, without waiver, unless the benefit of such waiver is applicable to the Buyer; (v) have had terminating action, if applicable, accomplished on all outstanding Airworthiness Directives ("A.D.s") and affecting the Aircraft, its engines and APU as issued by the FAA requiring action within five hundred forty-eight (548) days of the Delivery Date for the Aircraft, with no repetitive inspections falling between C-checks (other than those inspections disclosed to Buyer prior to execution of the Transaction Documentation); (vi) Alternate Means of Compliance (AMOC) affecting the Aircraft, its engines and APU must be transferrable and reasonably acceptable to Buyer; (vii) be in compliance with Configuration, Maintenance and Procedures (CMP ETOPS 180), Document number D011N002, Rev K; (viii) have all instruments and call outs in U.S. standard configuration; (ix) be in accordance with the following weights: MTOW 255,000 lbs, MZFW 186,000 lbs and MLW 210,000 lbs; (x) have installed an ISS flat panel modification, Pegasus FMS system with DMCU, ACARS w/printer, ICG SATCOM, Dual HF’s and Cockpit Voice Recorder (CVR) AD upgrade to 120-minute record time; and (xi) be in accordance with the pertinent Aircraft Specifications attached to this Schedule.

(b)    General Conditions. Seller will provide Buyer or its agent unrestricted use of and/or reasonable access to Buyer’s maintenance program and Aircraft records and manuals reasonably prior to the Delivery Date in order to facilitate the Aircraft's integration into Buyer’s fleet. On the Delivery Date, Seller will deliver to Buyer all current and complete historical records required to be maintained for the Aircraft, its engines and APU, including documents, manuals, data, overhaul records, life limited part traceability to “Zero Time Since New”, log books, original delivery documents (if available), serviceable parts tags (to the extent available), FAA forms, modification records and inspection records, and including all of the Aircraft records and manuals pertaining to the Aircraft that are in Seller’s possession.

(c)    Condition of Airframe. The Airframe shall meet the conditions outlined below:

(i)    Any repairs or alterations or structural damage shall have been repaired to a permanent standard as per the SRM or, if the damage is outside the scope of the SRM, shall require FAA 8110-3 certification. Except those disclosed to Buyer prior to execution of the Transaction Documentation, all repairs of a temporary or interim nature, requiring repetitive inspection or further upgrading shall have been upgraded to permanent repair prior to delivery.

(ii)    All major repairs shall have proper documentation traceable to FAA approval. Reference to approval by SRM shall be shown to be proper and within the scope of the SRM approved repair. Buyer may re-inspect, or cause to be removed, those repairs where good technical reason exists to question the validity of reference to SRM approval. Buyer acknowledges that

Category B repairs will be considered to be permanent repairs and also acknowledges that where all other repair documentation is acceptable, the concept of fleet leader can be used to set the re-inspection criteria for Category B repairs. In this respect, Seller shall make commercially-reasonable efforts to obtain records to maximize the reinspection interval for Category B repairs.

(iii)    With respect to major and minor alterations, Seller shall provide to Buyer a listing of all alterations made on the Aircraft reasonably prior to the Delivery Date. Buyer may request any additional data on all alterations where the Buyer questions the major/minor classification or method of FAA approval. A complete list of major alterations that require FAA approval shall be agreed between Buyer and Seller reasonably prior to the Delivery Date.

(iv)    Seller and Buyer shall consult in good faith in an effort to agree as to the propriety of the major and minor classification of repairs and alterations, failing which the matter shall be resolved by an appropriate third party mutually acceptable to Buyer and Seller.

(v)    The main and the nose landing gears shall be fresh from overhaul in accordance with the manufacturer's maintenance program; with traceability back to manufacturer's installation for all life limited components in the landing gears and all history to current times, cycles and calendar limitations.

(vi)    Except as shall have been disclosed by Seller to Buyer prior to execution of the Transaction Documentation, the Aircraft, its engines and APU shall have no open, deferred, continued or carry-over items to include no reduced inspection intervals, or placarded maintenance items or watch items or placarded log book items, and all other log book discrepancies shall be cleared.

(d)    Engines. The Aircraft’s installed engines and the Spare Engine shall have the number of engine flight hours and engine cycles remaining to the next scheduled removal as specified in the pertinent Aircraft Specifications attached to this Schedule and shall be eligible for 180-minutes ETOPS requirements. Further, each engine shall pass a complete video borescope inspection (performed by an independent qualified inspector acceptable to Buyer and Seller) based on the Boeing maintenance manual limits without an imposed reduced inspection interval, except for those engines bearing ESN 30845, 30848 and 30853, each of which has a 500 flight hour re-inspection interval and the engine bearing ESN 30913 which currently has a 250 to 350 flight hour re-inspection interval. Each engine shall successfully complete a replacement engine test run (utilizing Test Block 1 through 16) in accordance with the Boeing maintenance manual (Reference 71-00-00, Page Block 500, as amended from time to time). Each engine shall also have Engine Condition Monitoring (ECM) data for the last ninety (90) engine operational days (or since last restoration if less than 90 operational days), to the extent that such data are in Seller’s possession. Engine vibration as measured shall be within the limits as specified per the Boeing 757-200 Maintenance Manual Chapter 71-00-00, applicable to Rolls-Royce RB211-535E4 model engines. Except as otherwise disclosed, oil consumption of each engine shall be within the unrestricted maintenance manual limits for ETOPS operations and there shall be no external oil leaks. Magnetic plugs/chip detectors condition shall be within the manufacturer’s maintenance manual limits without imposing reduced inspection interval. No engine shall have a condition which, per the manufacturer’s maintenance manual, shall impose a reduced inspection interval, other than as otherwise disclosed. The inspections, runs and

checks required by this Section (d) shall be performed during Buyer’s inspection in accordance with the manufacturer’s maintenance program, except to the extent otherwise provided in this Section (d).

(e)    Condition of Controlled Components. At the time the Aircraft is delivered to Buyer, all flight hour, cycle or calendar controlled hard time components under the manufacturer’s maintenance program shall be supported by appropriate certification documentation indicating traceability, to the extent in Seller’s possession, of TSN, CSN, TSO and CSO in the form of an FAA Form 8130-1, as applicable. Each "on-condition" and "condition-monitored" component will be serviceable, serialized and have documentation indicating traceability, to the extent in Seller’s possession, of TSN, CSN, TSO and CSO.

(f)    APU Condition. The APU shall be in serviceable condition with the lower life limited parts having the remaining number of flight hours specified in the Aircraft Specifications attached to this Schedule until the next scheduled removal in accordance with the manufacturer's time limitation manual. Further, the APU shall meet ETOPS requirements and shall pass a borescope inspection immediately prior to delivery with no defects and/or repetitive inspections. The APU shall also have successfully completed an on-wing health check immediately prior to delivery per the manufacturer’s (Boeing’s or Honeywell’s) maintenance program. Oil consumption shall be within the unrestricted maintenance manual limits for ETOPS operations and there shall be no external oil leaks.

Dear Ms. Jenson:

The undersigned National Air Cargo Group, Inc. ("Seller"), and Cargo Aircraft Management, Inc. ("Buyer"), have each agreed to deliver to you the following executed original documents with respect to the above-referenced Aircraft [Spare Engine][Ancillary Equipment], to be held in escrow and distributed in accordance with these instructions:

Documents to be Deposited by Seller:

Document to be Deposited by Buyer:

The documents delivered to you by the Seller are the "Seller Documents" and the document delivered to you by the Buyer is the "Buyer Document".

When you have received both the Buyer Document and the Seller Documents, and you have received an acknowledgement from Seller and Buyer via email, that Buyer has executed the Acceptance Certificate, please (i) confirm these facts to Buyer and Seller via telephone conference and email, and, upon such confirmation (ii) notify the Funds Escrow Agent to release the $___________________ of funds (the “Escrow Funds”) to Seller’s account (the “Release Notice”), via telephone conference and email.

Upon receipt by you of confirmation from ______________________ (the “Funds Bank”) that the Funds Bank has received the Escrow Funds for the benefit of Seller, you are instructed and authorized to (i) file the Form 8052-2 with the FAA, (ii) distribute the Warranty Bill(s) of Sale to Buyer, (iii) distribute the remaining Seller Documents to Buyer, and (iv) distribute the Buyer Document to Seller.

If the conditions to delivery by you of the Release Notice contained in the prior paragraphs have not been met or waived in writing within seven (7) calendar days after date of this letter, you are irrevocably authorized and instructed to return the Seller Documents to Seller and the Buyer Document to Buyer.

We hereby confirm to you that you are entitled to act in accordance with this letter upon receipt of a copy of the releases by email unless instructed otherwise, and hereby further confirm that you are entitled to act upon joint written instructions signed or orally communicated by Seller and Buyer that may vary from the terms of this letter.

The Buyer and Seller hereby confirm to you that they will be responsible for and hereby agree to pay the fees and expenses incurred in connection with acting as document escrow agent.

The notices and documents that we have requested that you deliver pursuant to this agreement should be delivered to the following:

If to Seller:    National Air Cargo Group, Inc.

Email: ***@***    

If to Buyer:            Cargo Aircraft Management, Inc.

145 Hunter Drive

Wilmington, Ohio 45177 U.S.A.

Attention:     W. Joseph Payne

Vice President

Telephone: (937) 366-2686

Email: ***@***    

If to Funds Escrow Agent:    Union Bank of California, NA

551 Madison Avenue, 11^th Floor

New York, NY 10022

Attention: Hugo Gindraux

Telephone: (646) 452-2011

Email: ***@***

This Agreement may be delivered by the parties to each other by email transmission and such delivery may be relied on by the other as if the document were a manually signed original and will be binding on the party sending the facsimile transmission for all purposes of this Agreement.

Thank you for your assistance.

SELLER:            National Air Cargo Group, Inc.

By     

Its     

BUYER:            Cargo Aircraft Management, Inc.

By     

    

Its