WEB SITE OPERATOR ADVERTISING AGREEMENT

WHEREAS, Web Site Owner owns and operates a certain web site identified as JetRequest.com (the “Web Site”)

WHEREAS, Client desires to have their empty legs and transient aircraft availabilities (the “Advertisements”) placed on the Web Site to promote its services

NOW, THEREFORE, Web Site Owner and Client agree as follows:

1. Scope of Services

    Web Site Owner will display Advertisements on the web site located at http://www.jetrequest.com (the "Web Site") and other pages linked thereto. The Advertisements will be linked to Client's designated email address to receive requests from buyers potentially interested in aircraft availabilities.

2. Term and Termination

       Unless terminated as provided herein, this Agreement will extend for a period of one (1) year. Thereafter, Client will have to re-subscribe at http://www.jetrequest.com/operator_login each year for continued usage of Client's account. Either party may terminate this agreement with or without cause upon thirty (30) days written notice. Termination for breach will not alter or affect the terminating party's right to exercise any other remedies for breach.

3. Manner of Display and Acceptable Content

       Until this Agreement is terminated according to the terms provided herein, the Advertisements will be displayed on the Empty Leg, Transient, and any other appropriate pages of JetRequest.com. Client will supply all aircraft and availability information for the Advertisements as well as the appropriate contact information. All Advertisements must conform to standards promulgated from time to time by Web Site Owner and available online at http://www.jetrequest.com/empty_leg_advertisements.php. Any failure of an Advertisement or of the email linked thereto to conform to these standards will constitute a breach of this Agreement. Web Site Owner reserves all rights to determine whether content submitted for the Advertisements is acceptable for use on the Web Site. Web Site Owner may, in its sole discretion, refuse the use of any Advertisement. In some instances, uploaded aircraft photos may be used as general website content after termination of the Agreement.

4. Price and Payment

       Client will compensate Web Site Owner for the Advertisements pursuant to the terms and times for payment set forth in Exhibit A. Web Site Owner reserves the right to seek recovery of any overdue amounts from either or both Client and any of its authorized advertising agents.

5. Limitation of Liability, Indemnification

      Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the performance of the terms of this Agreement, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Client will indemnify and hold Web Site Owner harmless against any claims incurred by Web Site Owner arising out of or in conjunction with the placement or display of any Advertisement or Client's breach of this Agreement, as well as all reasonable costs, expenses and attorneys' fees incurred therein. Web Site Owner's total liability under this Agreement with respect to the Advertisements, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Client to Web Site Owner.

6. Relation of Parties

     The performance by Web Site Owner of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply an agency relationship between Web Site Owner and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

7. Non-assignment

      Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

8. Arbitration

      Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Texas. The arbitration will be held in Texas. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

9. Attorneys' Fees

    If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.

10. Severability

     If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

11. Waiver and Modification

     The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

12. Entire Agreement

    This Agreement, together with any attachments referred to herein, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

Exhibit A 

      Client has authority to upload their entire aircraft fleet’s empty leg availabilities and transient availabilities at a cost of $600 per year charged to or debited from the account provided by Client.