8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported)   October 2, 2006
                                                   ---------------


                            ARDENT ACQUISITION CORP.
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             (Exact name of registrant as specified in its charter)

  Delaware                         000-51115                            1635240
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(State or other jurisdiction     (Commission                 (I.R.S. Employer
   of incorporation)              File Number)              Identification No.)

1415 Kellum Place, Suite 205, Garden City, New York                11530
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(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code (516) 739-1017


- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|X| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13a-4(c))



ITEM 1.01.     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 2, 2006,  Ardent  Acquisition  Corp. (the  "Company")  entered into a
Stock Purchase  Agreement (the "Purchase  Agreement") with certain  stockholders
and Letter  Agreements (the "Letter  Agreement") with other  stockholders  (each
stockholder is a "Seller" and are collectively the "Sellers") of Avantair, Inc.,
a Nevada  corporation  ("Avantair"),  pursuant  to which the  Company  agreed to
acquire from the Sellers all of Avantair's issued and outstanding  capital stock
(the "Purchase Shares").

Under  the  terms  of the  Purchase  Agreement  and the  Letter  Agreements,  in
consideration  for the  Purchase  Shares,  at the  closing  contemplated  by the
Purchase  Agreement  (the  "Closing")  the Company  will issue to the Sellers an
aggregate of 7,000,000  shares of the Company's  common stock, par value $0.0001
per share ("Company Common Stock"), subject to adjustment based on the aggregate
amount of cash in the  Company's  accounts  less all the  actual or  anticipated
transaction expenses incurred by the Company (but excluding expenses incurred by
Avantair or the  Sellers).  The Sellers  are also  eligible to receive  deferred
purchase  price  payments  based on the  financial  performance  of the Company,
Avantair and its subsidiaries  (on a consolidated  basis) during the fiscal year
ending June 30, 2007 and the fiscal  year  ending June 30,  2008.  At the end of
each of these  fiscal  years,  the Company will  calculate  (based on its annual
audited  consolidated  financial  statements)  its net income or loss,  plus (i)
interest expense,  (ii) total taxes paid or payable,  and (iii) depreciation and
amortization  expense,  all as determined on a consolidated  basis in accordance
with  GAAP,  but  subject  to  certain  adjustments  described  in the  Purchase
Agreement.  If this calculated  amount is greater than $6,000,000 for the fiscal
year ending June 30, 2007,  the Company will issues to the Sellers an additional
aggregate of 1,000,000 shares of Company Common Stock. If this calculated amount
is greater  than  $20,000,000  for the fiscal  year ending  June 30,  2008,  the
Company will issue to the Sellers an additional aggregate of 5,000,000 shares of
Company Common Stock. In addition, if at any time after the Closing but prior to
February 23, 2009, the closing  trading price on the  Over-the-Counter  Bulletin
Board (or on a national  securities market on which Company Common Stock is then
quoted for  trading) of Company  Common  Stock for 20 trading days within any 30
trading day period  equals or exceeds  $8.50 per share,  then the  Company  will
issue to the Sellers an  additional  aggregate  of  5,000,000  shares of Company
Common Stock.

The Company has agreed,  concurrently with the Closing,  to increase the size of
its board of  directors  to seven  members.  The Sellers  will have the right to
nominate four members of the Company's  board of directors,  one of whom will be
subject to the approval of the  Company's  initial  stockholders.  The Company's
initial  stockholders  will  have the right to  nominate  three  members  of the
Company's  board of  directors.  Two of the  Sellers'  designees  and two of the
Company's  initial   stockholders'   designees  must  qualify  as  "independent"
directors under  applicable rules and regulations of the Securities and Exchange
Commission  and any  securities  exchange on which Company  Common Stock is then
quoted for trading.

In connection with a separate (but related)  transaction,  Avantair entered into
an  Investors  Rights  Agreement  (to which  the  Company  is not a party)  (the
"Investors  Rights  Agreement")  under which it agreed with  certain  Sellers to
cause  the  Company  to file a  "shelf"  registration  statement  within 60 days
following the Closing with respect to approximately 46% of the shares of Company
Common Stock issued to certain  Sellers at the Closing,  and to file  additional
"shelf"  registration  statements  within 60 days  following the issuance of the
deferred purchase price payments  described above. If any of these  registration
statements are not timely filed by the Company,  then, on the 60th day after the
issuance of such shares and for 30-day  period  thereafter  that the  applicable
registration statement remains unfiled, Avantair will cause the Company to issue
warrants (exercisable at $5.00 per share) to the Sellers eligible to participate
in such  registration  statements  in an  amount  equal to 2% of  their  initial
investment in Avantair. In the Purchase Agreement, the Company acknowledged that
it will comply with these  obligations.  The full text of the  Investors  Rights
Agreements is attached hereto as Exhibit 10.1.



At the Closing, certain Sellers (who will receive in the aggregate approximately
54% of the shares of Company  Common Stock issued at the Closing)  will agree to
restrictions  on their ability to sell certain of these shares of Company Common
Stock.  These  restrictions  will prohibit sale of such shares of Company Common
Stock by most of these Sellers until the second anniversary of the Closing.

The Purchase  Agreement and Letter  Agreements have been approved and adopted by
the  Company's  Board  of  Directors,   but  is  subject  to  customary  closing
conditions,  including the approval of the Company's stockholders.  In addition,
the Closing is conditioned on the holders of less than 20% of the Company Common
Stock issued in its initial  public  offering  voting  against the  transactions
contemplated  by the Purchase  Agreement and Letter  Agreements  and  exercising
their  right to  convert  their  shares of  Company  Common  Stock  into cash in
connection  with such vote, as permitted by the  Company's  Amended and Restated
Certificate of Incorporation.  The Company's  initial  stockholders and officers
and directors,  holding  approximately  [19%] of the Company Common Stock,  have
agreed to vote their shares in  accordance  with the vote of the majority of the
non-affiliated stockholders of the Company.

The full text of the Purchase  Agreement and the Letter  Agreements are attached
hereto as Exhibits 2.1 and 2.2, respectively.

On  October  2, 2006,  the  Company  entered  into a Loan  Agreement  (the "Loan
Agreement") by and among Avantair,  CNM, Inc. ("CNM") and the Company.  See Item
2.03 for a description of the material terms of the Loan Agreement.

ITEM 2.03.  CREATION OF A DIRECT FINANCIAL  OBLIGATION OR AN OBLIGATION UNDER
            AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On  October  2, 2006,  the  Company  entered  into a Loan  Agreement  (the "Loan
Agreement") by and among Avantair,  CNM, Inc. ("CNM") and the Company. Under the
Loan  Agreement,  CNM loaned to Avantair an additional  $7,600,000  (the "Loan")
under the terms of a Revolving Credit Agreement  ("Credit  Agreement") dated May
31, 2005 between Avantair and CNM. In addition to the Loan, Avantair owes CNM an
aggregate of approximately  $18.9 million pursuant to the Credit Agreement.  The
Loan is secured by all assets of Avantair  and  accrues  interest at the rate of
15% per annum.  Pursuant  to the Loan  Agreement,  within 7 days  following  the
Closing,  Avantair (or the Company) will repay to CNM no less than  $15,000,000,
which amount shall repay the Loan (plus all accrued and unpaid  interest)  and a
portion of the outstanding  balance owed to CNM under the Credit  Agreement such
that the aggregate  outstanding amount owed to CNM shall not exceed $10,000,000.
Following this payment, the remaining  outstanding balance owed to CNM under the
Credit Agreement will be converted into a term loan, repayable by Avantair in 12
equal quarterly installments and accruing interest at the rate of 10% per annum.
The Company's  obligations  under the Loan  Agreement are  conditioned  upon the
occurrence of the Closing.

The full text of the Loan  Agreement  is filed as  Exhibit  10.2  hereto  and is
incorporated herein by reference.

ITEM 7.01.     REGULATION FD DISCLOSURE.

On October 2, 2006, the Company  entered into the Purchase  Agreement and Letter
Agreements  with  respect  to the  acquisition  of all of the  capital  stock of
Avantair.  A copy of the press release  announcing the execution of the Purchase
Agreement is attached to this Report as Exhibit 99.1.  Furnished as Exhibit 99.2
to this  Report  is the form of slide  show  presentation  that  will be used in
presentations to be held by the Company for certain of its stockholders.



ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

2.1     Stock  Purchase  Agreement,  dated as of October 2, 2006 between  Ardent
        Acquisition Corp. and the Stockholders of Avantair,  Inc. The registrant
        agrees to furnish  supplementally a copy of any omitted schedules to the
        Commission upon request.

2.2     Letter  Agreement,  entered into as of October 2, 2006 between Avantair,
        Inc., certain equity investors, and Ardent Acquisition Corp.

10.1    Investors Rights Agreement,  entered into as of October 2, 2006, between
        Avantair, Inc. and certain equity investors.

10.2    Loan  Agreement,  entered  into  as of  October  2,  2006  by and  among
        Avantair,  Inc., CNM, Inc. and Ardent  Acquisition  Corp. The registrant
        agrees to furnish  supplementally a copy of any omitted schedules to the
        Commission upon request.

99.1    Press  Release,  dated October 3, 2006  (including  unaudited  financial
        information regarding Avantair, Inc.).

99.2    Slide Show Presentation




                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                                 ARDENT ACQUISITION CORP.


                                                 By: /s/ Barry J. Gordon
                                                 -------------------------
                                                 Name:  Barry J. Gordon
                                                 Title: Chief Executive Officer

Date: October 3, 2006

EX-2.1

                                                                          EX-2.1

                                                                  EXECUTION COPY

                            STOCK PURCHASE AGREEMENT

                           DATED AS OF OCTOBER 2, 2006

                                     BETWEEN

                            ARDENT ACQUISITION CORP.

                                       AND

                       THE STOCKHOLDERS OF AVANTAIR, INC.




                                TABLE OF CONTENTS

                                                                            PAGE


ARTICLE I.   CLOSING; SALE AND PURCHASE........................................1
      1.1    The Closing.......................................................1
      1.2    Sale and Purchase of the Purchase Shares..........................1
      1.3    Delivery of Purchase Price and Stock Certificates.................2
      1.4    Directors and Officers............................................2
      1.5    Purchase Price Adjustment.........................................2
      1.6    Deferred Purchase Price...........................................2
      1.7    Additional Consideration..........................................4
      1.8    Acceleration Events...............................................5
      1.9    Actions Simultaneous..............................................5

ARTICLE II.  REPRESENTATIONS AND WARRANTIES OF THE SELLERS WITH RESPECT
             TO THE PURCHASE SHARES ...........................................5
      2.1    Authority; Execution and Delivery; Enforceability.................5
      2.2    Non-Contravention.................................................6
      2.3    Title to Purchase Shares..........................................6
      2.4    Consents and Approvals............................................6
      2.5    Litigation and Claims.............................................6
      2.6    No Finder.........................................................6
      2.7    Investment Representations........................................7
      2.8    Accredited Investor...............................................7

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE SELLERS WITH RESPECT
             TO THE COMPANY ...................................................7
      3.1    Organization; Good Standing.......................................7
      3.2    Subsidiaries; Equity Interests....................................7
      3.3    Non-Contravention.................................................8
      3.4    Corporate Documents...............................................8
      3.5    Capitalization; Options...........................................8
      3.6    Consents and Approvals............................................9
      3.7    Title to Assets; Sufficiency of Assets............................9
      3.8    Real Property....................................................10
      3.9    Employment Related Agreements and Actions........................11
      3.10   Contracts........................................................13
      3.11   Intellectual Property............................................15
      3.12   Insurance........................................................18
      3.13   Books and Records................................................19
      3.14   Financial Statements; Liabilities................................19
      3.15   Accounting Practices.............................................19
      3.16   Tax Matters......................................................20
      3.17   Absence of Certain Changes and Events............................21
      3.18   Litigation and Claims............................................23
      3.19   Governmental Permits; Compliance with Laws.......................23


                                       i



      3.20   Environmental Matters............................................24
      3.21   Employee Plans...................................................24
      3.22   Accounts Receivable..............................................26
      3.23   Major Customers..................................................27
      3.24   Aircraft Operations..............................................27
      3.25   Product and Service Warranties...................................28
      3.26   Bank Accounts....................................................29
      3.27   No Finder........................................................29

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER.......................29
      4.1    Organization; Good Standing......................................29
      4.2    Authority; Execution and Delivery; Enforceability................29
      4.3    Non-Contravention................................................29
      4.4    Consents and Approvals...........................................30
      4.5    SEC Reports......................................................30
      4.6    Purchase Price...................................................30
      4.7    Litigation and Claims............................................30
      4.8    Capitalization...................................................30
      4.9    No Finder........................................................31
      4.10   Board Approval...................................................31

ARTICLE V. ACTION PRIOR TO THE CLOSING DATE...................................31
      5.1    Conduct of Business..............................................31
      5.2    Notification of Certain Matters..................................34
      5.3    Access...........................................................35
      5.4    Issuance of Purchaser Securities.................................35
      5.5    Standstill.......................................................35
      5.6    Purchaser Stockholder Approval...................................36
      5.7    Notice of Litigation.............................................37
      5.8    Fulfillment of Conditions to Purchaser's Obligations.............37
      5.9    Fulfillment of Conditions to Company's Obligations...............37
      5.10   Governmental Consents............................................37
      5.11   Third Party Consents.............................................38
      5.12   Publicity........................................................38
      5.13   Equity Compensation Plan.........................................38

ARTICLE VI. OTHER AGREEMENTS OF THE PARTIES...................................38
      6.1    Confidentiality..................................................38
      6.2    Further Assurances...............................................39
      6.3    Tax Returns......................................................39
      6.4    Corporate Indemnification........................................40
      6.5    Qualification as a "Reorganization" .............................41

ARTICLE VII. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER.................41
      7.1    Representations and Warranties...................................42
      7.2    Performance......................................................42


                                       ii



      7.3    No Material Adverse Effect.......................................42
      7.4    Certificates.....................................................42
      7.5    No Injunction....................................................42
      7.6    Government Approvals.............................................42
      7.7    Third Party Consents.............................................42
      7.8    Resignations.....................................................42
      7.9    Releases.........................................................42
      7.10   Liens............................................................43
      7.11   Stockholder Approval.............................................43
      7.12   Employment Agreement.............................................43
      7.13   Stockholders Agreement...........................................43
      7.14   Escrow Agreement.................................................43
      7.15   Good Standing....................................................43

ARTICLE VIII. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLERS..............43
      8.1    Representations and Warranties...................................43
      8.2    Performance......................................................43
      8.3    No Material Adverse Effect.......................................43
      8.4    Certificates.....................................................43
      8.5    No Injunction....................................................44
      8.6    Government Approvals.............................................44
      8.7    Third Party Consents.............................................44
      8.8    Stockholder Approval.............................................44
      8.9    Employment Agreement.............................................44
      8.10   Stockholders Agreement...........................................44
      8.11   Escrow Agreement.................................................44
      8.12   Stock Certificates...............................................44
      8.13   Good Standing....................................................44
      8.14   Trust Fund.......................................................44
      8.15   Purchaser Common Stock...........................................45
      8.16   Resignations.....................................................45

ARTICLE IX. INDEMNIFICATION...................................................45
      9.1    Survival.........................................................45
      9.2    Indemnification by Sellers.......................................45
      9.3    Indemnification by Purchaser.....................................46
      9.4    Limitations on Indemnification...................................46
      9.5    Tax Treatment of Indemnity Payments..............................47
      9.6    Notice of Claims.................................................47
      9.7    Third Party Claims...............................................47
      9.8    Effect of Investigation..........................................48
      9.9    Payment of Indemnification.......................................48
      9.10   Claims Management................................................48

ARTICLE X. TERMINATION........................................................49
      10.1   Termination......................................................49
      10.2   Effects of Termination...........................................49

                                      iii



ARTICLE XI. MISCELLANEOUS.....................................................50
      11.1   Expenses of the Transaction......................................50
      11.2   Notices..........................................................50
      11.3   No Modification Except in Writing................................51
      11.4   Entire Agreement.................................................51
      11.5   Severability.....................................................51
      11.6   Assignment.......................................................51
      11.7   Governing Law....................................................51
      11.8   Specific Performance.............................................52
      11.9   Headings; References.............................................52
      11.10  Interpretation...................................................52
      11.11  Third Parties....................................................53
      11.12  Counterparts and Facsimile Signatures............................53


                                       iv



                                   APPENDICES


   APPENDIX A.  DEFINITIONS

   APPENDIX B.  SELLER DISCLOSURE SCHEDULE

   APPENDIX C.  PURCHASER DISCLOSURE SCHEDULE

                                    EXHIBITS

   ALLOCATION AMONG SELLERS                                        EXHIBIT 1

   RELEASE                                                         EXHIBIT 2

   SANTO EMPLOYMENT AGREEMENT                                      EXHIBIT 3

   WATERS EMPLOYMENT AGREEMENT                                     EXHIBIT 4

   STOCKHOLDERS AGREEMENT                                          EXHIBIT 5

   ESCROW AGREEMENT...                                             EXHIBIT 6

                                       v



                            STOCK PURCHASE AGREEMENT

        STOCK PURCHASE AGREEMENT ("Agreement"), dated as of October 2, 2006,
between Ardent Acquisition Corp., a Delaware corporation ("Purchaser"), and
Andiamo Aviation, LLC, Camelot 27, LLC, John Waters, Jeffrey Kirby and Kevin
McKamey (each, a "Seller," and collectively, the "Sellers").

                              W I T N E S S E T H:

        WHEREAS, the Sellers own of record and beneficially all of the shares of
Class A common  stock,  par value $0.01 per share (the  "Purchase  Shares"),  of
Avantair,  Inc., a Nevada corporation (the "Company"),  representing 100% of the
Company's issued and outstanding capital stock on a fully diluted basis;

        WHEREAS, Steven F. Santo owns 50% of the membership interests in Camelot
27, LLC;

        WHEREAS,  Alfred Rapetti owns a minority  membership interest in Andiamo
Aviation, LLC;

        WHEREAS, Purchaser desires to purchase and acquire from the Sellers, and
the Sellers desire to sell and transfer to Purchaser, the Purchase Shares on the
terms and subject to the conditions hereinafter set forth; and

        WHEREAS, terms used in this Agreement and not otherwise defined in this
Agreement are defined in Appendix A hereto.

        NOW, THEREFORE, the parties hereto hereby agree as follows:

                                   ARTICLE I.

                           CLOSING; SALE AND PURCHASE

        1.1     THE CLOSING. The closing (the "Closing") of the transactions
contained in this Article I shall take place at 10:00 A.M., Eastern Time, on the
second Business Day after all of the conditions contained in Articles VII and
VIII have been satisfied or waived (other than those conditions which will be
satisfied at the Closing Time), or at such other time or such other date as
Purchaser and the Sellers may agree, at the offices of Katten Muchin Rosenman
LLP, 575 Madison Avenue, New York, New York (hereinafter, such date is referred
to as the "Closing Date" and such time on the Closing Date is referred to as the
"Closing Time").

        1.2     SALE AND PURCHASE OF THE PURCHASE SHARES. Upon the terms and
subject to the conditions set forth herein, at the Closing, the Sellers agree to
sell, convey, transfer and assign the Purchase Shares to Purchaser free and
clear of all Liens, and deliver to Purchaser certificates representing the
Purchase Shares, duly endorsed in blank or accompanied by stock or other
appropriate powers in blank with all appropriate transfer stamps affixed thereto
(the "Stock Certificates"), and Purchaser agrees to purchase the Purchase Shares
from the Sellers for an aggregate consideration of (the "Purchase Price") (i)
Seven Million (7,000,000) shares of

                                       1



Purchaser Common Stock, subject to adjustment in accordance with Section 1.5,
PLUS (ii) at the times and subject to the terms and conditions set forth
therein, the shares of Purchaser Common Stock issuable pursuant to Sections 1.6
and 1.7.

        1.3     DELIVERY OF PURCHASE PRICE AND STOCK CERTIFICATES. Subject to
satisfaction or waiver by the relevant party of the relevant conditions to
Closing, at the Closing, (i) 7,000,000 shares of Purchaser Common Stock (as
adjusted in accordance with Section 1.5), less the Escrow Amount (which shall be
deducted solely from the shares of Purchaser Common Stock otherwise payable to
Camelot 27, LLC, Jeffrey Kirby, John Waters, Kevin McKamey, and Andiamo
Aviation, LLC (provided, however, in the event of the dissolution of Andiamo
Aviation then from the shares payable to Alfred Rapetti), in the amounts set
forth on Exhibit 1), shall be issued by Purchaser to the Sellers pursuant to the
allocation set forth on Exhibit 1, (ii) the shares of Purchaser Common Stock
comprising the Escrow Amount shall be issued by Purchaser to the Escrow Agent in
accordance with the terms of the Escrow Agreement and (iii) the Stock
Certificates shall be delivered by the Sellers to Purchaser.

        1.4     DIRECTORS AND OFFICERS. At the Closing, the directors of
Purchaser immediately prior to the Closing shall resign, and the Board of
Directors of Purchaser will be comprised of three individuals designated by
Purchaser's stockholders and four individuals designated by the Sellers, of
which one individual will be subject to the approval of Purchaser. At least two
of the designees of Purchaser and at least two of the designees of the Sellers
must meet the independence requirements of Rule 10A-3 of the Exchange Act and of
any securities exchange on which Purchaser's securities are then listed for
trading or on which Purchaser proposes to be listed for trading following the
Closing. Purchaser and the Sellers hereby agree that one of Purchaser's initial
designees shall be Barry Gordon, who shall serve as Purchaser's non-executive
Chairman until such time as his successor shall be duly elected.

        1.5     PURCHASE PRICE ADJUSTMENT. The Purchase Price may be adjusted as
follows:

        (a)     At the Closing, Purchaser shall prepare and deliver to the
Sellers a certificate (the "Closing Cash Statement") setting forth the aggregate
amount of cash in the Purchaser's accounts (including amounts held in the trust
account administered by Continental Stock Transfer & Trust Company) as of the
close of business on the day immediately preceding the Closing Date, LESS all
transaction expenses of the Purchaser incurred, or anticipated in good faith to
be incurred, in connection with the transactions contemplated hereby (but not
including such expenses of the Sellers, the Company or any Subsidiary) (the
"Purchaser Closing Cash Amount"). The Closing Cash Statement shall be prepared
from the Books and Records of the Purchaser in conformity with GAAP.

        (b)     If the Closing Cash Statement states that the Purchaser Closing
Cash Amount is less than $35,000,000 (the "Target Net Purchaser Closing Cash
Amount"), then the number of shares of Purchaser Common Stock comprising the
Purchase Price shall be increased by dividing (A) the amount, if any, by which
the Target Net Purchaser Closing Cash Amount exceeds the Purchaser Closing Cash
Amount by (B) $6.00.

                                       2



        (c)     Any such increase in the Purchase Price provided in Section
1.5(b) shall be effected by the issuance at the Closing of additional shares of
Purchaser Common Stock by the Purchaser to the Sellers in the proportions set
forth on Exhibit 1.

        1.6     DEFERRED PURCHASE PRICE.

        (a)     Within ten Business Days after the completion of the Purchaser's
annual audited consolidated financial statements for each of the fiscal years
ending June 30, 2007 and 2008 (each of which shall be prepared in accordance
with GAAP, consistently applied), Purchaser shall prepare and deliver to the
Sellers a calculation of EBITDA with respect to the Purchaser for the fiscal
years ended June 30, 2007 and 2008 based on the applicable financial statements
(the "2007 EBITDA Calculation" and "2008 EBITDA Calculation," respectively, and
the "EBITDA Calculations," collectively), and a calculation of any adjustment to
the Purchase Price described below.

        (b)     The term "EBITDA" shall mean, with respect to any period, the
combination of (i) Purchaser's net income or loss (after giving effect to
deduction of or provision for all operating expenses, all taxes and reserves and
all other proper deductions), plus (ii) Purchaser's interest expense after
giving effect to payments made or received under interest rate protection
agreements, plus (iii) total federal, state, local and foreign income, value
added and similar Taxes paid or payable by Purchaser and the Company, plus (iv)
Purchaser's depreciation and amortization expense, all as determined on a
consolidated basis in accordance with GAAP and as set forth on Purchaser's
annual audited consolidated financial statements included in its applicable SEC
Reports, provided, that any revenues generated by the Company with respect to
sales of aircraft (or interests therein) and the associated costs shall be
treated as recognized in the fiscal year of sale and not amortized over a period
of several years, and provided, further, that for the purposes of the
calculations under this Section 1.6, the calculation of EBITDA will not reflect
any expenses or charges related to or arising from the issuance of stock options
by Purchaser or the Company or the pre-Closing issuance of shares of the
Company's capital stock to employees of the Company at prices below then-current
fair market values.

        (c)     Each EBITDA Calculation shall become final and binding upon the
parties on the 30th day following delivery thereof, unless the Sellers give
written notice of its disagreement with any amounts or calculations set forth on
such EBITDA Calculation (a "Notice of EBITDA Disagreement") to Purchaser prior
to such date and all amounts and calculations set forth on such EBITDA
Calculation that are not the subject of a Notice of EBITDA Disagreement shall
become final and binding on such date. Any Notice of EBITDA Disagreement shall
(i) specify in reasonable detail the nature of any disagreement so asserted and
(ii) only include disagreements based on mathematical errors or based on such
EBITDA Calculation not being calculated in accordance with this Section 1.6. If
a Notice of EBITDA Disagreement is received by Purchaser in a timely manner,
then any amounts or calculations set forth on the applicable EBITDA Statement
that are the subject of any such Notice of EBITDA Disagreement shall become
final and binding upon the Sellers and Purchaser on the earlier of (A) the date
the Sellers and Purchaser resolve in writing any differences they have with such
amounts or calculations and (B) the date any such disputed amounts or
calculations are finally resolved in accordance with Section 1.6(d) below.

                                       3



        (d)     During the 30-day period following the delivery of a Notice of
EBITDA Disagreement, the Sellers and Purchaser shall seek in good faith to
resolve any differences that they may have with respect to the matters specified
in such Notice of EBITDA Disagreement. If, at the end of such 30-day period,
such differences have not been resolved, the Sellers and Purchaser shall, within
the subsequent 30-day period, submit to an independent accounting firm (the
"Accounting Firm") for arbitration, in accordance with the standards set forth
in this Section 1.6, any and all matters that remain in dispute and were
properly included in the Notice of EBITDA Disagreement, in the form of a written
brief. The Accounting Firm shall be a nationally recognized U.S. independent
public accounting firm as shall be agreed upon by the Sellers and Purchaser in
writing. The Sellers and Purchaser shall use reasonable efforts to cause the
Accounting Firm to render a written decision resolving the matters submitted on
a timely basis to the Accounting Firm within 30 days of the receipt of such
submission. The Accounting Firm's decision shall be based solely on written
submissions made on a timely basis by the Sellers and Purchaser and their
respective representatives and not by independent review. The Accounting Firm
shall address only those items in dispute and may not assign a value greater
than the greatest value for such item claimed by either party or smaller than
the smallest value for such item claimed by either party. Judgment may be
entered upon the determination of the Accounting Firm in any court having
jurisdiction over the party against which such determination is to be enforced.
The fees and expenses of the Accounting Firm incurred pursuant to this Section
1.6 shall be borne by Purchaser and the Sellers in inverse proportion as they
may prevail on matters resolved by the Accounting Firm, which proportionate
allocations shall also be determined by the Accounting Firm at the time the
determination of the Accounting Firm is rendered on the merits of the matters
submitted.

        (e)     If the final 2007 EBITDA Calculation states that the Purchaser's
EBITDA for the fiscal year ending June 30, 2007 is greater than $6,000,000, the
shares of Purchase Common Stock comprising the Purchase Price shall be increased
by an additional aggregate of 1,000,000 shares of Purchaser Common Stock, which
shares shall be issued by Purchaser to the Sellers in the proportions set forth
on Exhibit 1 within ten Business Days after such time that the 2007 EBITDA
Calculation become final and binding on the parties. If the final 2008 EBITDA
Calculation states that the Purchaser's EBITDA for the fiscal year ending June
30, 2008 is greater than $20,000,000, the shares of Purchase Common Stock
comprising the Purchase Price shall be increased by an additional aggregate of
5,000,000 shares of Purchaser Common Stock, which shares shall be issued by
Purchaser to the Sellers in the proportions set forth on Exhibit 1 within ten
Business Days after such time that the 2008 EBITDA Calculation become final and
binding on the parties. Any additional shares of Purchaser Common Stock issued
pursuant to this Section shall be treated and reported as part interest in
accordance with Section 1274 of the Code and the regulations thereunder.

        1.7     ADDITIONAL CONSIDERATION.

        (a)     In the event that at any time after the Closing but prior to
February 23, 2009, the closing trading price on the Over-the-Counter Bulletin
Board (or on a national securities market on which Purchaser Common Stock is
then quoted for trading) of Purchaser Common Stock for 20 trading days within
any 30 trading day period equals or exceeds $8.50 per share (subject to
adjustment in the event of stock splits, reverse stock splits, stock dividends,
recapitalizations or

                                       4



similar events), then the shares of Purchaser Common Stock comprising the
Purchase Price shall be increased by an additional 5,000,000 shares of Purchaser
Common Stock.

        (b)     All additional shares of Purchaser Common Stock issuable by
Purchaser to the Sellers under this Section 1.7 shall be in the amounts set
forth on Exhibit 1 and shall be effected within ten Business Days after the date
of the occurrence of the events described in subsections (a) and (b) above. Any
additional shares of Purchaser Common Stock issued pursuant to this Section
shall be treated and reported as part interest in accordance with Section 1274
of the Code and the regulations thereunder.

        1.8     ACCELERATION EVENTS. In the event that, at any time following
the Closing and prior to February 23, 2009, Purchaser (i) consummates a merger,
reorganization or consolidation of Purchaser into or with another Person (A)
immediately following which the holders of Purchaser Common Stock immediately
prior to the consummation of such merger, reorganization or consolidation do not
hold more than 50% of the voting securities of the surviving entity or (B) in
which more than 50% of the voting power of Purchaser is disposed of in exchange
for property, rights or securities distributed to the holders thereof by the
acquiring Person, (ii) consummates a similar transaction or series of
transactions which has the effect referred to in clause (A) or (B) above, or
(iii) consummates a sale of all or substantially all of the assets of Purchaser
to any Person (other than a direct or indirect parent or subsidiary of
Purchaser), in each case for aggregate consideration equal to at least the
product of (x) $8.50 (subject to adjustment in the event of stock splits,
reverse stock splits, stock dividends, recapitalizations or similar events) and
(y) the aggregate number of shares of Purchaser Common Stock issued and
outstanding on a fully diluted basis after giving effect to the issuance to the
Sellers of all shares of Purchaser Common Stock under this Agreement (and
assuming issuance of all shares issuable under this Section 1.8) and full
exercise or conversion of all of warrants, options and other convertible
securities exercisable for or convertible into Purchaser Common Stock then
outstanding, then Purchaser shall, within 30 days of the consummation of any
such transaction, issue to the Sellers a number of shares of Purchaser Common
Stock equal to the maximum amount which could be issued to the Sellers (a) under
Section 1.6 with respect to each fiscal year ending June 30, 2007 and 2008 which
has not yet been completed, and (b) under Section 1.7 had the conditions set
forth therein been satisfied. 1.9 ACTIONS SIMULTANEOUS. For purposes of
agreement of the parties hereto, all actions to be taken and all documents to be
executed and delivered by all parties at the Closing shall be deemed to have
been taken and executed and delivered simultaneously and no actions shall be
deemed to have been taken nor shall any documents be deemed to have been
executed and delivered until all actions have been taken and all documents have
been executed and delivered.


                                  ARTICLE II.

                         REPRESENTATIONS AND WARRANTIES
               OF THE SELLERS WITH RESPECT TO THE PURCHASE SHARES

        Each Seller, severally but not jointly, hereby represents and warrants
to Purchaser as to such Seller and the Purchase Shares owned by such Seller, as
set forth below. Each exception to

                                       5



such representations and warranties set forth in the Seller Disclosure Schedule
is identified by reference to, or has been grouped under a heading referring to,
a specific section of this Agreement. Any fact or item disclosed in any section
of the Seller Disclosure Schedule shall be deemed to be disclosed with respect
to any other section to the extent that it is readily apparent from the face of
the disclosure that such disclosure is applicable to such section.

        2.1     AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY. Each Seller
has full power, authority and capacity to execute and deliver this Agreement
and, to the extent a party thereto, the Related Agreements, to perform such
Seller's respective obligations hereunder and under such Related Agreements and
to consummate the transactions contemplated hereby and by such Related
Agreements. Each of this Agreement and (when executed) the Related Agreements
has been (or will be) duly executed and delivered by such Seller (to the extent
a party thereto), and constitutes (or will, when executed, constitute) the
legal, valid and binding obligation of such Seller (to the extent a party
thereto), enforceable against such Seller in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, moratorium and other similar
Laws of general applicability relating to or affecting creditors' rights and to
general equity principles.

        2.2     NON-CONTRAVENTION. The execution and delivery of this Agreement
and the Related Agreements by such Seller (to the extent a party thereto) does
not, and the consummation of the transactions contemplated hereby and by such
Related Agreements and compliance with the terms hereof and of such Related
Agreements, will not (or would not with the giving of notice or the passage of
time):

        (a)     constitute a default under or a violation or breach (with or
without notice) of, result in the acceleration of any obligation under, any
provision of any contract or other instrument to which such Seller is a party or
result in the termination or revocation of any authorization held by such Seller
or the Company necessary to the ownership of the Purchase Shares or the
operation of the business of the Company;

        (b)     violate any Order or any Law affecting such Seller; or

        (c)     result in the creation of any Lien on such Seller's Purchase
Shares.

        2.3     TITLE TO PURCHASE SHARES. Each Seller has good and valid title
to the Purchase Shares owned by such Seller as set forth on the Seller
Disclosure Schedule, free and clear of all Liens. At the Closing, each Seller
will transfer legal and beneficial, good and valid title to each of the Purchase
Shares, free and clear of all Liens. No Seller is currently bound by any
contract, agreement, arrangement, commitment or understanding (written or oral)
with, and has not granted any option or right currently in effect or which would
arise after the date hereof to, any Person other than Purchaser with respect to
the acquisition of any of such Seller's Purchase Shares.

        2.4     CONSENTS AND APPROVALS. Except as set forth in the Seller
Disclosure Schedule, no consent, approval, waiver, license, permit, order or
authorization of, or registration, declaration or filing with, any Governmental
Authority, and no consent, approval, waiver or other similar authorization of
any other Person (including, without limitation, any Person who is a party to a
Contract binding on or affecting the Company or any Subsidiary), is required to
be obtained by or on behalf of such Seller as a result of, or in connection
with, or as a condition of

                                       6



the lawful execution, delivery and performance of this Agreement or the Related
Agreements (to the extent a party thereto) or the consummation of the
transactions contemplated hereby and by such Related Agreements.

        2.5     LITIGATION AND CLAIMS. There is no Action pending or, to the
Knowledge of such Seller, threatened, against or affecting such Seller that
could reasonably be expected to affect such Seller's ability to consummate the
transactions contemplated hereby or by the Related Agreements (to the extent a
party thereto).

        2.6     NO FINDER. Except as set forth in the Seller Disclosure
Schedule, neither such Seller nor any party acting on such Seller's behalf has
paid or become obligated to pay any fee or commission to any broker, finder or
intermediary for or on account of the transactions contemplated hereby or by the
Related Agreements, and the Company will not be liable or obligated in any way
whatsoever with respect to any such fee or commission.

        2.7     INVESTMENT REPRESENTATIONS. Each Seller hereby acknowledges and
agrees that each of the shares of Purchaser Common Stock to be received by such
Seller pursuant to this Agreement will not be registered under the Securities
Act or any state securities laws and may not be offered or sold except pursuant
to registration or an exemption from the registration requirements of the
Securities Act and all applicable state securities laws, subject to the terms
and conditions of the Stockholders Agreement. In this connection, each Seller
understands Rule 144 promulgated under the Securities Act, as presently in
effect, and understands the resale limitations imposed thereby and by the
Securities Act.

        2.8     ACCREDITED INVESTOR. Each Seller represents that: (i) such
Seller is an "accredited investor" (as such term is defined in Regulation D
under the Securities Act) and is acquiring Purchaser Common Stock for its own
account, for investment purposes only, and not with a view to the resale or
offer for sale thereof or with any present intention of distributing or selling
or offering for sale any of such securities; and (ii) such Seller is capable of
bearing the economic risk of such investment, including a complete loss of the
investment in Purchaser Common Stock.


                                  ARTICLE III.

                 REPRESENTATIONS AND WARRANTIES OF THE SELLERS
                           WITH RESPECT TO THE COMPANY

        The Sellers (for the purpose of this Article III, "Seller" shall be
defined as Steven Santo, Jeffrey Kirby, John Waters, Kevin McKamey and Alfred
Rapetti), jointly and severally, hereby represent and warrant to Purchaser as
set forth below. Each exception to such representations and warranties set forth
in the Seller Disclosure Schedule is identified by reference to, or has been
grouped under a heading referring to, a specific section of this Agreement. Any
fact or item disclosed in any section of the Seller Disclosure Schedule shall be
deemed to be disclosed with respect to any other section to the extent that it
is readily apparent from the face of the disclosure that such disclosure is
applicable to such section.

        3.1     ORGANIZATION; GOOD STANDING. The Company is a corporation duly
organized, validly existing and in good standing under the laws of state of
Nevada. The Company has full


                                       7



corporate power and authority to conduct all of the business and activities
conducted by it, and to own or lease and operate all of the assets owned or
leased by it; and is duly licensed, registered or qualified to do business and
is in good standing as a foreign corporation in all jurisdictions in which the
nature of the business and activities conducted by it, and/or the character of
the assets owned or leased by it, makes such qualification or license necessary.

        3.2     SUBSIDIARIES; EQUITY INTERESTS.

        (a)     The Seller Disclosure Schedule contains a complete list of each
of the Company's direct or indirect subsidiaries (each, a "Subsidiary"). Each
such Subsidiary is a corporation duly organized, validly existing and in good
standing under the Laws of its jurisdiction of incorporation, each of which is
listed on the Seller Disclosure Schedule. Each subsidiary has full corporate
power and authority to conduct all of the business and activities conducted by
it, and to own or lease and operate all of the assets owned or leased by it; and
is duly licensed or qualified to do business and is in good standing as a
foreign corporation in all jurisdictions in which the nature of the business and
activities conducted by it, and/or the character of the assets owned or leased
by it, makes such qualification or license necessary. Each jurisdiction in which
each of such subsidiaries is qualified to do business is listed on the Seller
Disclosure Schedule.

        (b)     Except as set forth in the Seller Disclosure Schedule, neither
the Company nor any Subsidiary, directly or indirectly, owns any capital stock
of or other equity interests in any Person. Neither the Company nor any
Subsidiary is a participant in any joint venture, partnership or similar
arrangement.

        3.3     NON-CONTRAVENTION. The execution and delivery of this Agreement
by the Sellers does not, and the consummation of the transactions contemplated
hereby and compliance with the terms hereof, will not (or would not with the
giving of notice or the passage of time):

        (a)     except as set forth in the Seller Disclosure Schedule,
constitute a default under or a violation or breach (with or without notice) of,
or result in the acceleration of any obligation of the Company or any Subsidiary
under, or change in any right or obligation of, the Company, any Subsidiary or
counterparty under, any provision of any Contract to which the Company or any
Subsidiary is a party or result in the termination or revocation of any
authorization held by the Company or any Subsidiary or necessary to the
ownership of the Company or any Subsidiary or the operation of the business of
the Company or any Subsidiary;

        (b)     violate any Order or any Law affecting the Company or any
Subsidiary, or their respective assets;

        (c)     violate or contravene the terms or provisions of the Amended and
Restated Articles of Incorporation, By-laws or similar formation or
organizational documents of the Company or any Subsidiary; or

        (d)     result in the creation of any Lien on any of the assets of the
Company or any Subsidiary.

        3.4     CORPORATE DOCUMENTS. The Sellers have delivered to Purchaser
complete and correct copies of the Amended and Restated Articles of
Incorporation, By-laws and other


                                       8



organizational documents and stock transfer books of the Company and each
Subsidiary. The Sellers have delivered to Purchaser copies of all minute books
and all other existing records of any meeting of the board of directors (and any
committee thereof) or stockholders of the Company and each Subsidiary, which
minute books and records are complete and correct in all material respects and
have been maintained in accordance with sound business practices, including the
maintenance of an adequate system of internal controls. No meeting of the board
of directors (or committee thereof) or stockholders of the Company or any
Subsidiary has occurred for which minutes have not been prepared and are not
contained in such minute books.

        3.5     CAPITALIZATION; OPTIONS(a) The authorized capital stock of the
Company consists of 10,000,000 shares of Company Common Stock, which are issued
and outstanding and held by the Sellers in the amounts listed on the Seller
Disclosure Schedule Except as set forth in this Section 3.5(a), no shares or
classes of the Company's capital stock are issued, outstanding or reserved for
issuance.

        (b)     The authorized capital stock of each Subsidiary consists of 200
shares of common stock, of which 50 shares are issued and outstanding and owned
beneficially and of record by the Company. There are no options, warrants or
other classes of equity securities of any Subsidiary issued or outstanding, nor
are any such equity securities reserved for issuance.

        (c)     All the outstanding shares of capital stock of the Company and
each Subsidiary have been duly authorized and validly issued and are fully paid
and non-assessable, free and clear of all Liens. The rights, preferences,
privileges and restrictions applicable to the Company's capital stock are as set
forth in the Company's currently effective Amended and Restated Articles of
Incorporation. Except as set forth in Section 3.5(a) above, there are no
outstanding subscriptions, warrants, options, contracts, rights (preemptive or
otherwise), calls, demands, commitments, voting agreements, voting trusts
proxies or other arrangements of any character binding on the Company or any
Subsidiary relating to any authorized and issued or unissued shares of capital
stock of the Company or any Subsidiary, or other instruments binding on the
Company or any Subsidiary convertible into or exchangeable for such stock, or
which obligate the Company or any Subsidiary to seek authorization to issue
additional shares of any class of stock, nor will any be created by virtue of
this Agreement or the transactions contemplated hereby. None of the shares of
capital stock of the Company or any Subsidiary were issued in violation of any
applicable Laws.

        3.6     CONSENTS AND APPROVALS. Except as set forth in the Seller
Disclosure Schedule, no consent, approval, waiver, license, permit, order or
authorization of, or registration, declaration or filing with, any Governmental
Authority, and no consent, approval, waiver or other similar authorization of
any other Person (including without limitation any Person who is a party to a
Contract binding on or affecting the Company or any Subsidiary), is required to
be obtained by or on behalf of the Company or any Subsidiary as the case may be,
as a result of, or in connection with, or as a condition of the lawful
execution, delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby.

                                       9



        3.7     TITLE TO ASSETS; SUFFICIENCY OF ASSETS.

        (a)     Except as set forth in the Seller Disclosure Schedule, the
Company and the Subsidiaries have good and valid title to all of the properties
and assets (whether tangible or intangible) that they purport to own, free and
clear of all Liens (other than Permitted Liens), including, without limitation,
all of the tangible and intangible assets reflected on the balance sheet
included in the Company Audited Financial Statements, other than assets disposed
of since June 30, 2006 in the ordinary course of business consistent with past
practice.

        (b)     Except as set forth in the Seller Disclosure Schedule, none of
the Sellers own any assets primarily used in or necessary to conduct the
business of the Company or the Subsidiaries.

        (c)     All of the tangible personal property of the Company and the
Subsidiaries has been maintained in accordance with generally accepted industry
practice and is in good working order and condition, reasonable wear and tear
excepted, and is suitable for the use to which they are being put. All of the
leased personal property of the Company and the Subsidiaries is in the condition
required of such property by the terms of the lease applicable thereto during
the relevant term of the lease. None of such tangible personal property is in
need of maintenance or repairs, except as shown in the Seller Disclosure
Schedule and except for ordinary routine maintenance and repairs that are not
material in cost.

        (d)     No Person has any written or oral agreement, option,
understanding or commitment, or any right or privilege (whether at law, by
contract or otherwise) capable of becoming such, for the purchase or other
acquisition from the Company or any Subsidiary of any of their assets other than
in the ordinary course.

        (e)     The property and assets owned and leased by each of the Company
and each Subsidiary include all rights, assets and property necessary for the
conduct of the business of the Company and each Subsidiary after the Closing,
substantially in the same manner as it was conducted prior to the Closing.

        3.8     REAL PROPERTY.

        (a)     The Seller Disclosure Schedule sets forth a true, complete and
correct list of all real property and interests in real property leased by the
Company or any Subsidiary (individually, a "Real Property Lease" and the real
properties specified in such leases, being referred to herein individually as a
"Company Property" and collectively as the "Company Properties") as lessee or
lessor. There are no real properties or interests in real properties owned in
any respect by the Company or any Subsidiary. The Company Properties constitute
all interests in real property currently used or currently held for use in
connection with the business of the Company and the Subsidiaries and which are
necessary for the continued operation of such business by Purchaser as such
business is currently conducted. To the Knowledge of the Sellers, all of the
Company Properties, buildings, fixtures and improvements thereon leased by the
Company and Subsidiaries are in good operating condition and repair (subject to
normal wear and tear). The Company has delivered to Purchaser true, complete and
correct copies of the Real Property Leases, together with all amendments,
modifications or supplements thereto. No Person (other than the Company or a
Subsidiary) has subleased or otherwise uses, possesses or occupies any of the
premises covered by a Real Property Lease.

                                       10



        (b)     Each Real Property Lease is in full force and effect, has not
been amended and is a legal, valid and binding agreement, enforceable in
accordance with its terms, of the Company or the Subsidiaries and, to the
Knowledge of the Sellers, of each other Person that is a party thereto. There is
no, and neither the Company nor any Subsidiary has received written notice of
any, default in any material respect (or any condition or event which, after
notice or lapse of time or both, would constitute a default in any material
respect) thereunder which remains uncured. Neither the Company nor any
Subsidiary has assigned or transferred all or any portion of its interests in
any Real Property Lease. There are no disputes under any of the Real Property
Leases in relation to the state of repair of the premises demised or otherwise.
Each Real Property Lease has not been assigned or encumbered by the Company or
any Subsidiary.

        (c)     No proceeding is pending or, to Knowledge of the Sellers,
threatened for the taking or condemnation of all or any portion of the Company
Properties. There is no brokerage commission or finder's fee due from the
Company or any Subsidiary and unpaid with regard to any of the Company
Properties, or which will become due at any time in the future with regard to
any Company Properties.

        (d)     Except as set forth on the Seller Disclosure Schedule, the
Company Properties and assets owned, leased or used by the Company or any
Subsidiary in the operation of the Company Properties, including the walls,
ceilings and other structural elements of any improvements erected on any part
thereof and the building systems such as heating, plumbing, ventilation, air
conditioning and electric, are adequate and sufficient for the current
operations of the Company's and the Subsidiaries' business.

        (e)     Neither the Company nor any Subsidiary has received any written
notice that any portion of any of the security deposits under the Real Property
Leases has been applied or retained by the lessor or licensor or sublessor
thereunder. Neither the Company nor any Subsidiary has within the last five
years, with respect to any Real Property Lease, (i) made, asserted or has any
defense, set off or counterclaim, (ii) claimed or is entitled to "free" rent,
rent concessions, rebates or rent abatements, (iii) questioned or disputed its
share of any additional rent or other charges required to be paid under such
Real Property Lease, or (iv) made rent payments in advance for more than one
month. Except as set forth on the Seller Disclosure Schedule, neither the
Company nor any Subsidiary has exercised any option granted to it under any such
Real Property Lease to (A) cancel or terminate such Real Property Lease or
lessen the term thereof, (B) renew or extend the term thereof or (C) take
additional space. There are no written or oral promises, understandings or
commitments between the Company or any Subsidiary, on the one hand, and each
other Person that is a party to such Real Property Lease, on the other hand,
other than those contained in such Real Property Lease.

        (f)     The Company Properties are fully serviced, including storm and
sanitary sewers, water, gas, telephone and paved roads, all expenses and costs
related thereto have been accounted for in accordance with GAAP and each of the
said premises has free and unfettered access to and from said roads by existing
entrances and exits without requiring any permit therefor from any Governmental
Authority.

                                       11



        3.9     EMPLOYMENT RELATED AGREEMENTS AND ACTIONS.

        (a)     The Seller Disclosure Schedule contains a complete and correct
list of the directors and the officers of the Company and each Subsidiary.

        (b)     The Seller Disclosure Schedule contains a complete and correct
list of all Contracts currently in effect with current or former employees,
consultants, or independent contractors of the Company and each Subsidiary, in
each case which provides for payments in excess of $100,000 per annum. The
Company and each Subsidiary have delivered to Purchaser true, correct and
complete copies of each such Contract and performed obligations required to be
performed by it, and is entitled to all benefits under and is not in default
under, any such Contract and, to the Knowledge of the Sellers, no other party to
any such Contract is in default thereunder. Each such Contract is in full force
and effect, unamended, and is a legal, valid and binding agreement, enforceable
in accordance with its terms, of the Company or a Subsidiary and, to the
Knowledge of the Sellers, each other Person that is a party thereto. Except as
set forth in the Seller Disclosure Schedule, no event has occurred (including
the performance of this Agreement) which, with the lapse of time or the giving
of notice or both, would constitute a default by the Company or any Subsidiary,
or, to the Knowledge of the Sellers, by any other party to any such Contract.

        (c)     With respect to employees of the Company or any Subsidiary
("Employees"), except as set forth in the Seller Disclosure Schedule:

                (i)     none of the Employees is represented by a labor union or
        organization, no labor union or organization has been certified or
        recognized as a representative of any such Employees, and neither the
        Company nor any Subsidiary is a party to or has any obligation under any
        collective bargaining agreement or other labor union contract or side
        agreement with any labor union or organization, or has any obligation to
        recognize or deal with any labor union or organization, and there are no
        such contracts or side agreements pertaining to or which determine the
        terms or conditions of employment of any Employee;

                (ii)    there are no pending or, to the Knowledge of the
        Sellers, threatened representation campaigns, elections or proceedings
        or questions concerning union representation involving any of the
        Employees;

                (iii)   to the Knowledge of the Sellers, there are no present
        activities or efforts of any labor union or organization (or
        representatives thereof) to organize any of the Employees, nor any
        demands for recognition or collective bargaining, nor any strikes,
        slowdowns or work stoppages of any kind or, to the Knowledge of the
        Sellers threats thereof, and no such activities, efforts, demands,
        strikes, slowdowns or work stoppages have occurred since January 1,
        2002;

                (iv)    neither the Company nor any Subsidiary has engaged in,
        admitted committing or been held in any administrative or judicial
        proceeding to have committed any unfair labor practice under the
        National Labor Relations Act, as amended, or any other applicable Law,
        and there are no unfair labor practice charges or complaints pending or,
        to the Knowledge of the Sellers, threatened, against the Company or any
        Subsidiary;

                                       12



                (v)     there are no controversies, claims, demands or
        grievances pending or, to the Knowledge of the Sellers, threatened
        between the Company or any Subsidiary and any of their respective
        Employees or any actual or claimed representative thereof;

                (vi)    the Company and the Subsidiaries have at all times
        materially complied and are in compliance with all applicable Laws
        respecting employment, wages, hours, compensation, occupational health
        and safety, and payment and withholding of taxes in connection with
        employment, and neither the Company, nor any Subsidiary, is liable for
        any arrears of wages or any taxes or penalties for failure to comply
        with any of the foregoing;

                (vii)   there are no claims, complaints or legal or
        administrative proceedings pending or, to the Knowledge of the Sellers,
        threatened against the Company or any Subsidiary before any federal,
        state or municipal court or any other Governmental Authority involving
        or relating to any past or present Employees or applicants for
        employment of the Company or any Subsidiary, or relating to any acts,
        omissions or practices of the Company or any Subsidiary relating to
        discrimination, harassment, wage payment, overtime and hours of work,
        workplace safety or any other employment-related issues. Neither the
        Company nor any Subsidiary is a party to or bound by any Order
        respecting the employment or compensation of any Employees or
        prospective Employees, other than garnishments of employee wages
        obtained by third parties. There are no pending investigations or
        abatement orders and no citations issued within the past 3 years by the
        Occupational Safety and Health Administration or any other Governmental
        Authority relating to the Company or any Subsidiary;

                (viii)  the Company and the Subsidiaries have paid in full to
        all of the Employees, or accrued on its books, all wages, salaries,
        commissions, bonuses, benefits and other compensation due to such
        Employees or otherwise arising under any policy, practice, agreement,
        plan, program, statute or other applicable Law;

                (ix)    neither the Company nor any Subsidiary is closing, or
        since January 1, 2002, has closed any Facility, effectuated any layoffs
        of Employees or implemented any early retirement, separation or window
        program, nor has the Company or any Subsidiary planned or announced any
        such action or program for the future;

                (x)     the Company and each Subsidiary are in compliance with
        their obligations pursuant to WARN, and all other notification and
        bargaining obligations arising under any collective bargaining agreement
        or Law; and

                (xi)    there are no written or oral employment manuals,
        policies, plans, guides, handbooks or instruction booklets that set out
        any terms and or conditions of employment for any of the Employees. To
        the Knowledge of the Sellers, none of the Employees have any
        non-competition or non-solicitation or other restrictive covenant
        agreements other than with the Company or any Subsidiary.

                                       13



        (d)     Neither the Company nor any Subsidiary has any Employees whose
primary work location is outside the United States.

        3.10    CONTRACTS.

        (a)     The Seller Disclosure Schedule contains a complete and correct
list of all Contracts that involve payments by, or to, the Company and/or any
Subsidiary, of more than $50,000 per annum or $100,000 in the aggregate (or the
equivalent amount in such other currencies in which the Company or any
Subsidiary conduct business) and all Contracts without regard to dollar amount,
or such lower amount expressly set forth, in the following categories (each, a
"Material Contract"):

                (i)     partnership or joint venture Contracts or arrangements
        or any other agreements involving a sharing of revenue or profits;

                (ii)    Contracts restricting the Company or any Subsidiary from
        carrying on its business or activities, as the case may be, in its usual
        and customary manner in any jurisdiction, including, without limitation,
        restricting the Company or any Subsidiary from hiring or soliciting any
        Person, or operating its assets at maximum capacity;

                (iii)   any non-competition agreements in favor of or
        restricting the Company or any Subsidiary (other than employment or
        consulting agreements);

                (iv)    each Contract between the Company or any Subsidiary, on
        the one hand, and any Affiliate of the Company or any Subsidiary, on the
        other hand;

                (v)     any Contracts for the sale or other disposition by the
        Company or any Subsidiary of any of its assets, or the acquisition by
        the Company or any Subsidiary of any assets, other than in the ordinary
        course of business, consistent with past practice;

                (vi)    any Contracts relating to the leasing or chartering of
        any assets of the Company to or from any third party, except those with
        annual payments not more than $50,000;

                (vii)   any Contract that (a) limits or contains restrictions on
        the ability of the Company or any Subsidiary to declare or pay dividends
        on, or to make any other distribution in respect of or to issue or
        purchase, redeem or otherwise acquire its capital stock, or to incur
        Indebtedness, or to incur or suffer any Lien, to purchase or sell any of
        assets or properties, to change the lines of business in which it
        participates or engages or to engage in any Business Combination, or (b)
        require the Company or any Subsidiary to maintain specified financial
        ratios or levels of net worth or other indicia of financial condition;

                (viii)  any Contract relating to Indebtedness incurred or
        accrued by, or credit provided to, the Company or any Subsidiary;

                                       14



                (ix)    any Contract of support, indemnification, guaranty,
        suretyship or assumption or any similar commitment with respect to the
        obligations, liabilities (whether accrued, absolute, contingent or
        otherwise) or indebtedness of any other Person;

                (x)     any letters of credit, any currency exchange,
        commodities or other hedging arrangement or capitalized leases;

                (xi)    each outstanding loan or advance made by the Company or
        any Subsidiary to any director, officer, employee, stockholder or other
        Affiliate of the Company or any Subsidiary (other than any intercompany
        indebtedness reflected in the financial statements of the Company or
        such Subsidiary and any business-related advances to employees made in
        the ordinary course of business, consistent with past practice); and

                (xii)   any Contract with any Seller or any Contract made out of
        the ordinary course of business and not consistent with past practice.

        (b)     Except as set forth in the Seller Disclosure Schedule, the
Company and each Subsidiary have, with respect to all Material Contracts,
delivered to Purchaser true, correct and complete copies thereof and performed
obligations required to be performed by it, and is entitled to all benefits
under and is not in default in any material respect under, any Material
Contract, and each Material Contract is in full force and effect, unamended,
and, to the Knowledge of the Sellers, no other party to any Material Contract is
in default in any material respect under any Material Contract. Except as set
forth in the Seller Disclosure Schedule, no event has occurred (including the
performance of this Agreement) which, with the lapse of time or the giving of
notice or both, would constitute a default in any material respect by the
Company or any Subsidiary, or, to the Knowledge of the Sellers, by any other
party to any Material Contract. For purposes of this Section 3.10(b),
representations that are qualified by Knowledge with respect to another party's
compliance shall be deemed not to include the Knowledge qualifier if such other
party to the Material Contract is an Affiliate of the Company or any Subsidiary.

        3.11    INTELLECTUAL PROPERTY.

        (a)     The term "Intellectual Property" means, collectively, all
worldwide:

                (i)     inventions, designs and other industrial property, and
        all enhancements and improvements thereto, whether patentable or
        unpatentable and whether or not reduced to practice, and all patent
        rights in connection therewith (including all U.S. and foreign patents,
        patent applications, patent disclosures, mask works and all divisions,
        continuations, continuations-in-part, reissues, re-examinations and
        extensions thereof), whether or not any of the foregoing are registered,
        filed or issued;

                (ii)    trademarks, trade names and service marks, trade dress,
        logos, Internet domain names, and other commercial product or service
        designations, together with all translations, adaptations, derivations
        and combinations thereof, and all goodwill and similar value associated
        with any of the foregoing, all common law


                                       15



        rights associated therewith, and all U.S. and foreign applications,
        registrations, and renewals in connection therewith;

                (iii)   copyrights (whether or not registered), "moral rights,"
        and all U.S. and foreign registrations and applications for registration
        thereof, as well as rights to renew all such copyrights;

                (iv)    trade secrets (as such are determined under applicable
        law), know-how and other confidential business information, including
        technical information, any and all technology, supplier lists, computer
        software programs or applications, in both source and object code form,
        technical documentation of such software programs, statistical models,
        customer lists, inventions, sui generis database rights, databases, and
        data, whether in tangible or intangible form and whether or not stored,
        compiled or memorialized physically, electronically, graphically,
        photographically or in writing; and

                (v)     any and all other rights to existing and pending U.S.
        and foreign registrations and applications for any of the foregoing and
        all other proprietary rights in, or relating to, any and all of the
        foregoing, including remedies against and rights to sue for past
        infringements, and rights to damages and profits due or accrued in or
        relating to any of the foregoing.

        (b)     The Seller Disclosure Schedule contains a true and complete list
of all the Intellectual Property owned by the Company or any Subsidiary and/or
used by, useful to or related to the Company's or any Subsidiary's business and
any and all other tangible and intangible proprietary property, information and
materials that are or have been used (including in the development of) by the
Company or any Subsidiary and/or in any product, technology or process (i)
currently being or formerly manufactured, published, marketed or used by the
Company or any Subsidiary, and (ii) previously or currently under development
for possible future manufacturing, publication, marketing or other use by the
Company or any Subsidiary (the "Company Intellectual Property"), and includes
details of all due dates for further filings, maintenance and other payments or
other actions falling due in respect of the Company Intellectual Property within
twelve (12) months following the Closing Date, and the current status of the
corresponding registrations, filings, applications and payments throughout the
world. All of the issued patent, trademark, copyright and domain name
registrations and applications arising from or relating to the Company
Intellectual Property are and remain valid and subsisting, in good standing,
with all fees, payments and filings due as of the Closing Date duly made, and
the due dates specified on the Seller Disclosure Schedule are accurate and
complete. All of the issued patent, trademark and copyright registrations and
applications included in the Company Intellectual Property are enforceable, are
in compliance with all formal legal requirements, and the Company has delivered
correct and complete copies of the same, and the Company has made available for
review correct and complete copies of all other written documentation evidencing
ownership and prosecution (if applicable) of each of the foregoing. The Company
and each Subsidiary have all rights in the Company Intellectual Property
necessary and sufficient to carry out the Company's and each Subsidiary's
current and proposed activities (and had all rights necessary to carry out its
former activities at the time such activities were being conducted), including
and to the extent required to carry out such activities, rights to


                                       16



make, use, reproduce, modify, adapt, create derivative works based on,
translate, distribute (directly and indirectly), transmit, display and perform
publicly, license, rent and lease and, as applicable, assign and sell, the
Company Intellectual Property.

        (c)     The term "Licensed Intellectual Property" means Intellectual
Property rightfully used by the Company and/or a Subsidiary pursuant to a valid
license, sublicense, consent or other similar written agreement, other than
off-the-shelf software programs. The parties and date of each such agreement are
set forth on the Seller Disclosure Schedule. The Company and each Subsidiary
have all rights in the Licensed Intellectual Property necessary and sufficient
to carry out the Company's and each Subsidiary's current and proposed activities
(and had all rights necessary to carry out its former activities at the time
such activities were being conducted), including and to the extent required to
carry out such activities, rights to make, use, reproduce, modify, adapt, create
derivative works based on, translate, distribute (directly and indirectly),
transmit, display and perform publicly, license, rent and lease and, as
applicable, assign and sell, the Licensed Intellectual Property. The Company has
delivered to Purchaser correct and complete copies of all license agreements
with respect to Licensed Intellectual Property, and, as applicable, has made
available for review correct and complete copies of all other written
documentation evidencing that the Company and each Subsidiary have the necessary
and sufficient rights in each and every of the foregoing.

        (d)     Neither the Company nor any Subsidiary has infringed upon or
misappropriated any Intellectual Property rights or personal right of any Person
anywhere in the world. No claims or notices (i) challenging the validity,
enforceability, effectiveness or ownership by the Company or any Subsidiary of
any of the Intellectual Property, or (ii) to the effect that the use,
distribution, licensing, sublicensing, sale or any other exercise of rights in
any product, service, work, technology or process as now used or offered or
proposed for use, licensing, sublicensing, sale or other manner of commercial
exploitation by the Company or any Subsidiary infringes or will infringe on any
Intellectual Property rights or personal right of any Person have been asserted
or, to the Knowledge of the Sellers, are threatened by any Person, nor are
there, to the Knowledge of the Sellers, any valid grounds for any bona fide
claim of any such kind. To the Knowledge of the Sellers, there is and has been
no unauthorized use, disclosure, infringement or misappropriation of any Company
Intellectual Property or Licensed Intellectual Property by any third party,
employee or former employee.

        (e)     All personnel (including employees, agents, consultants and
contractors), who have contributed to or participated in the conception and/or
development of the Company Intellectual Property on behalf of the Company or any
Subsidiary have executed nondisclosure agreements with the Company or such
Subsidiary and either (i) have been a party to a "work-for-hire" and/or other
arrangement or agreements with the Company or such Subsidiary in accordance with
applicable Law that has accorded the Company and such Subsidiary full,
effective, exclusive and original ownership of all rights whatsoever in all
Intellectual Property rights thereby arising or relating thereto, or (ii) have
executed appropriate instruments of assignment in favor of the Company and such
Subsidiary as assignee that have conveyed to the Company and such Subsidiary
effective and exclusive ownership of all Intellectual Property rights thereby
arising and related thereto.

                                       17



        (f)     The Company and each Subsidiary are not, nor as a result of the
execution or delivery of this Agreement, or performance of the Company's
obligations hereunder, will the Company or any Subsidiary be, in violation of
any license, sublicense, agreement or instrument relating to the Intellectual
Property to which the Company or any Subsidiary is a party or otherwise bound,
nor will execution or delivery of this Agreement, or performance of the
Company's obligations hereunder, cause the diminution, termination or forfeiture
of any Intellectual Property or any rights therein or thereto.

        (g)     Except as set forth on the Seller Disclosure Schedule, all of
the Company Intellectual Property is free and clear of any and all Liens, and to
the Knowledge of the Sellers, nothing shall interfere with the quiet enjoyment
of the Company with respect to the Company Intellectual Property following
consummation of the transactions contemplated hereby.

        (h)     The Company and each Subsidiary do not owe any royalties or
other payments to third parties in respect of any of the Intellectual Property.
All royalties or other payments set forth on the Seller Disclosure Schedules
that have accrued prior to the Closing have been paid. The Company and each
Subsidiary will not owe any such payments or any additional payments as a result
of the consummation of the transactions contemplated hereby.

        (i)     The Company and each Subsidiary has used its commercially
reasonable efforts to regularly scan all software programs included among the
Company Intellectual Property and Licensed Intellectual Property with "best in
class" virus detection software. Such software programs contain no "viruses."
For the purposes of this Agreement, "virus" means any computer code
intentionally designed to disrupt, disable or harm in any manner the operation
of any software or hardware. None of the foregoing contains any worm, bomb,
trojan horse, backdoor, clock, timer, or other disabling device code, or any
other design or routine which causes any system, software, data or information
to be erased or become inoperable or otherwise incapable of being used, either
automatically or upon command by any Person.

        (j)     The Company and each Subsidiary has implemented all reasonable
steps consistent with "best" practices in the information systems industries in
the physical and electronic protection of their information and electronically
stored assets from unauthorized disclosure, use or modification. The Seller
Disclosure Schedule sets forth: (i) each breach of security of which the Company
has Knowledge or is aware; (ii) its known or anticipated consequences; and (iii)
the steps the Company and each Subsidiary have taken to remedy such breach.

        (k)     The Company and each Subsidiary has taken and will continue to
take all reasonable measures to protect the secrecy, confidentiality, and value
of all of the Company Intellectual Property rights. The Company and each
Subsidiary (or to the Knowledge of the Sellers, any other party) have not taken
any action nor, to the Knowledge of the Sellers, failed to take any action that
directly or indirectly caused any Company Intellectual Property to enter the
public domain or in any way adversely affect its value to Purchaser, or its
absolute ownership thereof.

                                       18



        3.12    INSURANCE.

        (a)     All property and assets of the Company and the Subsidiaries are
insured against loss or damage by all insurable hazards or risks on a
replacement cost basis, subject to the deductibles in each applicable insurance
policy. The Seller Disclosure Schedule contains a complete and correct list
(together with their respective termination dates) of all policies of fire,
casualty, general liability, product liability, business interruption,
defamation, personal injury, property damage, workers' compensation and all
other forms of insurance carried by the Company and the Subsidiaries or pursuant
to which the Company or any Subsidiary is a named beneficiary or pursuant to
which the business or properties of the Company or any Subsidiary is insured,
complete and correct copies of which have been provided to Purchaser. All of
such policies and any substantially equivalent replacement coverages are in full
force and effect and no notice of cancellation or termination has been received
with respect to such coverage, and such policies are for amounts and for
coverages customary for businesses of the type and size of the Company and its
Subsidiaries, taken as a whole. The Company or the applicable Subsidiary has
notified such insurers of any claim which could potentially exceed the
applicable insurance policy deductible amount arising since January 1, 2001
known to it which it believes is covered by any such insurance policy and has
provided Purchaser with a copy of such claim.

        (b)     Except as set forth in the Seller Disclosure Schedule, the
Company or each applicable Subsidiary has notified the insurers of the Company
and/or such Subsidiary of all claims known to them which are believed to be
covered by insurance. All such claims have been filed on a timely basis with
insurers and pursued by cooperating with and responding to insurers' requests
for documentation and/or information. To the extent any claim has been denied by
insurers, information concerning such claim is set forth in the Seller
Disclosure Schedule.

        (c)     Except as set forth in the Seller Disclosure Schedule, there are
no pending or potential claims under insurance covering the Company and/or any
Subsidiary.

        3.13    BOOKS AND RECORDS. All accounting, financial and corporate Books
and Records have been fully, properly and accurately kept and are complete in
all material respects.

        3.14    FINANCIAL STATEMENTS; LIABILITIES.

        (a)     The Company has provided to Purchaser the audited consolidated
balance sheets of the Company and the Subsidiaries as of, and the audited
consolidated statements of operations, retained earnings and cash flows of the
Company and the Subsidiaries for the fiscal years ended, June 30, 2004, 2005 and
2006, together with the notes thereto and the opinions of J.H. Cohn thereon
(collectively, the "Company Audited Financial Statements"). The Company Audited
Financial Statements have been prepared from the Books and Records of the
Company and its Subsidiaries, and present fairly in all material respects, in
conformity with GAAP, the assets, liabilities, income, losses, retained
earnings, financial condition, results of operations and cash flows of the
Company and its Subsidiaries on a consolidated basis for the periods and dates
covered thereby.

        (b)     Except as set forth in the Seller Disclosure Schedule, neither
the Company nor any Subsidiary has any liabilities or obligations of any kind,
whether absolute, accrued, asserted or unasserted, contingent or otherwise,
except liabilities, obligations and contingencies, that (i) are not reflected on
or accrued or reserved against in the Company Audited Financial Statements

                                       19



for the fiscal year ended June 30, 2006, or reflected in any notes thereto or
(ii) were incurred since June 30, 2006 in the ordinary course of business. The
reserves reflected in the Company Audited Financial Statements are adequate,
appropriate and reasonable and have been calculated in a consistent manner.

        3.15    ACCOUNTING PRACTICES.

        (a)     The Company and the Subsidiaries maintain in all material
respects accurate books and records reflecting their assets and liabilities and
maintain proper and adequate internal accounting controls that provide
assurances that: (i) transactions are executed with the authorization of the
Company's management; (ii) transactions are recorded as necessary to permit
preparation of the Company's financial statements in accordance with GAAP and to
maintain accountability for such assets; (iii) access to such assets is
permitted only in accordance with the authorization of the Company's management;
(iv) the reporting of such assets is compared with existing assets at regular
intervals; and (v) its accounts, notes and other receivables and inventory are
recorded accurately, and proper and adequate procedures are implemented to
effect the collection of the accounts, notes and other receivables on a current,
timely and consistent basis in accordance with applicable Laws and local
practices.

        (b)     Neither the Company nor any Subsidiary has received or been
under a duty to report (including any self reporting obligations) a
non-frivolous complaint, allegation, assertion or claim, whether written or
oral, regarding the accounting, reserving or auditing practices, procedures,
methodologies or methods of the Company or any Subsidiary or their respective
internal accounting controls, including any complaint, allegation, assertion or
claim that any Company or any Subsidiary has engaged in questionable accounting,
reserving or auditing practices.

        3.16    TAX MATTERS.

        (a)     The Company and each Subsidiary has:

                (i)     duly and timely filed, or caused to be filed, in
        accordance with applicable Law all Company Tax Returns required to be
        filed, each of which is true, correct and complete in all material
        respects,

                (ii)    duly and timely paid in full, or caused to be paid in
        full, all Company Taxes due and payable (whether or not shown on any
        Company Tax Returns), and

                (iii)   properly accrued, in accordance with GAAP in the Company
        Audited Financial Statements and has adequate reserves for the payment
        of all Company Taxes that are or may become payable for all taxable
        periods or portions thereof ending through the date hereof and the
        Closing Date, respectively.

        (b)     Except as set forth in the Seller Disclosure Schedule, (i) no
Company Tax Return has ever been filed, and no Company Tax has ever been
determined, on a consolidated, combined, unitary or other similar basis
(including, but not limited to, a consolidated federal income Tax return) under
any Tax Law with respect to Taxes other than for a group of which the

                                       20



Company is the common parent, (ii) neither the Company nor any Subsidiary has
any liability for the Taxes of any person (other than the Company and its
current Subsidiaries) under Treasury Regulation section 1.1502-6 or any similar
provision of state, local or foreign law as a transferee or successor, by
contract or otherwise, and (iii) neither the Company nor any Subsidiary is a
party to any tax sharing, tax indemnity or other agreement or arrangement with
respect to Taxes with any person under which the Company or any Subsidiary will
have any continuing rights or obligations following the Closing Date.

        (c)     Except as set forth in the Seller Disclosure Schedule, (i)
neither the Internal Revenue Service nor any foreign, state, local or other
Governmental Authority is now asserting or, to the Knowledge of the Sellers,
threatening to assert any deficiency or claim for Taxes, and (ii) no federal,
state, local or foreign audits or other administrative proceedings are presently
pending with regard to any Company Tax Returns or Company Taxes.

        (d)     The Company and each Subsidiary have complied with all
applicable Laws relating to the deposit, collection, withholding, payment or
remittance of any Tax (including, but not limited to, sales Taxes, use Taxes and
payroll and withholding Taxes).

        (e)     There is no Lien for any Tax upon any asset or property of the
Company or any Subsidiary (except for any statutory Lien for any Tax not yet
due).

        (f)     No jurisdiction where a Company Tax Return has not been filed
has made or, to the Knowledge of the Sellers, threatened to make a claim for the
filing of any Company Tax Return.

        (g)     Except as set forth in the Seller Disclosure Schedule, neither
the Company nor any Subsidiary is a party to any agreement with any Governmental
Authority (including, but not limited to, any closing agreement within the
meaning of Code Section 7121 or any analogous provision of applicable Law) in
respect of Company Taxes or Company Tax Returns.

        (h)     Except as set forth in the Seller Disclosure Schedule, the
federal income Tax Returns of the Company and each of its Subsidiaries
consolidated in such returns have been examined by and settled with the Internal
Revenue Service, or the statute of limitations on assessment or collection of
any federal income Taxes due from the Company or any of its Subsidiaries has
expired, through such taxable years as are set forth in the Seller Disclosure
Schedule. Except as set forth in the Seller Disclosure Schedule, there are no
outstanding requests, agreements, consents or waivers to extend the statutory
period of limitations applicable to the assessment of any Company Taxes.

        (i)     Sellers have made available to Purchaser complete and correct
copies of (i) all Company Tax Returns for the past three taxable years; and (ii)
all Tax examination reports and statements of deficiencies assessed with respect
to the Company or any Subsidiary for the last three taxable years.

        (j)     There is no change of accounting method that currently requires,
or will require, an adjustment to the taxable income of the Company of any
Subsidiary under Section 481 of the Code for any period following the Closing
Date. Neither the Company or any Subsidiary will be required to include any item
of income in, or exclude any item of deduction from, taxable

                                       21



income for any taxable period (or portion thereof) ending after the Closing Date
(A) pursuant to a "closing agreement" as described in Section 7121 of the Code
(or any corresponding or similar provision of state, local or foreign income Tax
Law) executed on or prior to the Closing Date, (B) as a result of an
"intercompany transaction" consummated prior to the Closing or an "excess loss
account" existing at the Closing as such terms are defined in Treasury
Regulations under Section 1502 of the Code (or any corresponding or similar
provision of state, local or foreign income Tax Law), (C) pursuant to an
installment sale or open transaction disposition made prior to the Closing, or
(D) as a result of any prepaid amount received prior to the Closing.

        (k)     Neither the Company nor any Subsidiary is, nor has it ever been,
a "United States real property holding corporation" within the meaning of Code
Section 897(c)(2) at any time during the applicable period referred to in Code
Section 897(c)(l)(A)(ii).

        3.17    ABSENCE OF CERTAIN CHANGES AND EVENTS. Since June 30, 2006,
except as set forth in the Seller Disclosure Schedule, the Company and each
Subsidiary have conducted its business in the ordinary course thereof consistent
with past practice. From such date, with respect to the Company or any
Subsidiary, as the case may be, except as set forth in the Seller Disclosure
Schedule, there has not been any:

        (a)     change in the business, assets, liabilities (absolute, accrued,
contingent or otherwise), reserves, working capital, prospects, results of
operations or financial condition of the business of the Company or any
Subsidiary, or any event, condition or contingency (either individually or taken
together) that constitutes, or could reasonably be expected to constitute, a
Material Adverse Effect;

        (b)     (A) incurrence, payment or discharge of any liability or
obligation (absolute, accrued, contingent or otherwise), (B) sale or transfer of
any property, or (C) acquisition or sale, lease, grant of interest in, or other
disposition of, any assets or businesses, in each of clauses (A), (B) and (C),
other than in the ordinary course of business, consistent with past practice;

        (c)     guarantee or any other assumption of the Indebtedness or other
obligations of any Person;

        (d)     settlement or compromise of any Action;

        (e)     instance of the Company or any Subsidiary permitting or allowing
any of their respective properties or assets (real, personal or mixed, tangible
or intangible) to be subjected to any Lien (other than a Permitted Lien);

        (f)     Tax election or change in a Tax election or the filing for any
change of any method of accounting with any relevant Governmental Authority;

        (g)     change in any method of accounting applied in the preparation of
the Company Audited Financial Statements, other than a change which is required
by reason of a concurrent change in Law or GAAP;

        (h)     (A) adoption of or amendment to any benefit plan or bonus,
profit sharing, deferred compensation, incentive, stock option or stock purchase
plan, program or commitment,

                                       22



paid time off for sickness or other plan, program or arrangement for the benefit
of its employees, consultants or directors, or (B) grant of any increase (other
than increases required under any Contract entered into before June 30, 2006 and
annual increases in the ordinary course of business, consistent with past
practice) in the compensation of its employees, officers or directors (including
any such increase pursuant to any bonus, profit sharing or other compensation or
incentive plan, program or commitment);

        (i)     entering into, change, termination or modification of any
Material Contract;

        (j)     issuance or sale by the Company or any Subsidiary of any capital
stock of the Company or any Subsidiary, or any security convertible into or
exchangeable for, or any right exercisable to acquire, any shares of such
capital stock;

        (k)     declaration, distribution or the setting aside for distribution
of any property (including cash), or directly or indirectly, the redemption,
purchase or other acquisition of any shares of capital stock;

        (l)     amendment, termination or waiver of any rights of value to the
Company or any Subsidiary;

        (m)     any extraordinary loss, damage or destruction, whether or not
covered by insurance;

        (n)     increase in the Company's or any Subsidiary's reserves for
contingent liabilities;

        (o)     writing off as uncollectible any Inventory or Accounts
Receivable or any portion thereof in amounts exceeding $25,000 in each instance
or $50,000 in the aggregate;

        (p)     (i) disposal or lapse of any rights to the ownership or use of
Company Intellectual Property, or (ii) disclosure to any Person (other than
representatives of Purchaser) of any trade secret, formula, process, know-how or
other Company Intellectual Property not theretofore a matter of public
knowledge;

        (q)     making of any single capital expenditure or commitment in excess
of $100,000 for additions to property, plant, equipment or intangible capital
assets or the making of aggregate capital expenditures and commitments in excess
of $500,000 (or the equivalent amount in such other currencies in which the
Company or any Subsidiary conducts business) or additions to property, plant,
equipment or intangible capital assets; or

        (r)     agreement, whether in writing or otherwise, to take any action
described in this Section 3.17.

        3.18    LITIGATION AND CLAIMS. Except as set forth in the Seller
Disclosure Schedule, there is no Action pending or, to the Knowledge of the
Sellers, threatened or contemplated against or affecting the Company or any
Subsidiary or any property or assets used by them or any of the Company's
capital stock, and there is no Action pending or, to the Knowledge of the
Sellers,

                                       23



threatened or contemplated, against the Company or any Subsidiary affecting the
propriety or validity of the transactions contemplated hereby. To the Knowledge
of the Sellers, no event has occurred or circumstance exists which could
reasonably be expected to give rise to or serve as a basis for the commencement
of any Action by or against the Company or any Subsidiary. Except as set forth
in the Seller Disclosure Schedule, neither the Company nor any Subsidiary is
subject to or in default under or with respect to any Order.

        3.19    GOVERNMENTAL PERMITS; COMPLIANCE WITH LAWS.

        (a)     The Company and each Subsidiary owns, holds or possesses all
material Governmental Permits which are necessary to entitle it to own or lease,
operate and use its assets and to carry on its business as currently conducted.

        (b)     The Seller Disclosure Schedule sets forth a complete and correct
list and brief description of each Governmental Permit owned, held or possessed
by the Company or any Subsidiary. Each such material Governmental Permit is
valid, subsisting and in good standing. Except as set forth on the Seller
Disclosure Schedule, all such material Governmental Permits are renewable by
their terms or in the ordinary course of business without the need for the
Company or any Subsidiary to comply with any special rules or procedures, agree
to any materially different terms or conditions, or pay any amounts other than
routine filing fees. Except as set forth in the Seller Disclosure Schedule, (i)
the Company and each Subsidiary have fulfilled and performed in all respects its
obligations under each of such material Governmental Permits, and (ii) no notice
(or, to the Knowledge of the Sellers, no threat) of cancellation, of default or
of any dispute concerning any such material Governmental Permit, or of any
event, condition or state of facts described in the preceding clause, has been
received by the Company, the Company or any Subsidiary.

        (c)     The Company and each Subsidiary have conducted their respective
businesses in compliance, and are currently in compliance, in all material
respects with all Laws which are applicable to their respective businesses.

        (d)     The Company and each Subsidiary are in full compliance with the
Foreign Corrupt Practices Act, as amended, 15 U.S.C. ss.ss. 78m, 78dd-l, 78dd-2,
78dd-3 and 78ff (the "FCPA"), and no pending or former contracts or pending bids
of the Company or any Subsidiary were obtained or submitted in violation of the
FCPA.

        3.20    ENVIRONMENTAL MATTERS. Except as set forth in the Seller
Disclosure Schedule:

        (a)     The Company and each Subsidiary, and the assets of the Company
and each Subsidiary (including real property leased by the Company and each
Subsidiary) are, and at all times have been, in compliance in all material
respects with applicable Environmental Laws;

        (b)     Neither the Company nor any Subsidiary has caused or permitted a
release of a Hazardous Substance to the Environment at any of the Facilities;

        (c)     There are no Environmental Conditions present at, on, or under,
any Facility as a result of activities of the Company or any Subsidiary or any
of their employees or agents, or as a result of activities of any other Person,
in each case in amounts exceeding the levels permitted by applicable
Environmental Law or under circumstances that would reasonably be expected to
result in liability in any material respect under or relating to Environmental
Law;

                                       24



        (d)     Neither the Company nor any Subsidiary has disposed of, arranged
for the disposal of, released, threatened to release, or transported any
Hazardous Substances in violation of any applicable Environmental Law or in a
manner that would reasonably be expected to result in liability under or
relating to Environmental Law;

        (e)     Neither the Company nor any Subsidiary is subject to any
Actions, is subject to any Order or has received any notice or other
communication from any Governmental Authority or the current or prior owner or
operator of any of the Facilities or any other Person, in each case with respect
to any actual or potential violation or failure to comply with any Environmental
Law or of any actual or threatened obligation or liability under any
Environmental Law, or regarding any Hazardous Substances; and to the Knowledge
of the Sellers, neither the Company nor any Subsidiary is threatened with any
such Action, Order, notice or communication;

        (f)     Neither the Company nor any Subsidiary has been charged with or
convicted of an offense for non-compliance with any Environmental Laws; and

        (g)     Since June 30, 2000, there are no Environmental Reports in the
custody or control of the Company or any Subsidiary relating to the Facilities,
the business of the Company or any Subsidiary or activities of the Company or
any Subsidiary that have not been delivered to Purchaser.

        3.21    EMPLOYEE PLANS.

        (a)     Except as set forth in the Seller Disclosure Schedule, none of
the Company, any Subsidiary, nor any other Person which together with the
Company, any Subsidiary or any of the Sellers constitutes a member of the
Company's, any Subsidiary's or such Seller's "controlled group" or "affiliated
service group" (within the meaning of Sections 4001(a)(14) and/or (b) of ERISA
and/or Sections 414(b), (c), (m) or (o) of the Code (each such group or groups
and each member thereof hereinafter referred to individually and collectively as
the "Group")) sponsors or maintains, or has any material liability with respect
to or has any present or future obligation to contribute to or make payment
under (i) any employee benefit plan (as defined in Section 3(3) of ERISA) which
is subject to ERISA, or (ii) any other material benefit plan, program, contract
or arrangement of any kind whatsoever (whether for the benefit of present,
former, retired or future employees, consultants or independent contractors of
the Group, or for the benefit of any other Person or Persons) including, without
limitation, plans, programs, contracts or arrangements with respect to pension,
retirement, profit sharing, deferred compensation, thrift, savings, stock
ownership, stock bonus, restricted stock, health, dental, medical, life,
hospitalization, disability, relocation, child care, educational assistance,
stock purchase, stock option, incentive, bonus, sabbatical leave, vacation,
severance, cafeteria, pre-tax premium, flexible spending or other contribution,
benefit or payment of any kind, and plans, programs, contracts or arrangements
providing for contributions, benefits or payments in the event of a change of
ownership or control in whole or in part of the Company or any Subsidiary (all
such employee benefit plans and other benefit plans, programs, contracts or
arrangements, whether written or oral, hereinafter individually and collectively
called the "Employee Benefit Plans"). Except as set forth in the Seller
Disclosure Schedule, neither the Company nor any Subsidiary has any obligation
other than as required by applicable Law, to amend any Employee Benefit Plan so
as to increase

                                       25



benefits thereunder or otherwise or to establish any new benefit plan, program,
contract or arrangement.

        (b)     No Employee Benefit Plan is subject to Title IV of ERISA,
Section 302 of ERISA or Section 412 or 413(c) of the Code. No member of the
Group is a party to, or participates in, or has any obligation or liability,
contingent or otherwise, with respect to any multiemployer plan (as defined in
Section 3(37) of ERISA). Neither the Company nor any Subsidiary sponsors or
maintains any nonqualified deferred compensation plan that is or could become
subject to Section 409A of the Code.

        (c)     Any and all amounts which any member of the Group is required to
pay, deduct or remit, as contributions or otherwise, with respect to the
Employee Benefit Plans, have been timely paid, deducted, remitted or accrued.

        (d)     Except as set forth in the Seller Disclosure Schedule, each
Employee Benefit Plan has been established, maintained, operated and
administered in all material respects in accordance with its terms and all
applicable Law. Each Employee Benefit Plan which is intended to be "qualified"
within the meaning of Sections 401(a) and 501(a) of the Code (a "Qualified
Plan") is the subject of an Internal Revenue Service opinion letter as to its
qualified status and nothing has occurred to adversely affect such qualified
status. There are no pending, threatened or anticipated Actions, suits, claims,
trials, demands, investigations, arbitrations or proceedings (other than routine
claims for benefits) involving any of the Employee Benefit Plans with respect to
or affecting the Company or any Subsidiary or any current or former employee of
the Company or any Subsidiary. There have been no nonexempt "prohibited
transactions" within the meaning of Section 406 of ERISA or Section 4975 of the
Code with respect to any of the Employee Benefit Plans.

        (e)     A complete and correct copy of each of the Employee Benefit
Plans and governing documents thereof, and all amendments thereto, whether
currently effective or to become effective at a later date, and all contracts
and agreements relating thereto, or to the funding thereof (including, without
limitation, all trust agreements, insurance contracts, investment management
agreements, subscription and participation agreements, administration and
recordkeeping agreements) have been delivered to Purchaser. In the case of any
Employee Benefit Plan that is not in written form, an accurate and complete
description of such Employee Benefit Plan has been delivered to Purchaser. With
respect to each Employee Benefit Plan, Company has delivered to Purchaser a
complete and correct copy of each of (i) the three most recent annual reports
(Form 5500 series), including any schedules thereto and audit reports, (ii) the
most recent summary plan description (including summaries of material
modification), and a copy of any other material or documents distributed to any
Employee, participant or any beneficiary in connection with any Employee Benefit
Plan, (iii) the most recent Internal Revenue Service opinion letter, and (iv) in
the case of any funded Employee Benefit Plan, to the extent not included in the
annual reports (Form 5500 series) delivered to Purchaser, a current schedule of
assets (and the fair market value thereof assuming liquidation of any asset
which is not readily tradable) held with respect thereto.

                                       26



        (f)     There have been no material adverse changes in the financial
condition of the respective Employee Benefit Plans (or other information
provided hereunder) from that stated in each Employee Benefit Plan's most recent
of such annual reports.

        (g)     No Employee Benefit Plan provides benefits including, without
limitation, death or medical benefits (whether or not insured), with respect to
any employees, former employees or directors of the Company or any Subsidiary
beyond their retirement or other termination of service, other than group health
continuation coverage mandated by applicable Law.

        (h)     Except as set forth in the Seller Disclosure Schedules, neither
the execution and delivery by the Company of this Agreement nor the consummation
by the Company of the transactions contemplated hereby shall (either alone or
upon the occurrence of additional events or acts) (x) require the Company or any
Subsidiary to make any payment to, or obtain any consent or waiver from, any
officer, director, employee, consultant or agent of any member of the Group
(other than the Sellers) or (y) accelerate vesting or payment of any benefits or
any payments, increase the amount or value of any benefit or payment or result
in the payment of or obligation to pay any "excess parachute payment" (within
the meaning of Section 280G of the Code).

        (i)     Except as set forth on the Seller Disclosure Schedule, neither
the Company nor any Subsidiary is a party to any Contract that results or could
result in any amount that is not deductible under Code Section 162(m), Code
Section 280G, or Code Section 404, or any similar provision of applicable Law.

        3.22    ACCOUNTS RECEIVABLE. Except to the extent of the amount of the
reserve for doubtful accounts reflected in the Company Audited Financial
Statements or as set forth on the Seller Disclosure Schedule, all Accounts
Receivable of the Company or any Subsidiary reflected therein and all Accounts
Receivable that have arisen since June 30, 2006 (except Accounts Receivable that
have been collected since such date) are valid and enforceable claims and
constitute bona fide Accounts Receivable resulting from the sale of goods and
services in the ordinary course of business.

        3.23    MAJOR CUSTOMERS. The Seller Disclosure Schedule lists, by dollar
volume paid for the year ended June 30, 2006, all customers of the Company and
each Subsidiary, taken as a whole, who purchased at least $100,000 in goods and
services (collectively, the "Major Customers"). The relationships of Company and
each Subsidiary with the Major Customers are reasonable commercial working
relationships and: (i) all amounts owing from the Major Customers, if not in
dispute, have been paid in accordance with their respective terms; (ii) none of
the Major Customers within the last twelve months has threatened in writing to
cancel, or otherwise terminate, the relationship of such Major Customer with the
Company or any Subsidiary; and (iii) none of the Major Customers during the last
twelve months has decreased materially, or threatened in writing to decrease or
limit materially, its relationship with the Company or any Subsidiary or, to the
Knowledge of the Sellers, intends to decrease or limit materially its
relationship with the Company or any Subsidiary. To the Knowledge of the
Sellers, no Major Customer is insolvent or has claimed protection under
applicable bankruptcy laws. Neither the Company nor any Subsidiary has given (or
agreed to give) any discount, free

                                       27



goods, rebate or other incentive to any customer of the Company or any
Subsidiary in order to induce any such customer to accelerate the timing of
orders to the Company or any Subsidiary.

        3.24    AIRCRAFT OPERATIONS.

        (a)     The Company and each Subsidiary holds a valid and current Air
Carrier Certificate or Operating Certificate pursuant to FAR Part 119.

        (b)     All aircraft owned, leased or operated by Company and its
Subsidiaries are included on Company's Part 135 Certificate.

        (c)     The Company and each Subsidiary has been granted an exemption
certificate by the United States Department of Transportation exempting each of
them from economic regulatory provisions as provided in Section 298 of the
Aviation Economic Regulations.

        (d)     Neither the Company nor any Subsidiary is under, or has been the
subject of, any investigation or enforcement action by the FAA, the DOT or any
Foreign Aviation Authority for violations of any regulations of either thereof.

        (e)     The Company and each Subsidiary is in compliance with all
applicable provisions of the FAA Regulations, including but not limited to
Subpart K of Part 91 thereof.

        (f)     Neither the Company nor any Subsidiary has been granted any
waivers of any requirements under Part 91 of the FAA Regulations.

        (g)     The Company and each Subsidiary holds all licenses,
certificates, permits and franchises from the appropriate Government
Authorities, including, without limitation, the FAA, DOT and all Foreign
Aviation Authorities, necessary to authorize Company and each Subsidiary to
lawfully engage in air transportation and to carry on commercial passenger
service as currently conducted.

        (h)     All pilots in the employ of the Company and each Subsidiary hold
all current licenses and certificates as are required by the FAA are up-to-date
in their recurrent training status, and have at least the minimum total pilot
hours required by any policy of insurance covering the aircraft they fly for the
Company or any Subsidiary.

        (i)     The Company maintains a drug and alcohol testing program,
approved by the FAA, pursuant to which all employees of the Company and each
Subsidiary are subject to regular testing.

        (j)     The Company and each Subsidiary is a Citizen of the United
States.

        (k)     All aircraft owned by, leased to or operated by the Company or
any Subsidiary have been duly certificated by the FAA as to type and
airworthiness, are in a condition in accordance with the relevant manufacturer's
maintenance program and are in the specifications and configuration set forth in
the documents delivered to the Purchaser.

                                       28



        (l)     All aircraft owned, leased or operated by the Company or any
Subsidiary have been enrolled in a FAA approved inspection program.

        (m)     No aircraft owned by, leased to or operated by the Company or
any Subsidiary has been involved in any incident (i) reportable to the FAA or
the NTSB, or (ii) which caused damage in excess of $100,000

        (n)     No airworthiness directives issued by the FAA or the country of
manufacture are past due against any Aircraft owned by, leased to or operated by
the Company or any Subsidiary.

        (o)     The Company has paid or caused to be paid all fees or charges
assessed and due against the Company or any Subsidiary (or any aircraft owned by
or leased to or operated by the Company or any Subsidiary) by any airport or air
navigation authority.

        (p)     There are no Actions pending or, to the Knowledge of the
Sellers, threatened in respect of any aircraft owned by, leased to or operated
by the Company or any Subsidiary which, if unsatisfied, would give rise to a
Lien over such aircraft.

        (q)     There are no Actions which have been asserted or, to the
Knowledge of the Sellers, threatened against the Company or any Subsidiary
arising out of the sale or lease of any aircraft (or any interests therein) by
the Company or any Subsidiary.

        (r)     The Company has provided to Purchaser current insurance
certificates together with an independent insurance broker's reports relating to
all insurances maintained with respect to aircraft owned by, leased to or
operated by the Company or any Subsidiary.

        3.25    PRODUCT AND SERVICE WARRANTIES. Except in the ordinary course of
business or pursuant to applicable Laws, neither the Company nor any Subsidiary
has furnished any warranty, guaranty and or other similar undertaking with
respect to contractual performance. Neither the Company nor any Subsidiary has
been notified of any material claims for, and to the Knowledge of the Sellers,
there are no threatened material claims for, any returns, recalls, warranty
obligations or product services relating to any of the material assets of the
Company or any Subsidiary.

        3.26    BANK ACCOUNTS. The Seller Disclosure Schedule sets forth a
complete list of (i) all bank accounts, savings deposits, money-market accounts,
certificates of deposit, safety deposit boxes, and similar investment accounts
with banks or other financial institutions maintained by or on behalf of the
Company or any Subsidiary showing the depository bank or institution address,
appropriate bank contact personnel, account number and names of signatories, and
(ii) the names of all Persons holding powers of attorney from the Company or any
Subsidiary. True, correct and complete copies of all powers of attorney granted
by the Company or any Subsidiary have been provided to Purchaser.

        3.27    NO FINDER. Except as set forth on the Seller Disclosure
Schedule, neither the Company nor any Subsidiary or any party acting on their
behalf, has paid or become obligated to pay any fee or commission to any broker,
finder or intermediary for or on account of the transactions contemplated
hereby.

                                       29



                                  ARTICLE IV.

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

        Purchaser represents and warrants to each Seller as set forth below:

        4.1     ORGANIZATION; GOOD STANDING. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware.

        4.2     AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY. Purchaser has
full corporate power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby, subject to obtaining Stockholder Approval. Other than
obtaining Stockholder Approval, all corporate acts and other proceedings
required to be taken by Purchaser to authorize the execution, delivery and
performance of this Agreement have been duly and properly taken. This Agreement
has been duly executed and delivered by Purchaser, and constitutes the legal,
valid and binding obligation of Purchaser, enforceable against Purchaser in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, moratorium and other similar Laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

        4.3     NON-CONTRAVENTION. The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not (or would not with the giving of
notice or the passage of time):

        (a)     constitute a violation or breach of the certificate of
incorporation or the by-laws of Purchaser;

        (b)     constitute a default under or a violation or breach of, or
result in the acceleration of any obligation under, any provision of any
material Contract or other instrument to which Purchaser is a party or by which
any of the assets of Purchaser is bound; or

        (c)     assuming the consents described in Section 4.4 have been
received, violate any Order or any Law affecting Purchaser or its assets.

        4.4     CONSENTS AND APPROVALS. Except as set forth in Purchaser
Disclosure Schedule, no consent, approval, waiver, license, permit, order or
authorization of, or registration, declaration or filing with, any Governmental
Authority or other Person (other than Stockholder Approval) is required to be
obtained by or on behalf of Purchaser in connection with, or as a condition of
the lawful execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby.

        4.5     SEC REPORTS. Purchaser has filed all forms, reports and
documents required to be filed by it with the SEC since February 24, 2005
(collectively, the "SEC Reports"). Except as set forth on the Purchaser
Disclosure Schedule, the SEC Reports (i) were prepared in all material respects
in accordance with the requirements of the Securities Act or the Exchange Act,
as the case may be, and (ii) did not at the time they were filed contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements made therein, in
the light of the circumstances under which they were made,

                                       30



not misleading. Except as set forth on the Purchaser Disclosure Schedule, each
of the balance sheets (including the related notes) included in the SEC Reports
presents fairly in all material respects the consolidated financial position of
Purchaser as of the respective dates thereof, and the other related financial
statements (including the related notes) included therein presented fairly in
all material respects the consolidated results of operations and changes in
financial position of Purchaser for the respective periods indicated, except, in
the case of interim financial statements, for year-end audit adjustments,
consisting only of normal recurring accruals. Except as set forth on the
Purchaser Disclosure Schedule, each of the financial statements (including the
related notes) included in the SEC Reports has been prepared in accordance with
GAAP, consistently applied, except as otherwise noted therein or, in the case of
the unaudited financial statements, as permitted by the applicable rules and
regulations of the SEC.

        4.6     PURCHASE PRICE. The shares of Purchaser Common Stock issued as
Purchase Price, when issued in accordance with the terms of this Agreement, will
be duly and validly issued, fully paid and non-assessable, will be free and
clear of any Liens and other restrictions on transfer (other than restrictions
on transfer under applicable federal and state securities laws, and restrictions
applicable to the Sellers pursuant to the Stockholders Agreement) and will not
be subject to preemptive rights or rights of first refusal.

        4.7     LITIGATION AND CLAIMS. There is no Action pending or, to the
knowledge of Purchaser, threatened, against or affecting Purchaser with respect
to the propriety or validity of the transactions contemplated hereby.

        4.8     CAPITALIZATION. The authorized capital stock of Purchaser
consists of (a) 30,000,000 shares of Purchaser Common Stock, of which 8,400,000
shares are issued and outstanding and 14,700,000 shares are reserved for
issuance upon exercise of outstanding warrants and an option held by Purchaser's
underwriter, and (b) 1,000,000 shares of preferred stock, $0.0001 par value per
share, none of which are issued or outstanding. Except as set forth in this
Section 4.8, no shares of Purchaser's capital stock are issued, outstanding or
reserved for issuance. All the outstanding shares of capital stock of Purchaser
have been duly authorized and validly issued and are fully paid and
non-assessable, free and clear of all Liens. The rights, preferences, privileges
and restrictions applicable to Purchaser's capital stock are as set forth in
Purchaser's currently effective Certificate of Incorporation, as amended. Except
as set forth in this Section 4.8, there are no outstanding subscriptions,
warrants, options, contracts, rights (preemptive or otherwise), calls, demands,
commitments, voting agreements, voting trusts proxies or other arrangements of
any character binding on Purchaser relating to any authorized and issued or
unissued shares of capital stock of Purchaser, or other instruments binding on
Purchaser convertible into or exchangeable for such stock, or which obligate
Purchaser to seek authorization to issue additional shares of any class of
stock, nor will any be created by virtue of this Agreement or the transactions
contemplated hereby. None of the shares of capital stock of Purchaser were
issued in violation of any applicable Laws.

        4.9     NO FINDER. Except as set forth on Purchaser Disclosure Schedule,
neither Purchaser nor any party acting on its behalf, has paid or become
obligated to pay any fee or commission to any broker, finder or intermediary for
or on account of the transactions contemplated hereby.

                                       31



        4.10    BOARD APPROVAL. The Board of Directors of the Purchaser
(including any required committee or subgroup of the Board of Directors of
Purchaser) has, as of the date of this Agreement, determined that the fair
market value of the Company is equal to at least 80% of Purchaser's net assets.

        4.11    TAX FREE MERGER.

        (a)     Purchaser has no plan or intention to sell or otherwise dispose
of any capital stock of the Company acquired in the transactions contemplated
hereunder, or to take any action, which would result in Purchaser not being in
control of the Company after the acquisition, other than, in each case, actions
permitted by section 368(a)(2)(C) of the Code and the Treasury Regulations
issued thereunder.

        (b)     Purchaser does not currently own any shares of capital stock of
the Company.

        (c)     Following the acquisition, Purchaser will cause the Company to
continue the Company's historic business or to use a significant portion of the
Company's historic business assets in a business within the meaning of section
1.368-1(d) of the Treasury Regulations, assuming that the assets of, and the
business conducted by, the Company on the Closing Date constitute the Company's
historic business assets and historic business, respectively.

        (d)     Purchaser does not have a plan or intention to require, and, to
Purchaser's knowledge, no person related to Purchaser within the meaning of
Treasury Regulation section 1.368-1(e)(3) has a plan or intention to acquire,
any Purchaser stock issued in the acquisition, other than pursuant to a share
repurchase program described in Revenue Ruling 99-58


                                   ARTICLE V.

                        ACTION PRIOR TO THE CLOSING DATE

        From and after the execution of this Agreement until the Closing Time
(or earlier termination of this Agreement in accordance with Section 10.1):

        5.1     CONDUCT OF BUSINESS.

        (a)     The Sellers shall, and shall cause the Company and each
Subsidiary to, (i) continue to conduct the business of the Company and each
Subsidiary in the ordinary course thereof and use its commercially reasonable
efforts to maintain its business in substantially the same manner as heretofore,
carry on its business practices in substantially the same manner as heretofore
and keep their books of account, records and files in a manner consistent with
past practice, (ii) use its commercially reasonable efforts to preserve the
organization of the business of the Company and each Subsidiary intact and to
retain the services of the employees of the Company and each Subsidiary and to
preserve the goodwill of the suppliers and customers of the business of the
Company and each Subsidiary, (iii) pay and perform all of the debts, obligations
and liabilities of the Company and each Subsidiary as and when due and manage
the working capital of the Company and each Subsidiary consistent with past
practice; (iv) maintain all of their material assets in a manner consistent with
past practices and not take any action adverse to the preservation of such
material assets, (v) fully satisfy all obligations, on a timely basis, under

                                       32



each Employee Benefit Plan, including, without limitation, all contribution
obligations, and to administer, operate and maintain each such Employee Benefit
Plan in accordance with its terms and all applicable Laws, including with
respect to any Qualified Plan, the qualification requirements of the Code; (vi)
comply in all material respects with all Laws applicable to the Company and each
Subsidiary; (vii) insure and keep fully insured all properties of the Company
and each Subsidiary, customarily insured by companies carrying on a similar
business, but in no event to a lesser extent than existed prior to the execution
of this Agreement; (viii) comply in all material respects with the requirements
of Environmental Laws and to notify Purchaser immediately in the event of any
release or discovery of any Hazardous Substance or contaminant at, upon, under,
over or within any Company Property and promptly forward to Purchaser copies of
all Orders, notices, permits, applications or other communications and reports
in connection with any release or the presence of any contaminant or any matters
relating to Environmental Laws as they affect any Company Property; (ix) defend
the title to and all of the Company's and each Subsidiary's rights in all of the
material Company Intellectual Property; (x) prepare and file all Company Tax
Returns required to be filed after the date hereof and on or before the Closing
Date in a timely manner and in a manner consistent with prior years and
applicable Tax Laws, and timely pay all Taxes shown thereon; (xi) pay, or
establish adequate reserves for the payment of, all Taxes payable for taxable
periods or portions thereof ending through the Closing Date, (xii) obtain, renew
and otherwise keep in full force and effect all authorizations, licenses,
certificates and permits from the appropriate federal, state and local
Governmental Authorities, including, without limitation, the FAA, DOT and all
Foreign Aviation Authorities, necessary to authorize the Company and each
Subsidiary to lawfully engage in air transportation and to carry on commercial
passenger service as currently conducted and as may from time to time be
necessary to enable it lawfully to own, lease or operate aircraft and to perform
the obligations herein undertaken by it, and observe and comply with the terms
and conditions of any such authorizations, licenses, certificates and permits,
and (xiii) conduct the business of the Company and each Subsidiary in such a
manner that, on the Closing Date, the representations and warranties of the
Sellers contained in this Agreement shall be true, correct and complete as if
such representations and warranties were made on and as of such date.

        (b)     Notwithstanding Section 5.1(a) hereof, the Sellers shall not,
and shall cause the Company and each Subsidiary not to, without the prior
written consent of Purchaser:

                (i)     make any material change in the business or the
        operations of the Company or any Subsidiary;

                (ii)    (A) incur, pay or discharge any liability or obligation
        (absolute, accrued, contingent or otherwise), (B) sell or transfer any
        property, or (C) acquire or sell, lease, grant an interest in or dispose
        of any assets or businesses, in each case, other than in the ordinary
        course of business consistent with past practice, or otherwise incur any
        Indebtedness;

                (iii)   other than business-related advances to employees in the
        ordinary course of business, consistent with past practice, (A)
        guarantee or assume any other obligation of any Person, or (B) make any
        loan or advance to any Person;;

                                       33



                (iv)    waive any right of value owed to, cancel any debt owed
        to, or claims held by, the Company or any Subsidiary, except in the
        ordinary course of business consistent with past practice;

                (v)     settle or compromise any Action (other than an Action
        involving a claim for Taxes, which shall be governed by clause (vi)
        below);

                (vi)    (A) make or rescind any Tax election, (B) settle or
        compromise any Action relating to Taxes, (C) make a request for a
        written ruling of any Governmental Authority relating to Company Taxes,
        (D) enter into a written legally binding agreement with a Governmental
        Authority relating to Company Taxes, or (E) except as required by Law,
        change any of its methods of reporting income or deductions for federal
        income Tax purposes from those previously employed in the preparation of
        its federal income Tax Returns;

                (vii)   make any change in the methods of accounting or
        accounting principles applied in the preparation of the financial
        statements of the Company or any Subsidiary other than a change which is
        required by reason of a concurrent change in Law or GAAP;

                (viii)  (A) adopt, terminate, amend in any respect (except as
        required by this Agreement or applicable Law and, to the extent required
        by applicable Law and if compliance therewith presents options, only to
        the extent that the option chosen is the option which the Company
        reasonably believes to be the least costly), fund or secure any benefit
        plan or bonus, profit sharing, deferred compensation, incentive, stock
        option or stock purchase plan, program or commitment, paid time off for
        sickness or other plan, program or arrangement for the compensation or
        benefit of its employees, consultants or directors, (B) grant any
        general increase (other than increases required under a Contract) in the
        compensation of its employees (including any such increase pursuant to
        any bonus, profit sharing or other compensation or incentive plan,
        program or commitment) or any increase (other than increases required
        under a Contract) in the compensation payable or to become payable to
        any officer or director or (C) completely or partially withdraw (within
        the meaning of Section 4201 of ERISA) from any Multiemployer Plan;

                (ix)    amend, modify, terminate or breach any Material Contract
        in any material respect, or enter into any Contract which, had such
        Contract been entered into prior to the date hereof, would qualify as a
        Material Contract;

                (x)     enter into, amend or modify any collective bargaining
        agreements;

                (xi)    authorize, undertake, or enter into any commitment with
        respect to, capital expenditure projects individually in excess of
        $100,000 or in the aggregate in excess of $500,000 (or the equivalent
        amount in such other currencies in which the Company or any Subsidiary
        conducts business);

                (xii)   amend the articles or certificates of incorporation, as
        applicable, or by-laws or other governing documents of the Company or
        any Subsidiary;

                                       34



                (xiii)  issue, deliver, or agree (actually or contingently) to
        issue or deliver (whether pursuant to any option or otherwise), or grant
        or modify any option, warrant or other right to purchase or otherwise
        acquire, any shares of the capital stock of the Company or any
        Subsidiary, or any security convertible into or exchangeable for, any
        shares of such capital stock, or issue or agree to issue any bonds,
        notes, or other securities;

                (xiv)   split, combine or reclassify any shares of the capital
        stock of the Company or any Subsidiary, retire, redeem or otherwise
        acquire any shares of the capital stock of the Company or any
        Subsidiary, or declare, set aside or make any dividend or distributions
        of cash or other property in respect of the capital stock of the Company
        or any Subsidiary, or agree to do any of the foregoing;

                (xv)    fail to maintain in force, or make any change in (except
        in the ordinary course of business), the insurance coverage contemplated
        by Section 3.12 (or substantially equivalent replacement coverage) as
        being maintained by the Company or any Subsidiary;

                (xvi)   issue any communication to employees of the Company or
        any Subsidiary with respect to compensation, benefits or employment
        continuation or opportunity following the Closing, except as required by
        Law;

                (xvii)  enter into any partnership or joint venture agreement or
        arrangement or any similar agreement or arrangement;

                (xviii) enter into any Contract which would require a consent
        thereunder with respect to the consummation of the transactions
        contemplated hereby;

                (xix)   enter into a voluntary recognition agreement or other
        Contract with, or otherwise voluntarily recognize, any employee
        association, labor union or other similar organization with respect to
        any employees of the Company or any Subsidiary; or

                (xx)    agree, whether in writing or otherwise, to do any of the
        foregoing.

        5.2     NOTIFICATION OF CERTAIN MATTERS. The Sellers, on the one hand,
or Purchaser, on the other hand, will, in the event of, and promptly after the
occurrence of, or promptly after becoming aware of the occurrence of, or the
impending or threatened occurrence of, any event or condition which would
constitute a breach of any of the representations and warranties contained in
Article II, Article III or Article IV, or would result in the inability of any
condition contained in Articles VII or VIII to be satisfied or would otherwise
prevent it from consummating the transactions contemplated hereby, give detailed
written notice thereof to Purchaser or the Sellers, as the case may be, and each
of the Sellers or Purchaser, as the case may be, shall use its reasonable best
efforts to prevent or promptly to remedy such event, condition or breach. None
of the disclosures pursuant to this Section 5.2 or investigations enabled or
performed pursuant to Section 5.3 will be deemed to qualify, modify, or amend or
supplement the representations, warranties or covenants of any party.

                                       35



        5.3     ACCESS. Subject to the terms of the Confidentiality Agreement,
the Sellers shall afford Purchaser's employees, auditors, legal counsel and
other authorized representatives and advisors all reasonable opportunity and
access during normal business hours to inspect, investigate and audit the
assets, liabilities, Contracts, Books and Records, operations and business of
the Company and each Subsidiary and to interview the employees and officers of
the Company and each Subsidiary. The Sellers shall also permit Purchaser to meet
with the customers and other business partners of the Company and each
Subsidiary to discuss the business conducted between the Company and each
Subsidiary and such customers and business partners. At the request of
Purchaser, the Sellers shall execute or cause to be executed, such consents,
authorizations and directions as may be necessary to enable Purchaser and its
representatives to obtain access to all files and records maintained by
Governmental Authorities in respect of the Company, the Subsidiaries and their
respective businesses.

        5.4     ISSUANCE OF PURCHASER SECURITIES. Purchaser shall not, without
the prior written consent of the Sellers, issue, deliver, or agree (actually or
contingently) to issue or deliver (whether pursuant to any option or otherwise),
or grant or modify any option, warrant or other right to purchase or otherwise
acquire, any shares of the capital stock of the Purchaser, or any security
convertible into or exchangeable for any shares of such capital stock, or issue
or agree to issue any bonds, notes, or other securities, except for issuances of
securities upon exercise of options, warrants or other securities outstanding as
of the date hereof.

        5.5     STANDSTILL. From and after the date hereof unless and until this
Agreement shall have been terminated in accordance with its terms, the Purchaser
and the Sellers hereby agree and shall cause their respective directors,
officers, Affiliates, employees, attorneys, accountants, representatives,
consultants and other agents (collectively, "Representatives"), and the Sellers
shall cause the Company and each Subsidiary: (i) to immediately cease any
existing discussions or negotiations with any Person conducted heretofore,
directly or indirectly, with respect to any Business Combination; (ii) not to
directly or indirectly solicit, initiate, encourage or facilitate the submission
of proposals or offers from any Person other than the parties to this Agreement
or their Representatives relating to any Business Combination, or (iii) directly
or indirectly participate in any discussions or negotiations regarding, or
furnish any information to any Person other than the parties to this Agreement
or their Representatives in connection with, any proposed or actual Business
Combination, provided, however, that Purchaser's obligations under this Section
5.5 shall be subject to applicable Law and the exercise of its fiduciary duties
(in the good faith judgment of its board of directors based on the advice of
independent legal counsel). The Sellers shall immediately notify any Person who
contacts any Seller, the Company or any Subsidiary, and the Purchaser shall
immediately notify any Person who contacts the Purchaser, with respect to any
proposed Business Combination of the existence of this Agreement. Each party
shall also notify the other party regarding any contact between them or their
respective Representatives (and in the case of the Sellers, the Company and each
Subsidiary), and any other Person regarding such proposed Business Combination.

        5.6     PURCHASER STOCKHOLDER APPROVAL.

        (a)     Purchaser shall, as soon as practicable following its receipt of
(x) all required information for inclusion in the Proxy Statement (as
hereinafter defined) from the Company and the Subsidiaries and (y) the consent
of J.H. Cohn with respect to the inclusion in the Proxy

                                       36



Statement of the audited financial statements of the Company and the
Subsidiaries prepared by J.H. Cohn, file with the Securities and Exchange
Commission (the "SEC") a proxy statement in preliminary form or such other form,
statement or report as may be required under the federal securities laws (such
proxy statement or such other form, and any amendments or supplements thereto
being the "Proxy Statement") relating to a stockholders meeting (the
"Stockholder Meeting") to be held by Purchaser to obtain Stockholder Approval
(as hereinafter defined). Purchaser shall duly call, give notice of, convene and
hold the Stockholder Meeting and solicit proxies as promptly as reasonably
practicable in accordance with applicable law for the purpose of seeking
Stockholder Approval. "Stockholder Approval" shall mean (i) the affirmative vote
of the holders of a majority of the shares of the issued and outstanding voting
stock of Purchaser in favor of the transactions contemplated by this Agreement
and (ii) the holders of less than 20% of the Purchaser Common Stock issued in
Purchaser's initial public offering shall have exercised their conversion rights
with respect to their shares of Purchaser Common Stock in connection with such
vote, all in accordance with, and as required by, Purchaser's Amended and
Restated Certificate of Incorporation.

        (b)     Purchaser agrees that the Proxy Statement will comply in all
material respects with all of the requirements of the Exchange Act and Purchaser
will ensure that the Proxy Statement will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, except that no
representation or warranty is made by Purchaser with respect to information
supplied by the Company or the Sellers for inclusion in the Proxy Statement.
Purchaser shall promptly correct any information provided by it for use in the
Proxy Statement if and to the extent that such information becomes false or
misleading and shall take all steps necessary to cause the Proxy Statement as so
corrected to be filed with the SEC and disseminated to its stockholders, in each
case as and to the extent required by the Exchange Act. Purchaser shall give the
Sellers and their counsel a reasonable opportunity (but no more than 5 Business
Days) to review and comment on the Proxy Statement, and any amendments or
supplements thereto, prior to the filing of any such documents with the SEC and
Purchaser will give due consideration to the Sellers' comments. Purchaser will
provide to the Sellers and their counsel any comments that Purchaser or its
counsel may receive from the SEC or its staff, whether written or oral, with
respect to the Proxy Statement promptly after receipt of any such comments.
Purchaser will use its reasonable best efforts to respond to any comments
received from the SEC or its staff.

        (c)     The Sellers shall furnish to Purchaser all information
concerning the Sellers, the Company and the Subsidiaries, their respective
directors, officers and stockholders (including the directors of the Company to
be elected as directors of Purchaser effective as of the Closing) and such other
matters as may be reasonably necessary or advisable in connection with the Proxy
Statement or any other statement, filing, notice or application made by or on
behalf of the Sellers, the Company and/or Purchaser to any third party and/or
any Governmental Authority in connection with the Proxy Statement (including, if
required by the Exchange Act, copies of the unaudited consolidated balance
sheets and statements of operations and cash flows of the Company and the
Subsidiaries for periods other than those covered by the Company Audited
Financial Statements, which will be prepared from the books and records of the
Company and its Subsidiaries, and will present fairly the assets, liabilities,
income, losses, retained earnings, financial condition, results of operations
and cash flows of the Company and its Subsidiaries for

                                       37



the periods and dates covered thereby, in conformity with GAAP, the Exchange Act
and the rules and regulations of the SEC), and will ensure that none of such
information (including any information included in the Seller Disclosure
Schedule, the Company Audited Financial Statements and any financial statements
with respect to the Company and the Subsidiaries for any periods after June 30,
2006) will contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein in light of the circumstances under which they were made, not
misleading. If at any time prior to Closing, a change in such information which
would make the preceding sentence incorrect should occur, the Sellers will
promptly notify Purchaser of such change. Purchaser shall promptly correct any
such information in the Proxy Statement and shall take all steps necessary to
cause the Proxy Statement as so corrected to be filed with the SEC and
disseminated to its stockholders, in each case as and to the extent required by
the Exchange Act.

        (d)     The Sellers shall use their reasonable best efforts to obtain
the auditors' consents to the inclusion of the Company Audited Financial
Statements in the Proxy Statement, and to otherwise provide as soon as
reasonably practicable any information about the Company and the Subsidiaries
required by the Exchange Act reasonably sufficient to permit Purchaser to
prepare and file the Proxy Statement.

        (e)     Purchaser, through its board of directors, shall recommend to
its stockholders that they give the Stockholder Approval and, subject to
applicable Law and the exercise of its fiduciary duties (in the good faith
judgment of its board of directors based on the advice of independent legal
counsel), shall not withdraw or modify its recommendation.

        5.7     NOTICE OF LITIGATION. Promptly after obtaining Knowledge of the
commencement of or the threatened occurrence of any Action against or with
respect to the Company, any Subsidiary or any capital stock of the Company, the
Sellers shall give detailed written notice thereof to Purchaser.

        5.8     FULFILLMENT OF CONDITIONS TO PURCHASER'S OBLIGATIONS. The
Sellers agree to use their reasonable best efforts to effectuate the
transactions contemplated hereby and to fulfill the conditions contained in
Article VII.

        5.9     FULFILLMENT OF CONDITIONS TO COMPANY'S OBLIGATIONS. Purchaser
agrees to use their reasonable best efforts to effectuate the transactions
contemplated hereby and to fulfill the conditions contained in Article VIII.

        5.10    GOVERNMENTAL CONSENTS(a) Purchaser and the Sellers shall, as
promptly as practicable following the execution and delivery of this Agreement
make or cause to be made all filings, notices, petitions, statements,
registrations, submissions of information, application or submission of other
documents required by any Governmental Authority in connection with the
transactions contemplated hereby. Each party will cause all documents that it is
responsible for filing with any Governmental Authority under this Section 5.10
to comply in all material respects with all applicable Laws. Each such party
shall furnish to the other such necessary information and reasonable assistance
as the other may request in connection with its preparation of such filings or
submissions. Each such party shall keep the other apprised of the status of any
communications with, and any inquiries or requests for additional information
from, any

                                       38



Governmental Authority and shall comply promptly with any such inquiry or
request. Each such party shall use its best efforts to obtain any clearance
required under applicable Law for the consummation of the transactions
contemplated hereby.

        (b)     Any and all filing fees attributable to the filings made
pursuant to this Section 5.10 shall be borne 50% by the Sellers and 50% by
Purchaser.

        5.11    THIRD PARTY CONSENTS. The Sellers shall use their reasonable
best efforts to obtain all consents from third parties which are required by the
terms of any Contract or otherwise to be obtained in connection with the
transactions contemplated hereby. Purchaser shall use its reasonable efforts to
cooperate in obtaining any such consents, so long as Purchaser is not required
to make any payments with respect thereto.

        5.12    PUBLICITY. No public release or announcement concerning the
transactions contemplated hereby shall be issued by any party without the prior
consent of the other party (which consent shall not be unreasonably withheld or
delayed), except as such release or announcement may be required by Law, in
which case the party required to make the release or announcement shall allow
the other party reasonable time to comment on such release or announcement in
advance of such issuance and shall make a reasonable effort to take into account
such comments.

        5.13    EQUITY COMPENSATION PLAN. Purchaser will submit to its
stockholders for approval, as part of the Proxy Statement, a proposed equity
compensation plan that would permit the granting of stock options, shares of
restricted stock and other awards to such persons (including, but not limited
to, management, directors and employees) in such amounts as may be determined by
the Compensation Committee of Purchaser's board of directors (as constituted
following the Closing). The pool of shares initially available for this plan
will equal 1,500,000 of the total shares of Purchaser common stock expected to
be outstanding immediately after the Closing.


                                  ARTICLE VI.

                         OTHER AGREEMENTS OF THE PARTIES

        6.1     CONFIDENTIALITY.

        (a)     Each Seller agrees to hold confidential in accordance with
commercial business practice all Confidential Information obtained in the course
of its ownership of shares or participation in the ownership or management of
the Company or otherwise which is non-public, confidential or proprietary in
nature.

        (b)     Each Seller agrees that subject to any requirement of Law, such
Seller will keep such Confidential Information confidential and will not,
without the prior written consent of Purchaser, be disclosed by such Seller to
any Person. Each Seller agrees that Purchaser shall be entitled to seek
equitable relief, including injunction and specific performance, in the event of
any breach of the provisions of this Section 6.1. Such remedies shall not be
deemed to be the exclusive remedies for a breach of this Section 6.1 by any
Seller but shall be in addition to all other remedies available at Law or
equity. It is further understood and agreed that failure or

                                       39



delay by Purchaser in exercising any right, power or privilege under this
Section 6.1 shall not operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege under this Agreement. Each Seller hereby waives any
requirement that Purchaser post a bond in connection with any claim for
equitable relief.

        6.2     FURTHER ASSURANCES. From and after the Closing Date, each party
shall, at any time and from time to time, make, execute and deliver, or cause to
be made, executed and delivered, for no additional consideration but at the cost
and expense of the requesting party (excluding any internal costs incurred, such
as having any of the following reviewed by counsel) such assignments, deeds,
drafts, checks, stock certificates, returns, filings and other instruments,
agreements, consents and assurances and take or cause to be taken all such
actions as the other party or its counsel may reasonably request for the
effectual consummation and confirmation of this Agreement and the transactions
contemplated hereby.

        6.3     TAX RETURNS

        (a)     The Sellers shall prepare or cause to be prepared and file or
cause to be filed in a timely manner all Company Tax Returns for the Company and
its Subsidiaries for all taxable periods ending on or prior to the Closing Date
("Pre-Closing Tax Periods"). Any such Tax Returns filed between the date hereof
and the Closing Date for any Pre-Closing Tax Period shall be prepared, and each
item thereon treated, in a manner consistent with past practices (including,
without limitation, prior Tax elections and accounting methods or conventions),
except as required by a change in the applicable Law.

        (b)     Purchaser shall prepare or cause to be prepared and file or
cause to be filed all Tax Returns for the Company and its Subsidiaries for all
taxable periods beginning before and ending after the Closing Date ("Straddle
Periods") which are filed after the Closing Date. All such Tax Returns with
respect to Pre-Closing Tax Periods with respect to which the Sellers have agreed
to indemnify the Purchaser Group pursuant to Section 9.2 shall be prepared and
filed in a manner that is consistent with past practices (including, without
limitation, prior Tax elections and accounting methods or conventions), except
as required by a change in the applicable Law.

        (c)     The Sellers shall pay or cause to be paid when due and payable
all unreserved Taxes of the Company and its Subsidiaries for any Pre-Closing Tax
Period and any pre-Closing portion of a Straddle Period; and (ii) Purchaser
shall pay or cause to be paid when due and payable, such Taxes for any Tax
periods commencing on or after the Closing Date and any post-Closing portion of
a Straddle Period.

        (d)     Purchaser and the Sellers agree to furnish or cause to be
furnished to each other, upon request, as promptly as practicable, such
information and assistance relating to the Company and its Subsidiaries
(including, without limitation, access to books and records, employees,
contractors and representatives) as is reasonably necessary for the filing of
all Tax Returns, the making of any election related to Taxes, the preparation
for and conduct of any audit by any Tax authority, and the prosecution or
defense of any claim, suit or proceeding relating to any Tax Return. Such
cooperation and information shall include providing copies of relevant Tax
Returns or portions thereof, together with accompanying schedules, related work
papers and

                                       40



documents relating to rulings or other determinations by Tax Authorities at the
sole cost of the requesting party. If reasonably requested by Purchaser, the
Sellers shall make a representative available on a basis mutually convenient to
both parties to provide explanations of any documents or information provided
hereunder. Purchaser and the Sellers shall retain all books and records with
respect to Taxes pertaining to the Company and it Subsidiaries in their
respective possession until the later of (i) the expiration of the statute of
limitations of the Tax periods to which such Tax Returns and other documents
relate, without regard to extensions except to the extent notified by the other
party in writing of such extensions for the respective Tax periods prior to such
expirations, and (ii) six years following the due date (without extension) for
such Tax Returns. At the end of such period, each party shall provide the others
with at least ten days' prior written notice before destroying any such books
and records, during which period the parties receiving such notice can elect to
take possession, at their own expense, of such books and records. Purchaser and
the Sellers shall cooperate with each other in the conduct of any audit or other
proceeding related to Taxes involving the Company or any Subsidiary. Any
information provided or obtained under this Section 6.3 shall be kept
confidential except as may be otherwise necessary in connection with the filing
of Tax Returns or in conducting an audit or other proceeding.

        (e)     The Sellers will pay all applicable transfer Taxes, sales and/or
use Taxes, real property transfer or excise Taxes, recording, deed, stamp and
other similar Taxes, fees and duties imposed under applicable Law upon the
Sellers incurred in connection with the transfer of the Purchase Shares.

        (f)     For all Tax purposes, Purchaser and the Sellers agree that they
will report the transactions contemplated by this Agreement in a manner
consistent with the terms of this Agreement, and all parties agree to file their
Tax Returns accordingly.

        6.4     CORPORATE INDEMNIFICATION.

        (a)     Following the Closing, Purchaser shall indemnify and hold
harmless, and provide advancement of expenses to, all current and former
directors, officers and employees of Purchaser (in all of their capacities) (i)
to the same extent such persons are indemnified or have the right to advancement
of expenses as of the date of this Agreement by the Purchaser pursuant to
Purchaser's certificate of incorporation, by-laws and indemnification
agreements, if any, in existence on the date hereof with any current or former
directors, officers and employees of Purchaser and (ii) without limitation to
clause (i), to the fullest extent permitted by Law, in each case for acts or
omissions occurring at or prior to the Closing Time (including for acts or
omissions occurring in connection with the approval of this Agreement and the
consummation of the transactions contemplated hereby). Without limiting the
foregoing, Purchaser agrees that all rights to indemnification (including any
obligations to advance funds for expenses) and exculpation from liabilities for
acts or omissions occurring at or prior to the Closing Time now existing in
favor of the current or former directors, officers or employees of Purchaser as
provided in its certificate of incorporation, by-laws, indemnification
agreements or otherwise will survive the Closing and will continue in full force
and effect in accordance with their terms and such rights will not be amended,
or otherwise modified in any manner that would adversely affect the rights of
individuals who on or prior to the Closing Time were directors, officers,
employees or agents of Purchaser, unless such modification is required by Law.

                                       41



        (b)     In the event that Purchaser or any of its successors or assigns
(i) consolidates with or merges into any other Person and is not the continuing
or surviving corporation or entity of such consolidation or merger or (ii)
transfers or conveys all or substantially all of its properties and assets to
any Person, then, and in each such case, Purchaser shall cause proper provisions
to be made so that the successors and assigns of Purchaser assume the
obligations set forth in this Section 6.4.

        (c)     For six years after the Closing Time, Purchaser shall maintain
in effect the current policies of directors' and officers' liability insurance
maintained by Purchaser (provided that Purchaser may substitute therefor
policies with reputable and financially sound carriers of at least the same
coverage and amounts containing terms and conditions which are no less
advantageous) covering acts or omissions occurring at or prior to the Closing
Time with respect to those persons who are currently covered by Purchaser's
directors' and officers' liability insurance policy (the "Purchaser Indemnified
Parties"), provided, however, that, if the Sellers elect, by giving written
notice to Purchaser at least 30 days prior to the Closing Time, then, in lieu of
the foregoing insurance, effective as of the Closing Time, Purchaser shall
purchase a directors' and officers' liability insurance "tail" or "runoff"
insurance program for a period of six years after the Closing Time with respect
to wrongful acts and/or omissions committed or allegedly committed at or prior
to the Closing Time (such coverage shall have an aggregate coverage limit over
the term of such policy in an amount not to exceed the annual aggregate coverage
limit under the Purchaser's existing directors and officers liability policy,
and in all other respects shall be comparable to such existing coverage).

        (d)     The obligations of Purchaser under this Section 6.4 shall not be
terminated or modified after the Closing Time in such a manner as to adversely
affect any Indemnified Party without the express written consent of such
Indemnified Party. The provisions of this Section 6.4 are (i) intended to be for
the benefit of, and will be enforceable by, each Purchaser Indemnified Party,
his or her heirs and his or her representatives and (ii) in addition to, and not
in substitution for, any other rights to indemnification or contribution that
any such person may have by contract or otherwise.

        6.5     QUALIFICATION AS A "REORGANIZATION." From and after the date of
this Agreement, each party hereto shall (i) not take any actions or cause any
actions to be taken (other than actions contemplated by this Agreement) which
could reasonably be expected to prevent the acquisition from qualifying as a
"reorganization" under section 386(a) of the Code, and (ii) advise the other
parties promptly upon becoming aware of any circumstances that they believe
could reasonably be expected to prevent the acquisition from so qualifying.

        6.6     INVESTOR RIGHTS AGREEMENT.

        Purchase hereby acknowledges that, in connection with an equity
financing by the Company, the Company and certain holders of its Class A common
stock are party to an Investors Rights Agreement, dated October 2, 2006, and
Purchaser further acknowledges that in the event of the occurrence of the
Closing , Purchaser shall become subject to, and shall comply with, its
obligations arising under Section 2.1(a) and Sections 2.2 though 2.10 thereof.

                                       42



                                  ARTICLE VII.

                CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

        The obligation of Purchaser to consummate the transactions contemplated
under this Agreement are subject to the fulfillment of each of the following
conditions, any or all of which may be waived in whole or in part by Purchaser,
in its sole discretion:

        7.1     REPRESENTATIONS AND WARRANTIES. Each representation and warranty
contained in Articles II and III which is qualified as to materiality shall be
true and correct and each such representation and warranty that is not so
qualified shall be true and correct in all material respects, in each case as of
the date hereof and at and as of the Closing Time as if made at and as of such
time, except that the representations and warranties made by the Sellers which
address matters only as of a particular date shall remain true and correct as of
such date.

        7.2     PERFORMANCE. The Sellers shall each have performed and complied
in all material respects with all covenants and agreements required by this
Agreement to be performed or complied with by them prior to or at the Closing
Time.

        7.3     NO MATERIAL ADVERSE EFFECT. Between the date of the execution of
this Agreement and the Closing Date, the Company and its Subsidiaries shall not
have suffered or experienced a Material Adverse Effect.

        7.4     CERTIFICATES. Purchaser shall have received (a) a certificate of
the Sellers certifying to the fulfillment of the conditions specified in
Sections 7.1, 7.2, and 7.3 and (b) such other evidence with respect to the
fulfillment of said conditions as Purchaser may reasonably request.

        7.5     NO INJUNCTION. There shall not be pending, threatened or in
effect any injunction or restraining order issued by a court of competent
jurisdiction in an Action against (i) the consummation of the transactions
contemplated hereby, or (ii) the right of the Company or any Subsidiary to
operate their respective businesses after Closing on substantially the same
basis as currently operated.

        7.6     GOVERNMENT APPROVALS. The parties hereto shall have received all
approvals from any applicable Governmental Authority necessary to consummate the
transactions contemplated hereby, and the Company shall have taken all steps, if
any, necessary to give appropriate notice of the changes in ownership of the
Company contemplated by this Agreement to the FAA, DOT and all Foreign Aviation
Authorities which have issued to the Company or any Subsidiary any
authorization, certificate or permit to operate aviation services.

        7.7     THIRD PARTY CONSENTS. The Sellers shall have obtained and
delivered to Purchaser all written consents, approvals, waivers, notices or
similar authorizations required to be obtained or given by the Sellers in order
to consummate the transactions contemplated hereby, in form and substance
reasonably satisfactory to Purchaser.

        7.8     RESIGNATIONS. Purchaser shall have received the written
resignations of all directors of the Company, effective as of the Closing Time.

                                       43



        7.9     RELEASES. The Sellers and each of the Persons referred to in
Section 7.8 shall have executed and delivered to Purchaser a general release
with respect to events occurring prior to the Closing (each, a "Release") in
substantially the form of Exhibit 2.

        7.10    LIENS. Evidence satisfactory to Purchaser of the release and
discharge of any Liens specified in the Seller Disclosure Schedule in respect of
Section 3.7.

        7.11    STOCKHOLDER APPROVAL. Purchaser shall have received the
Stockholder Approval.

        7.12    EMPLOYMENT AGREEMENT. Steven Santo and John Waters shall have
each executed and delivered an Employment Agreement, dated as of the Closing
Date (the "Employment Agreements"), in the forms attached hereto as Exhibits 3
and 4, respectively.

        7.13    STOCKHOLDERS AGREEMENT. The Sellers shall have entered into a
Stockholders Agreement, dated as of the Closing Date (the "Stockholders
Agreement"), in the form attached hereto as Exhibit 5.

        7.14    ESCROW AGREEMENT. The Sellers and Escrow Agent shall have
entered into an Escrow Agreement, dated as of the Closing Date, (the "Escrow
Agreement") in the form attached hereto as Exhibit 6.

        7.15    GOOD STANDING. Purchaser shall have received short-form good
standing certificates, or certificates of compliance relating to the Company and
each subsidiary, dated within five Business Days of the Closing Date, issued by
the Secretary of State of the State of Nevada and the jurisdiction of formation
of each Subsidiary.


                                 ARTICLE VIII.

               CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLERS

        The obligation of the Sellers to consummate the transactions
contemplated by this Agreement are subject to the fulfillment of each of the
following conditions, any or all of which may be waived in whole or in part by
the Sellers:

        8.1     REPRESENTATIONS AND WARRANTIES. Each representation and warranty
contained in Article IV which is qualified as to materiality shall be true and
correct and each such representation and warranty that is not so qualified shall
be true and correct in all material respects, in each case as of the date hereof
and at and as of the Effective Time as if made at and as of such time, except
that the representations and warranties made by Purchaser which address matters
only as of a particular date shall remain true and correct as of such date.

        8.2     PERFORMANCE. Purchaser shall have performed and complied in all
material respects with all covenants and agreements required by this Agreement
to be performed or complied with by Purchaser prior to or at the Closing Time.

                                       44



        8.3     NO MATERIAL ADVERSE EFFECT. Between the date of the execution of
this Agreement and the Closing Date, the Purchaser shall not have suffered or
experienced a Purchaser Material Adverse Effect.

        8.4     CERTIFICATES. The Sellers shall have received (a) a certificate
of an executive officer of Purchaser, dated the Closing Date, certifying to the
fulfillment of the conditions specified in Sections 8.1, 8.2 and 8.3; (b) a
certificate of the Secretary of Purchaser, dated the Closing Date, setting forth
the resolutions of the Board of Directors of Purchaser approving this Agreement
and all other documents contemplated hereby, and authorizing the transactions
hereby contemplated; and (c) such other evidence with respect to the fulfillment
of any of said conditions as the Sellers may reasonably request.

        8.5     NO INJUNCTION. There shall not be in effect any injunction or
restraining order issued by a court of competent jurisdiction in an Action
against the consummation of the transactions contemplated hereby.

        8.6     GOVERNMENT APPROVALS. The parties hereto shall have received all
approvals from any applicable Governmental Authority necessary to consummate the
transactions contemplated hereby.

        8.7     THIRD PARTY CONSENTS. Purchaser shall have obtained and
delivered to the Sellers any written consents, approvals, waivers, notices or
similar authorizations required to be extended by Purchaser in order to
consummate the transactions contemplated hereby, in form and substance
reasonably satisfactory to the Sellers.

        8.8     STOCKHOLDER APPROVAL. Purchaser shall have received the
Stockholder Approval.

        8.9     EMPLOYMENT AGREEMENT. Purchaser shall have each executed and
delivered each of the Employment Agreements.

        8.10    STOCKHOLDERS AGREEMENT. Purchaser and the Sellers shall have
entered into the Stockholders Agreement.

        8.11    ESCROW AGREEMENT. Purchaser and Escrow Agent shall have entered
into the Escrow Agreement.

        8.12    STOCK CERTIFICATES. Purchaser shall have received the Stock
Certificates, together with evidence satisfactory to Purchaser that Purchaser
has been entered in the corporate records of each relevant entity as the holder
of record of the Purchase Shares.

        8.13    GOOD STANDING. Purchaser shall have received long-form good
standing certificates or certificates of compliance, where recognized (or the
equivalent thereto in the relevant jurisdiction) relating to the Company and
each Subsidiary, dated within five Business Days of the Closing Date, issued by
the appropriate official of the respective jurisdictions of incorporation or
organization, as the case may be, together with like certificates with respect
to each jurisdiction in which the Company or any Subsidiary carries on business
as listed in the Seller Disclosure Schedule in respect of Sections 3.1 and 3.2.

                                       45



        8.14    TRUST FUND. Purchaser shall have made appropriate arrangements
with Continental Stock Transfer & Trust Company to have the Trust Fund disbursed
to Purchaser immediately upon the Closing, subject to Purchaser's obligations
with respect to costs and expenses incurred by or on behalf of Purchaser in
connection with the transactions contemplated hereby.

        8.15    PURCHASER COMMON STOCK. Holders of twenty percent (20%) or more
of the shares of Purchaser Common Stock issued in Purchaser's initial public
offering of securities and outstanding immediately before the Closing shall not
have exercised their rights to convert their shares into a pro rata share of the
Trust Fund in accordance with Purchaser's Amended and Restated Certificate of
Incorporation.

        8.16    RESIGNATIONS. Sellers shall have received the written
resignations of all directors of the Purchaser, effective as of the Closing
Time.


                                   ARTICLE IX.

                                INDEMNIFICATION

        9.1     SURVIVAL. All representations and warranties made herein (or in
the certificates to be delivered pursuant to Sections 7.4 or 8.4 hereof) by the
parties to this Agreement and their respective obligations, covenants and
agreements to be performed pursuant to the terms hereof, shall survive the
Closing Time, provided, that, the representations and warranties made herein (or
in such certificates) by the parties shall terminate on the date which is 30
days following the date on which Purchaser files its Form 10-K (or any
applicable successor form) for the fiscal year ending June 30, 2008 with the
SEC, except that the representations and warranties set forth in Sections 2.3
(Title to Purchase Shares), 2.6 (No Finder), 3.5 (Capitalization; Options) and
3.27 (No Finder) shall survive the Closing Time indefinitely. Notwithstanding
the foregoing, if written notice of any matter setting forth in reasonable
detail a claim for a breach of any representation or warranty is given to
Purchaser or the Sellers, as the case may be, in writing pursuant to this
Agreement prior to the end of the applicable survival period, any such
representation or warranty that would otherwise terminate shall be deemed to
survive solely with respect to such matter until such matter is resolved.

        9.2     INDEMNIFICATION BY SELLERS.

        (a)     Each Seller, severally but not jointly, shall indemnify and hold
harmless any Purchaser Group Member from and against and shall pay to the
relevant Purchaser Group Member the amount of any and all Damages incurred by
such Purchaser Group Member arising directly or indirectly from or in connection
with any breach of any representation or warranty of such Seller contained in
Article II (including, without limitation, in any certificate provided in this
Agreement).

        (b)     Each Seller (it being understood that for the purpose of this
Section 9.2(b), "Sellers" shall be defined as Steven Santo, Camelot 27, LLC,
Jeffrey Kirby, John Waters, Kevin McKamey and Andiamo Aviation, LLC (provided,
however, in the event of the dissolution of Andiamo Aviation then from the
shares payable to Alfred Rapetti), jointly and severally, shall indemnify and
hold harmless each Purchaser Group Member from and against any and all


                                       46



Damages incurred by such Purchaser Group Member arising directly or indirectly
from or in connection with:

                (i)     any breach or failure by any Seller to perform any of
        their respective covenants or other obligations contained in this
        Agreement (including, without limitation, in any certificate provided in
        this Agreement);

                (ii)    any breach of any representation or warranty of any
        Seller contained in Article III of this Agreement (including, without
        limitation, in any certificate provided in this Agreement); and

                (iii)   (x) any and all Taxes imposed upon or assessed against
        the Company or any Subsidiary as a result of being a member of any
        affiliated, consolidated, combined or unitary group or on account of
        transferee or secondary liability for Taxes, in either case for taxable
        periods or portions thereof ending on or before the Closing Date; (y)
        any and all Taxes of the Company or any Subsidiary for taxable periods
        or portions thereof ending on or before the Closing Date, to the extent
        that such Taxes exceed Taxes which are included as current liabilities
        (excluding any reserve for deferred Taxes established to reflect timing
        differences between book and Tax income) in the Company Audited
        Financial Statements; and (z) any all Taxes imposed upon or assessed
        against Purchaser, the Company or any Subsidiary or their respective
        assets as a result of the transfer of the Purchase Shares.

        9.3     INDEMNIFICATION BY PURCHASER. Purchaser will indemnify and hold
harmless each Seller Group Member from and against and shall pay to the relevant
Seller Group Member the amount of any and all Damages incurred by such Seller
Group Member arising directly or indirectly from or in connection with:

        (a)     any breach or failure by Purchaser to perform any of its
covenants or other obligations in this Agreement; and

        (b)     any breach of any representation or warranty of Purchaser
contained in this Agreement.

        9.4     LIMITATIONS ON INDEMNIFICATION.

        (a)     Notwithstanding the other provisions of this Article IX, no
Purchaser Group Member shall be entitled to be indemnified pursuant to Sections
9.2(a) and 9.2(b)(ii), and no Seller Group Member shall be entitled to be
indemnified pursuant to Sections 9.3(b) unless and until the Damages incurred by
Purchaser Group Members or Seller Group Members, respectively, shall exceed an
aggregate of $500,000 for all claims thereunder (the "Threshold"), and upon
exceeding such aggregate amount, the Purchaser Group Members or Seller Group
Members, respectively, shall be entitled to be indemnified for all Damages
(including all Damages below such amount); provided, however, that Purchaser
Group Members shall be entitled to be indemnified for all Damages on a
dollar-for-dollar basis from the first dollar of Damages, without regard to the
Threshold, incurred as a result of any breach of the representations and
warranties set forth in Sections 2.1, 2.3, 2.6, 3.2, 3.3, 3.5, 3.16, 3.20, 3.21
and 3.27 or with respect to Taxes described in Section 9.2(a)(iii).

                                       47



        (b)     Notwithstanding the other provisions of this Article IX, with
respect to any claim for Damages pursuant to Section 9.2(b), no Seller shall be
liable for a percentage of such Damages in excess of the percentage of the
Purchase Price allocated to such Seller as set forth on Exhibit 1 hereto.

        (c)     The maximum aggregate amount of indemnification pursuant to
Sections 9.2(a), 9.2(b)(ii) or 9.2(b)(iii) that may be received by Purchaser
Group Members shall not exceed the Escrow Amount (the "Cap") and, except as set
forth in the following sentence, the Escrow Amount shall be the sole source of
recourse for indemnification under such Sections. Notwithstanding the preceding
sentence, Purchaser Group Members shall be entitled to be indemnified for all
Damages, without regard to the Cap or the Escrow Amount, incurred as a result of
any breach of the representations and warranties set forth in Sections 2.3, 2.6,
3.5 or 3.27, provided, further, however, that in the event of any breach of
Sections 2.3, 2.6, 3.5 or 3.27, Purchaser Group Members shall seek
indemnification directly from the Sellers (it being understood that with respect
to Sections 3.5 and 3.27, "Sellers" shall be limited to Steven Santo, Camelot
27, LLC, Jeffrey Kirby, John Waters, Kevin McKamey and Andiamo Aviation, LLC
(provided, however, in the event of the dissolution of Andiamo Aviation then
from the shares payable to Alfred Rapetti) only after the entire Escrow Amount
shall have been exhausted, distributed and/or reserved in connection with other
pending claims by Purchaser Group Members.

        9.5     TAX TREATMENT OF INDEMNITY PAYMENTS. It is the intention of the
parties to treat any indemnity payment made under this Agreement as an
adjustment to the Purchase Price for all federal, state, local and foreign Tax
purposes, and the parties agree to file their Tax Returns accordingly.

        9.6     NOTICE OF CLAIMS. Any Purchaser Group Member or Seller Group
Member seeking indemnification hereunder (an "Indemnitee") shall give to the
party or parties obligated to provide indemnification to such Indemnitee (an
"Indemnitor") a notice ("Claim Notice") describing in reasonable detail the
facts giving rise to any claim for indemnification hereunder and shall include
in such Claim Notice (if then known) the amount or the method of computation of
the amount of such claim, and a reference to the provision of this Agreement or
any other agreement, document or instrument executed hereunder or in connection
herewith upon which such claim is based.

        9.7     THIRD PARTY CLAIMS. In the case of any third party Action as to
which indemnification is sought by an Indemnitee, the Indemnitor shall have 20
Business Days after receipt of a Claim Notice to notify the Indemnitee that it
elects to conduct and control such Action. If the Indemnitor elects to conduct
and control such Action, the Indemnitor shall promptly to reimburse the
Indemnitee for the full amount of any Damages resulting from such Action, except
fees and expenses of counsel for the Indemnitee incurred after the assumption of
the conduct and control of such Action by the Indemnitor. If the Indemnitor does
not give the foregoing notice, the Indemnitee shall have the right, at the sole
expense of the Indemnitor, to conduct, control, settle and compromise such
Action, and the Indemnitor shall cooperate with the Indemnitee in connection
therewith, provided, that the Indemnitee shall permit the Indemnitor to
participate in such conduct or settlement through counsel chosen by the
Indemnitor, but the fees and expenses of such counsel shall be borne by the
Indemnitor. If the Indemnitor gives the

                                       48



foregoing notice, subject to the first and second sentences of this Section 9.7,
the Indemnitor shall have the right, at the sole expense of the Indemnitor, to
conduct and control such Action with counsel reasonably acceptable to the
Indemnitee, and the Indemnitee shall cooperate with the Indemnitor in connection
therewith, provided, that (x) the Indemnitor shall permit the Indemnitee to
participate in such conduct or settlement through counsel chosen by the
Indemnitee, but the fees and expenses of such counsel shall be borne by the
Indemnitee, and (y) the Indemnitor may not compromise or settle any such Action
without the consent of the Indemnitee (which consent will not be unreasonably
withheld or delayed) unless (i) there is no finding or admission of any
violation of Law by the Indemnitee or any violation by the Indemnitee of the
rights of any Person and such compromise or settlement will have no effect on
any other claims that may be made against the Indemnitee, (ii) the sole relief
provided is money Damages that are paid in full by the Indemnitor, (iii) the
Indemnitee shall have no liability with respect to any compromise or settlement
and (iv) such settlement includes an unconditional release in favor of the
Indemnitee by the third-party claimant from all liability with respect to such
claim. In the case of any third party Action as to which indemnification is
sought by the Indemnitee which involves a claim for Damages other than solely
for money Damages which could have a continuing effect on the business of the
Indemnitee, the Indemnitee and the Indemnitor shall jointly control the conduct
of such Action. The parties hereto shall use their reasonable best efforts to
minimize any Damages from claims by third parties and shall act in good faith in
responding to, defending against, settling or otherwise dealing with such
claims, notwithstanding any dispute as to liability under this Article IX.

        9.8     EFFECT OF INVESTIGATION. The right to indemnification, payment
of Damages or for other remedies based on any representation, warranty, covenant
or obligation of any Seller contained in or made pursuant to this Agreement
shall not be affected by any investigation conducted with respect to, or any
knowledge acquired (or capable of being acquired) at any time, whether before or
after the execution and delivery of this Agreement or the date the Closing
occurs, with respect to the accuracy of inaccuracy of or compliance with, any
such representation, warranty, covenant or obligation. The waiver of any
condition to the obligation of Purchaser to consummate the transactions
contemplated by this Agreement, where such condition is based on the accuracy of
any representation or warranty, or on the performance of or compliance with any
covenant or obligation, shall not affect the right to indemnification, payment
of Damages, or other remedy based on such representation, warranty, covenant or
obligation.

        9.9     PAYMENT OF INDEMNIFICATION. For the purposes of this Article IX,
the number of shares of Purchaser Common Stock delivered by the Sellers in
satisfaction of any indemnification shall be based on the closing sale price of
Purchaser Common Stock as quoted on the Over-the-Counter Bulletin Board (or on a
national securities market on which Purchaser Common Stock is then quoted for
trading) on the trading day immediately preceding the Closing Date. Subject to
Section 9.4(c), in the event that the entire Escrow Amount shall have been
exhausted, distributed or reserved in connection with indemnification claims or
payments made pursuant to this Article IX, additional indemnification payments,
if any, shall be made with shares of Purchaser Common Stock held by the Sellers
unless the number of shares of Purchaser Common Stock is insufficient to satisfy
any indemnification liability of the Sellers, in which case the balance of such
liability shall be payable in cash. In addition, subject to Section 9.4(c),
Purchaser shall be entitled, if it so elects in its sole discretion, to set off
any claim for Damages

                                       49



under this Article IX against the payments which may become payable to the
Sellers under Section 1.6 or 1.7 or any other sum due under this Agreement from
Purchaser to any Seller (provided that, if Purchaser withholds payment of any
such Damages to set off any pending indemnification claim and it is determined
pursuant to Section 9.2 that the amount withheld exceeds Purchaser's right to
indemnification, Purchaser shall pay to the Sellers a sum equal to the amount of
such excess). Purchaser shall exercise such right of set off by delivering
written notice of such exercise to the Sellers, which notice shall set forth the
amount being set off. Any such set off shall be applied proportionately among
the Sellers.

        9.10    CLAIMS MANAGEMENT. In the event that any Purchaser Group Member
asserts a claim for Damages pursuant to this Article IX against any of the
Sellers following the Closing and in the event that one or more of the Sellers
(or their designees) is an officer or director of Purchaser at the time such
claim is asserted, then Purchaser shall establish a special committee of its
Board of Directors for the purpose of investigating, evaluating and managing all
aspects of such claim on behalf of the Purchaser, including, without limitation,
making all decisions regarding the prosecution, litigation, negotiation and
settlement thereof. Such special committee shall be comprised solely of
directors of the Purchaser other than those Sellers (or Affiliates of such
Sellers) who may have liability in connection with such claim, and such special
committee shall be authorized to retain its own legal and financial advisors in
connection with investigating, evaluating and managing such claim. All costs
incurred by such special committee (including reasonable professional fees and
expenses payable to such special committee's independent financial advisors and
legal counsel) in connection with investigating, evaluating and managing such
claim shall be advanced by the Company and shall be treated as Damages
hereunder.


                                    ARTICLE X.

                                   TERMINATION

        10.1    TERMINATION. This Agreement may be terminated at any time prior
to the Closing Date:

        (a)     by mutual consent of Purchaser and the Sellers; or

        (b)     by Purchaser, if there has been (i) a material breach by any
Seller of his representations and warranties contained in this Agreement or (ii)
a material violation by any Seller of any covenant or agreement contained in
this Agreement, provided, that written notice of such violation or breach shall
have been given to the Sellers, and such violation or breach shall not have been
cured within ten days of receipt of such notice; or

        (c)     the Sellers, if there has been (i) a material breach by
Purchaser of its representations and warranties contained in this Agreement or
(ii) a material violation by Purchaser of any covenant or agreement contained in
this Agreement, provided, that written notice of such violation or breach shall
have been given to Purchaser and such violation or breach shall not have been
cured within ten days of receipt of such notice; or

        (d)     by Purchaser, on the one hand, or the Sellers, on the other
hand, if (i) the Stockholder Approval is not received at the Stockholder Meeting
(or any adjournment thereof) or (ii) the Closing shall not have occurred by
March 2, 2007 (unless the Closing shall have not

                                       50



occurred on or before such date due to a material breach of the representations
and warranties or of a covenant by such party and/or the action or failure to
act of the party seeking to terminate this Agreement).

        10.2    EFFECTS OF TERMINATION. In the event of a termination of this
Agreement pursuant to this Article X (i) all further obligations of the parties
under this Agreement shall terminate, (ii) no party shall have any right under
or in connection with this Agreement or the transactions contemplated hereby
against any other party, and (iii) each party shall bear its own costs and
expenses; provided, however, that the termination of this Agreement under this
Article X shall not relieve any party of liability for any material breach of
this Agreement prior to the date of termination, or constitute a waiver of any
claim with respect thereto.


                                   ARTICLE XI.

                                  MISCELLANEOUS

        11.1    EXPENSES OF THE TRANSACTION. Each of the parties hereto agrees
to pay such party's own fees and expenses in connection with this Agreement and
the transactions contemplated hereby, including, without limitation, legal and
accounting fees and expenses. All such expenses incurred prior to the Closing
Time by the Company or any Subsidiary in connection with the transactions
contemplated hereby shall be for the account of the Sellers, and neither
Purchaser, the Company nor any Subsidiary shall have any liability for such
expenses following the Closing Time, provided, that such expenses will become
the liability of Purchaser in the event of the occurrence of the Closing.

        11.2    NOTICES. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed given or delivered
(i) when delivered personally or by private courier, (ii) when actually
delivered by registered or certified United States mail, return receipt
requested, or (iii) when sent by facsimile transmission (provided, that it is
confirmed by a means specified in clause (i) or (ii)), addressed as follows:

        If to Purchaser to:

        Ardent Acquisition Corp.
        1415 Kellum Place
        Suite 205
        Garden City, NY 11530
        Attention:    Marc H. Klee
        Facsimile:    (516) 739-1034
        Telephone:    (516) 739-1017

        with a copy to:

        Katten Muchin Rosenman LLP
        575 Madison Avenue
        New York, New York  10022
        Attention:  David H. Landau, Esq.
        Facsimile:  (212) 940-8776
        Telephone:  (212) 940-6008

                                       51



        If to the Sellers to:

        Avantair, Inc.
        4311 General Howard Drive
        Clearwater, Florida  33762
        Attention:  Steven Santo
        Facsimile:  (727)539-7007
        Telephone:  (727) 539-0071
        with copies to:

        DLA Piper
        1251 Avenue of the Americas
        New York, NY  10020
        Attention:   Doug Rappaport, Esq.
        Facsimile:   (212)835-6001
        Telephone:   (212)335-4947

        or to such other address as such party may indicate by a notice
        delivered to the other parties hereto.

        11.3    NO MODIFICATION EXCEPT IN WRITING. This Agreement shall not be
changed, modified, or amended except by a writing signed by the party to be
affected by such change, modification or amendment, and this Agreement may not
be discharged except by performance in accordance with its terms or by a writing
signed by the party to which performance is to be rendered. In the event that
the parties contemplate any amendment to this Agreement following the Closing,
Purchaser shall establish a special committee of its Board of Directors for the
purpose of evaluating, negotiating, drafting and executing such amendment,
including, without limitation, making all decisions regarding the terms,
condition and execution thereof on behalf of Purchaser. Such special committee
shall be comprised solely of directors of the Purchaser other than the Sellers
(or Affiliates of the Sellers), and shall be authorized to retain its own legal
and financial advisors in connection with such amendment. All costs incurred by
such special committee (including reasonable professional fees and expenses
payable to such special committee's independent financial advisors and legal
counsel) in connection with such amendment shall be advanced by the Company.

        11.4    ENTIRE AGREEMENT. This Agreement, together with the Schedules,
Appendices and Exhibits hereto, sets forth the entire agreement and
understanding among the parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of every kind
and nature among them with respect to such subject matter.

        11.5    SEVERABILITY. If any provision of this Agreement or the
application of any provision hereof to any person or circumstances is held
invalid, the remainder of this Agreement and the application of such provision
to other persons or circumstances shall not be affected unless the provision
held invalid shall substantially impair the benefits of the remaining portions
of this Agreement.

                                       52



        11.6    ASSIGNMENT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns. The Sellers shall not be
permitted to assign their respective rights, or delegate their respective
duties, under this Agreement without the prior written consent of Purchaser.
Purchaser shall not be permitted to assign its rights, or delegate its duties,
under this Agreement without the prior written consent of Sellers.

        11.7    GOVERNING LAW.

        (a)     This Agreement shall be governed by, and construed in accordance
with, the Laws of the State of New York applicable to contracts made and to be
performed wholly within said State, without giving effect to the conflict of
laws principles thereof.

        (b)     Each of the parties hereto irrevocably and unconditionally
submits to the exclusive jurisdiction of the United States District Court for
the Southern District of New York or, if such court will not accept
jurisdiction, the Supreme Court of the State of New York, New York County or any
court of competent civil jurisdiction sitting in New York County, New York. In
any action, suit or other proceeding, each of the parties hereto irrevocably and
unconditionally waives and agrees not to assert by way of motion, as a defense
or otherwise any claims that it is not subject to the jurisdiction of the above
courts, that such action or suit is brought in an inconvenient forum or that the
venue of such action, suit or other proceeding is improper. Each of the parties
hereto also agrees that any final and unappealable judgment against a party
hereto in connection with any action, suit or other proceeding shall be
conclusive and binding on such party and that such award or judgment may be
enforced in any court of competent jurisdiction, either within or outside of the
United States. A certified or exemplified copy of such award or judgment shall
be conclusive evidence of the fact and amount of such award or judgment.

        (c)     EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO A
JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR
THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT.

        11.8    SPECIFIC PERFORMANCE. The parties agree that if any of the
provisions of this Agreement were not performed by Purchaser, on the one hand,
or the Sellers, on the other hand, in accordance with their specific terms or
were otherwise breached by such parties, irreparable damage would occur, no
adequate remedy at Law would exist and damages would be difficult to determine,
and that the non-breaching party will be entitled to specific performance of the
terms hereof. The parties waive any requirement for the posting of a bond in
connection with any Action seeking specific performance; provided, however, that
nothing herein will affect the right of any of the parties to seek recovery
against any party hereto, at Law, in equity or otherwise, with respect to any
covenants, agreements or obligations to be performed by such party or parties
after the Closing Date.

        11.9    HEADINGS; REFERENCES. The headings appearing in this Agreement
are inserted only as a matter of convenience and for reference and in no way
define, limit or describe the scope and intent of this Agreement or any of the
provisions hereof. Any reference in this

                                       53



Agreement (including in any Exhibit, Appendix or Schedule hereto) to a
"Section," "Article," or "Exhibit" shall mean a Section, Article or Exhibit of
or to this Agreement unless expressly stated otherwise.

        11.10   INTERPRETATION. In this Agreement, (a) words used herein
regardless of the gender specifically used shall be deemed and construed to
include any other gender, masculine, feminine or neuter, as the context shall
require, and (b) all terms defined in the singular shall have the same meanings
when used in the plural and vice versa. Any statute defined or referred to
herein or in any agreement or instrument that is referred to herein means such
statute as from time to time amended, modified or supplemented, including (in
the case of statutes) by succession of comparable successor statutes. References
to a Person are also its predecessors and permitted successors and assigns.

        11.11   THIRD PARTIES. Subject to Section 6.4(d), The provisions of this
Agreement are solely for the benefit of the parties hereto and shall not inure
to the benefit of any third party.

        11.12   COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute a single agreement. The parties
hereto agree that this Agreement or document, certificate or instrument
ancillary hereto may be executed by facsimile transmission and that the
reproduction of signatures by facsimile or similar device shall be treated as
binding as if originals, and each party agrees and undertakes to provide the
other parties with a copy of such Agreement, document, certificate or instrument
bearing original signatures forthwith upon demand by the other parties.

                            [SIGNATURE PAGE FOLLOWS]


                                       54



        IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement on the day and year first above written.





                                    ARDENT ACQUISITION CORP.

                                    /s/ Barry J. Gordon
                                    ---------------------------------------
                                    By: Barry J. Gordon
                                    Title: Chairman and Chief Executive Officer


                                    ANDIAMO AVIATION, LLC

                                    /s/ Alfred Rapetti
                                    ---------------------------------------
                                    By: Alfred Rapetti
                                    Title: Managing Member

                                    /s/ Alfred Rapetti
                                    ---------------------------------------
                                    ALFRED RAPETTI


                                    CAMELOT 27, LLC

                                    /s/ Steven Santo
                                    ---------------------------------------
                                    By: Steven Santo
                                    Title: Member

                                    /s/ Steven Santo
                                    ---------------------------------------
                                    STEVEN SANTO

                                    /s/ Jeffrey Kirby
                                    ---------------------------------------
                                    JEFFREY KIRBY

                                    /s/ John Waters
                                    ---------------------------------------
                                    JOHN WATERS

                                    /s/ Kevin McKamey
                                    ---------------------------------------
                                    KEVIN MCKAMEY



                                   SCHEDULES

                            [Intentionally Omitted]





                                   APPENDIX A

                                   DEFINITIONS

DEFINITIONS. The following terms when used in the Agreement shall have the
respective meanings ascribed to them below:

"2007 EBITDA CALCULATION" has the meaning ascribed to such term in Section
1.6(a).

"2008 EBITDA CALCULATION" has the meaning ascribed to such term in Section
1.6(a).

"ACCOUNTING FIRM" has the meaning ascribed to such term in Section 1.6(d).

"ACCOUNTS RECEIVABLE" means: (i) all trade accounts receivable and other rights
to payment from customers of the Company or any Subsidiary and the full benefit
of all security for such accounts or rights to payment, including all trade
accounts receivable representing amounts receivable in respect of or services
rendered to customers of the Company or any Subsidiary; (ii) all other accounts
or notes receivable of the Company and the Subsidiaries and the full benefit of
all security for such accounts or notes; and (iii) any Action, remedy or other
right related to any of the foregoing.

"ACTION" shall mean any action, suit, claim, litigation, proceeding,
arbitration, audit, assessment, case, examination, executive action, filing,
information request, inquiry, investigation or hearing (whether civil, criminal,
administrative, investigative, or informal) commenced, brought, conducted or
heard by or before, any Governmental Authority.

"AFFILIATE" shall mean, with respect to a specified Person, any other Person
who, directly or indirectly, controls, is controlled by, or is under common
control with such specified Person. As used in this definition, the term
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise.

"AGREEMENT" has the meaning ascribed to such term in the Preamble hereto and
includes this Appendix A and any other Appendices hereto.

"BOOKS AND RECORDS" shall mean all books of account, tax returns and other tax
records, personnel records, historic documents relating to Employee Benefit
Plans, sales and purchase records, production reports and records, and all other
documents, files, correspondence and other information of the Company or any
Subsidiary (whether in written, electronic or other form).

"BUSINESS COMBINATION" shall mean, with respect to any Person, any merger,
consolidation or combination to which such Person is a party, any sale,
dividend, split or other disposition of capital stock or other ownership
interests of such Person, or any sale, dividend or other disposition of any
portion of such Person's assets.

"BUSINESS DAY" shall mean a day (other than a Saturday or Sunday), on which
commercial banks are open for business in New York, New York.

"CAP" has the meaning ascribed to such term in Section 9.4(c).

                                      A-1



"CITIZEN OF THE UNITED STATES" has the meaning set forth in Section 40102(a)(15)
of 49 U.S.C. subtitle VII, as amended.

"CLAIM NOTICE" has the meaning ascribed to such term in Section 9.7.

"CLOSING" has the meaning ascribed to such term in Section 1.1.

"CLOSING CASH STATEMENT" has the meaning ascribed to such term in Section
1.5(a).

"CLOSING DATE" has the meaning ascribed to such term in Section 1.1.

"CLOSING TIME" has the meaning ascribed to such term in Section 1.1.

"CODE" shall mean the Internal Revenue Code of 1986, as amended.

"COMPANY" has the meaning ascribed to such term in the Recitals hereto.

"COMPANY AUDITED FINANCIAL STATEMENTS" has the meaning ascribed to such term in
Section 3.14(a).

"COMPANY COMMON STOCK" shall mean the common stock, $0.01 par value per share,
of the Company.

"COMPANY INTELLECTUAL PROPERTY" has the meaning ascribed to such term in Section
3.11(b).

"COMPANY PROPERTY" has the meaning ascribed to such term in Section 3.8(a).

"COMPANY TAX" means any Tax, if and to the extent that the Company or any
Subsidiary is or may be potentially liable under applicable Law, under Contract
or on any other grounds (including, but not limited to, as a transferee or
successor, under Code Section 6901 or Treasury Regulation Section 1.1502-6, as a
result of any Tax sharing or other agreement, or by operation of Law) for any
such Tax.

"COMPANY TAX RETURN" means any return, election, declaration, report, schedule,
information return, document, information, opinion, statement, or any amendment
to any of the foregoing (including, without limitation, any consolidated,
combined or unitary return) filed or required to be filed with any Governmental
Authority, if, in any manner or to any extent, relating to or inclusive of the
Company, a Subsidiary or any Company Tax.

"CONFIDENTIAL INFORMATION" shall mean trade secrets, confidential or proprietary
information, knowledge, or know-how pertaining primarily to the business of the
Company or any Subsidiary, or any confidential or proprietary information
concerning any supplier or customer of the Company or any Subsidiary, including,
without limitation, customer lists, research and development information and
materials, inventions, formulas, methods, techniques, processes, plans, product
designs, procedures, contracts, financial information and computer models. The
term Confidential Information shall not include (i) information that is
generally available to the public, other than as a result of a disclosure by the
receiving party or its directors, officers, stockholders, partners, Affiliates,
employees, agents or advisors in violation of this Agreement; (ii) information
which, prior to disclosure to the receiving party by or on behalf of the
disclosing

                                      A-2



party, was already in the receiving party's possession on a non-confidential
basis; (iii) information that was developed without the use of Confidential
Information; (iv) information that becomes available to the receiving party on a
non-confidential basis from a source other than the Sellers, the Company or any
Subsidiary or any of their advisors, agents or Affiliates, provided, that such
source is not known by the receiving party to be bound by a confidentiality
agreement with or other obligation of secrecy to the Company or any Subsidiary
or any other party; (v) information which is reasonably necessary for the
purpose of the disclosing party asserting its rights in a dispute among the
parties hereunder; or (vi) information reasonably related to any Tax Returns or
similar matters required to be prepared by the disclosing party or any of their
representatives and filed with any Governmental Authority, PROVIDED, that, with
respect to Confidential Information disclosed as a result of or in connection
with clauses (v) and (vi) herein, the disclosing party shall provide the
non-disclosing party with prompt written notice of such anticipated disclosure
so that the non-disclosing party may seek a protective order or other
appropriate remedy in connection with such disclosure, and if such protective
order or other remedy is not obtained, the disclosing party hereby agrees to
furnish only that portion of the Confidential Information which it is advised by
counsel is legally required and to exercise its reasonable efforts to obtain
assurance that confidential treatment will be accorded to the Confidential
Information .

"CONFIDENTIALITY AGREEMENT" means that certain confidentiality agreement, dated
June 14, 2006, by Purchaser and the Company.

"CONTRACTS" shall mean all legally binding leases, including, without
limitation, Real Property Leases, licenses, contracts, agreements, indentures,
promissory notes, guarantees, subcontracts, arrangements, commitments and
understandings of any kind, whether written or oral, to which the Company or any
Subsidiary is a party or by which the Company or any Subsidiary or any of the
assets of the Company or any Subsidiary may be bound, and all rights arising
under any of them, provided that "Contracts" shall not include any purchase
order (whether with a customer or vendor) or commercial sales agreement arising
in the ordinary course of business.

"DAMAGES" shall mean losses, obligations, liabilities, settlement payments,
awards, judgments, fines, penalties, damages, deficiencies, Taxes and reasonable
expenses and costs, including reasonable attorneys' and auditors' fees (and any
reasonable experts' fees) and court costs, whether or not involving a third
party claim.

"DOJ" has the meaning ascribed to such term in Section 5.10(b).

"DOT" means the Department of Transportation of the United States or any
Governmental Authority succeeding to the functions of such Department of
Transportation.

"EBITDA" has the meaning ascribed to such term in Section 1.6(b)

"EBITDA CALCULATION" has the meaning ascribed to such term in Section 1.6(a)

"EMPLOYEE BENEFIT PLANS" has the meaning ascribed to such term in Section
3.21(a).

"EMPLOYEES" has the meaning ascribed to such term in Section 3.9(c).

                                      A-3



"ENVIRONMENT" shall mean soil, surface waters, ground waters, land, stream,
sediments, surface or subsurface strata and ambient air.

"ENVIRONMENTAL CONDITION" shall mean any condition with respect to the
Environment on, under, about or mitigating from any Facility caused by a release
of Hazardous Substances or violation of Environmental Laws, whether or not yet
discovered, which could or does result in any Damages.

"ENVIRONMENTAL LAWS" shall mean all Laws relating to the pollution of or
protection of the Environment, from contamination by, or relating to injury to,
or the protection of, real or personal property or human health or the
Environment, including, without limitation, all valid and lawful requirements of
courts and other Governmental Authorities pertaining to reporting, licensing,
permitting, investigation, remediation and removal of, emissions, discharges,
releases or threatened releases of Hazardous Substances, chemical substances,
pesticides, petroleum or petroleum products, pollutants, contaminants or
hazardous or toxic substances, materials or wastes, into the Environment, or
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Substances, pollutants,
contaminants or hazardous or toxic substances, materials or wastes, including,
without limitation, the Oil and Pollution Act of 1990, the Comprehensive
Environmental Response, Compensation, and Liability Act (CERCLA) of 1980, and
the Clean Air Act of 1990.

"ENVIRONMENTAL REPORT" shall mean any report, study, assessment, audit, or other
similar document that addresses any issue of actual or potential noncompliance
with, actual or potential liability under or cost arising out of, or actual or
potential impact on business in connection with, any Environmental Law or any
proposed or anticipated change in or addition to any Environmental Law.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute thereto and all final or
temporary regulations promulgated thereunder.

"ESCROW AMOUNT" shall mean 1,750,000 shares of Purchaser Common Stock.

"ESCROW AGENT" shall mean JPMorgan Chase Bank, N.A.

"ESCROW AGREEMENT" has the meaning ascribed to such term in Section 7.14.

"EXCHANGE ACT" shall mean the U.S. Securities Exchange Act of 1934, as amended,
or any successor law, and regulations and rules issued under that Act or any
successor law.

"FAA" shall mean the Federal Aviation Administration of the United States or any
Governmental Authority succeeding to the functions of such Federal Aviation
Administration.

"FAA REGULATIONS" means the Federal Aviation Regulations issued or promulgated
pursuant to Part A of subtitle VII of Title 49, United States Code, from time to
time.

"FACILITY" shall mean any facility that is now or has heretofore been owned,
leased or used by the Company or any Subsidiary.

                                      A-4



"FCPA" has the meaning ascribed to such term in Section 3.19(d).

"FOREIGN AVIATION AUTHORITY" means any relevant foreign Governmental Authority
which is vested with the control and supervision of, or has jurisdiction over,
the operation of civil aircraft or other matters relating to civil aviation.

"FTC" has the meaning ascribed to such term in Section 5.10(b).

"GAAP" shall mean United States generally accepted accounting principles,
consistently applied.

"GOVERNMENTAL AUTHORITY" shall mean:

                (i)     any international, foreign, provincial, United States,
        federal, state, county, municipal or local government or governmental or
        quasi-governmental organization or any component part (including, but
        not limited to, any officer, official, branch, court, arbitration panel,
        agency, department, regulatory body, authority, tribunal, commission,
        instrumentality or agency) of any government or governmental or
        quasi-governmental organization,

                (ii)    any Person with any regulatory power or authority or any
        governmental or quasi-governmental power or authority (including,
        without limitation, any Person with any power or authority to
        administer, assess, audit, calculate, collect, impose, investigate,
        review or otherwise act with respect to any Tax or any Tax-related
        matter), or

                (iii)   any Person acting for or on behalf of any of the
        foregoing.

"GOVERNMENTAL PERMITS" shall mean all licenses, franchises, registrations,
permits, privileges, immunities, approvals and other authorizations from a
Governmental Authority.

"GROUP" has the meaning ascribed to such term in Section 3.21(a).

"HAZARDOUS SUBSTANCE" shall mean any substance whether solid, liquid or gaseous
in nature:

                (i)     the presence of which requires or may hereafter require
        notification, investigation, or remediation under any Environmental Law;

                (ii)    which is or becomes defined as "toxic", a "hazardous
        waste", "hazardous material" or "hazardous substance" or "pollutant" or
        "contaminant" under any present or future Environmental Laws;

                (iii)   which is toxic, explosive, corrosive, flammable,
        infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous
        and is or becomes regulated by any Governmental Authority;

                (iv)    which contains gasoline, diesel fuel or other petroleum
        hydrocarbons or volatile organic compounds;

                                      A-5



                (v)     which contains polychlorinated byphenyls (PCBs) or
        asbestos or urea formaldehyde foam insulation; or

                (vi)    which contains or emits radioactive particles, waves or
        materials, including radon gas.

 "INDEBTEDNESS" of any Person means all obligations of such Person (i) for
borrowed money, or (ii) evidenced by notes, bonds, debentures or similar
instruments, or (iii) for the deferred purchase price of products, goods or
services (other than trade payables or accruals incurred in the ordinary course
of business), or (iv) under capital leases or (v) in the nature of guarantees of
any of the obligations described in clauses (i) through (iv) above of any other
Person.

"INDEMNITEE" has the meaning ascribed to such term in Section 9.6.

"INDEMNITOR" has the meaning ascribed to such term in Section 9.6.

"INTELLECTUAL PROPERTY" has the meaning ascribed to such term in Section
3.11(a).

"INVENTORY" means the consumable inventory of Company and each Subsidiary,
whenever located, including, without limitation, all finished goods, works in
progress, raw materials, spare parts and all other materials and supplies to be
used in or consumed by Company and/or any Subsidiary in the ordinary course of
business.

"KNOWLEDGE" shall mean, with respect to the Sellers, the actual knowledge, after
due inquiry and reasonable investigation, of the Sellers and the officers and
directors of the Company and each Subsidiary.

"LAW" shall mean any constitution, law, treaty, compact, directive, ordinance,
principle of common law, permit, authorization, variance, regulation, rule, or
statute, including, without limitation, all federal, foreign, international,
state, provincial, territorial and local laws related to Taxes, ERISA, Hazardous
Substances and the Environment, zoning and land use, intellectual property,
privacy, occupational safety and health, consumer protection, product quality,
safety, employment and labor matters.

"LICENSED INTELLECTUAL PROPERTY" has the meaning ascribed to such term in
Section 3.11(c).

"LIENS" shall mean all mortgages, charges, pledges, liens, security interests,
conditional sale agreements, encumbrances or similar restrictions.

"MAJOR CUSTOMERS" has the meaning ascribed to such term in Section 3.25.

"MATERIAL ADVERSE EFFECT" shall mean any event, condition or contingency that
has had, or is reasonably likely to have, a material adverse effect on the
business, assets, liabilities, results of operations, condition (financial or
otherwise) or prospects of the Company and the Subsidiaries, taken as a whole,
provided, however, that Material Adverse Effect shall not include any such
effect or change resulting from or arising in connection with changes in general
economic conditions which do not disproportionately affect the Company and/or
the Subsidiaries, taken as a whole.

                                      A-6



"MATERIAL CONTRACT" has the meaning ascribed to such term in Section 3.10.

"NOTICE OF EBITDA DISAGREEMENT" has the meaning ascribed to such term in Section
1.6(c).

"NTSB" means the National Transportation Safety Board of the United States or
any Governmental Authority succeeding to the functions of such National
Transportation Safety Board.

"ORDER" shall mean any award, decision, injunction, decree, stipulation,
determination, writ, judgment, order, ruling, or verdict ordered, issued, made
or rendered by any court, administrative agency or other Governmental Authority.

"PERMITTED LIENS" shall mean Liens (i) for any current taxes or assessments not
yet delinquent or (ii) created by statute of carriers, warehousemen, vendors,
mechanics, laborers or materialmen incurred in the ordinary course of business
for sums not yet due.

"PERSON" shall mean any individual, firm, unincorporated organization,
corporation (including any not-for-profit corporation), general or limited
partnership, limited liability company, cooperative marketing association, joint
venture, estate, trust, association or other entity as well as any syndicate or
group that would be deemed to be a person under Section 13(a)(3) of the Exchange
Act.

"PRE-CLOSING TAX PERIODS" has the meaning ascribed to such term in Section
6.3(a).

"PROXY STATEMENT" has the meaning ascribed to such term in Section 5.6(a).

"PURCHASE PRICE" has the meaning ascribed to such term in Section 1.2.

"PURCHASE SHARES" has the meaning ascribed to such term in the Recitals hereto.

"PURCHASER" has the meaning ascribed to such term in the Preamble hereto.

"PURCHASER CLOSING CASH AMOUNT" has the meaning ascribed to such term in Section
1.5(a).

"PURCHASER COMMON STOCK" shall mean the common stock, par value $0.0001 per
share, of Purchaser.

"PURCHASER GROUP MEMBER" shall mean each of Purchaser, its Affiliates and their
respective directors, officers, employees, agents and attorneys and their
respective successors and assigns.

"PURCHASER INDEMNIFIED PARTY" has the meaning ascribed to such term in Section
6.4(c).

"PURCHASER MATERIAL ADVERSE EFFECT" shall mean any event, condition or
contingency that has had, or is reasonably likely to have, a material adverse
effect on the business, assets, liabilities, results of operations, condition
(financial or otherwise) or prospects of Purchaser, provided, however, that
Purchaser Material Adverse Effect shall not include any such effect or change
resulting from or arising in connection with changes in general economic
conditions which do not disproportionately affect the Purchaser.

"QUALIFIED PLAN" has the meaning ascribed to such term in Section 3.21(d).

                                      A-7



"REAL PROPERTY LEASE" has the meaning ascribed to such term in Section 3.8(a).

"RELATED AGREEMENTS" shall mean the Release, the Employment Agreements, the
Stockholders Agreement and the Escrow Agreement.

"RELEASE" shall have the meaning ascribed to such term in Section 7.9.

"REPRESENTATIVES" shall have the meaning ascribed to such term in Section 5.5.

"SEC" has the meaning ascribed to such term in Section 5.6(a).

"SEC REPORTS" has the meaning ascribed to such term in Section 4.5.

"SECURITIES ACT" means the U.S. Securities Act of 1933 as amended, or any
successor law, and regulations and rules issued under that Act or any successor
law.

"SELLERS" has the meaning ascribed to such term in the Preamble hereto.

"SELLER DISCLOSURE SCHEDULE" shall mean that certain schedule attached hereto as
Appendix B qualifying the representations and warranties contained in Article
III on a clause-by-clause basis in an appropriately cross-referenced manner.

"SELLER GROUP MEMBER" shall mean the Sellers, their respective Affiliates and
their respective agents and attorneys and their respective successors and
assigns.

"STOCK CERTIFICATES" has the meaning ascribed to such term in Section 1.2.

"STOCKHOLDER APPROVAL" has the meaning ascribed to such term in Section 5.6(a).

"STOCKHOLDER MEETING" has the meaning ascribed to such term in Section 5.6(a).

"STRADDLE PERIODS" has the meaning ascribed to such term in Section 6.3(b).

"SUBSIDIARY" has the meaning ascribed to such term in Section 3.2(a).

"TARGET NET PURCHASER CLOSING CASH AMOUNT" has the meaning ascribed to such term
in Section 1.5(b).

 "TAX" means any tax, charge, deficiency, duty, fee, levy, toll or other amount
(including, without limitation, any net income, gross income, profits, gross
receipts, excise, property, sales, ad valorem, withholding, social security,
retirement, excise, employment, unemployment, minimum, alternative, add-on
minimum, estimated, severance, stamp, occupation, environmental, premium,
capital stock, disability, windfall profits, use, service, net worth, payroll,
franchise, license, gains, customs, transfer, recording, registration or other
tax) assessed or otherwise imposed by any Governmental Authority or under
applicable Law, together with any interest, penalties or any other additions or
increases.

"THRESHOLD" has the meaning ascribed to such term in Section 9.4(a).

"WARN" shall mean the Worker Adjustment and Retraining Notification Act of 1988,
as amended.

                                      A-8

EX-2.2

                                                                          EX-2.2

October 2, 2006

Avantair, Inc.
4311 General Howard Drive
Clearwater, Florida  33762
Attention:  Steven Santo

Ardent Acquisition Corp.
1415 Kellum Place
Suite 205
Garden City, NY 11530
Attention:  Barry Gordon

        Re:    Avantair, Inc./Acquisition by Ardent Acquisition Corp.
               ------------------------------------------------------

Gentlemen:

Reference is made to the Stock Purchase  Agreement,  dated October 2, 2006, (the
"Stock Purchase Agreement") between Ardent Acquisition Corp.  ("Ardent") and the
stockholders (the "Seller") of Avantair, Inc. ("Avantair") set forth therein.

Immediately after the execution and delivery of the Stock Purchase  Agreement by
Ardent and the Sellers,  we purchased  shares of Avantair's Class A Common Stock
(the "Common Stock") pursuant to that certain Stock Purchase Agreement, dated as
of  October 2,  2006,  (the  "Class A Purchase  Agreement")  with  Avantair.  In
connection therewith, we hereby agree as follows:

1.      We  acknowledge  that we have  been  provided  with a copy of the  final
        execution version of the Stock Purchase Agreement.

2.      If there is a Closing (as defined in the Stock Purchase Agreement), then
        at the Closing we will sell to Ardent,  and Ardent shall  purchase  from
        us, all shares of Common  Stock  owned  and/or  controlled  by us or our
        affiliates, subsidiaries or parent entities in accordance with the terms
        and  conditions  currently set forth in Article 1 of the Stock  Purchase
        Agreement.

3.      We confirm  that (in respect of us and our shares of Common  Stock) each
        representation  and  warranty  contained  in  Article  II of  the  Stock
        Purchase  Agreement is true and correct as of the date hereof.  Promptly
        after  becoming  aware  of  the  occurrence  of,  or  the  impending  or
        threatened  occurrence of, any event or condition which would constitute
        a breach of any of such  representations  and  warranties,  we will give
        detailed  written  notice  thereof to Ardent and we shall use reasonable
        best  efforts to prevent or promptly to remedy such event,  condition or
        breach.

This agreement  shall not be changed,  modified,  or amended except by a writing
signed by the parties hereto.  This agreement shall be binding upon and inure to
the benefit of the parties




hereto and their respective  heirs,  executors,  administrators,  successors and
permitted assigns, provided, that we agree that shall not be permitted to assign
our respective rights, or delegate their respective duties, under this agreement
without the prior written  consent of Ardent.  This agreement  shall be governed
by,  and  construed  in  accordance  with,  the  laws of the  State  of New York
applicable  to  contracts  made and to be  performed  wholly  within said State,
without giving effect to the conflict of laws  principles  thereof.  Each of the
parties  hereto  irrevocably  and  unconditionally   submits  to  the  exclusive
jurisdiction  of the United States  District Court for the Southern  District of
New York or, if such court will not accept  jurisdiction,  the Supreme  Court of
the  State of New  York,  New  York  County  or any  court  of  competent  civil
jurisdiction  sitting in New York County, New York. The parties agree that if we
do not perform any of the provisions of this agreement in accordance  with their
specific  terms or they were  otherwise  breached by such  parties,  irreparable
damage would occur,  no adequate  remedy at law would exist and damages would be
difficult to determine, and that Ardent will be entitled to specific performance
of the terms hereof. This agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which taken  together shall
constitute a single agreement.

BRMR, LLC

/s/ Barry Rubenstein
- ----------------------
Name: Barry Rubenstein
Title: Chief Executive Officer


Berdan Holdings, LLC

/s/ Daniel Rosenthal
- ----------------------
Name: Daniel Rosenthal
Title: Member


Dalewood Associates, LP

/s/ Steven Levine
- ----------------------
Name: Steven Levine
Title: Director


Craig Effron

/s/ Craig Effron
- ----------------------
Name: Craig Effron
Title: Individual


Gracie Capital, LP

/s/ Daniel Nir
- ----------------------
Name: Daniel Nir
Title: Managing Member


Hummingbird Value Fund LP

/s/ Paul D. Sonkin
- ----------------------
Name: Paul D. Sonkin
Title: Managing Member


Hummingbird Microcap Value Fund, LP

/s/ Paul D. Sonkin
- ----------------------
Name: Paul D. Sonkin
Title: Managing Member



Hummingbird Concentrated Fund, LP

/s/ Paul D. Sonkin
- ----------------------
Name: Paul D. Sonkin
Title: Managing Member


Pleiades Investment Partners-R, LP

/s/ Kenneth Berkow
- ----------------------
Name: Kenneth Berkow
Title: Chief Financial Officer


Potomac Capital Partners, LP

/s/ Kenneth Berkow
- ----------------------
Name: Kenneth Berkow
Title: Chief Financial Officer


Potomac Capital International Ltd

/s/ Kenneth Berkow
- ----------------------
Name: Kenneth Berkow
Title: Chief Financial Officer


Andrew Rosen

/s/ Andrew Rosen
- ----------------------
Name: Andrew Rosen
Title: Individual


Seneca Capital, LP

/s/ Michael R. Anastasio
- ------------------------
Name: Michael R. Anastasio
Title: Chief Financial Officer






ARDENT ACQUISITION CORP.                           AVANTAIR, INC.


/s/ Barry J. Gordon                               /s/ John Waters
- ------------------------------------              ------------------------
Name: Barry J. Gordon                             Name: John Waters
Title: Chairman and Chief Executive Officer       Title: Chief Financial Officer

EX-10.1

                                                                         EX-10.1


                                 AVANTAIR, INC.


                            INVESTOR RIGHTS AGREEMENT


                                 OCTOBER 2, 2006






                                 AVANTAIR, INC.

                            INVESTOR RIGHTS AGREEMENT


        This Investor Rights  Agreement  (this  "AGREEMENT") is made and entered
into as of October 2, 2006 (the "EFFECTIVE DATE") by and among Avantair, Inc., a
Nevada  corporation (the "COMPANY") and the holders of Class A Common Stock (the
"SERIES  A STOCK")  as set  forth on  Exhibit  A hereto  (the  "HOLDERS"  or the
"INVESTORS").

                                    RECITALS

        A.      The Company and the Investors are parties to a Series A Common
Stock Purchase Agreement of even date herewith (the "SERIES A AGREEMENT").

        B.      In order to induce the Investors to enter into the Series A
Agreement and invest funds in the Company pursuant thereto, the Company desires
to enter into this Agreement with the Series A Holders.

        Therefore, the parties agree as follows:

        1.      DEFINITIONS.

                1.1     "ARDENT CLOSING" means, the closing of the transactions
contemplated by the Stock Purchase Agreement by and among the stockholders of
the Company and Ardent Acquisition Corp.

                1.2     "AFFILIATE" means, with respect to any specified
individual or entity, any other individual or entity who or that, directly or
indirectly, controls, is controlled by, or is under common control with such
specified individual or entity, including without limitation any partner,
officer, director, manager or employee of such entity and any venture capital
fund now or hereafter existing that is controlled by or under common control
with one or more general partners or managing members of, or shares the same
management company with, such individual or entity.

                1.3     "COMMON STOCK" means the Class A Common Stock, $0.01 PAR
VALUE,of the Company.

                1.4     "EQUITY SECURITIES" means (i) Common Stock, rights,
options or warrants to purchase Common Stock, (ii) any security other than
Common Stock having voting rights in the election of the Board of Directors or
(iii) any security convertible into or exchangeable for any of the foregoing.

                1.5     "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.

                1.6     "FORM S-3" means such form under the Securities Act as
is in effect on the date hereof or any successor registration form under the
Securities Act subsequently adopted by the SEC (as defined below) which permits
inclusion or incorporation of substantial



information by reference to other documents filed by the Company with the SEC
(as defined below).

                1.7     "HOLDER" means any Investor that holds Registrable
Securities or securities convertible into Registrable Securities or any assignee
of record of such Registrable Securities to whom rights under Section 2 have
been duly assigned in accordance with Section 0 hereof.

                1.8     "REGISTER," "REGISTERED" and "REGISTRATION" refer to a
registration effected by the preparation and filing of a registration statement
in compliance with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement.

                1.9     "REGISTRABLE SECURITIES" means: (a) if the Ardent
Closing does occur (i) any and all shares of common stock of Ardent Acquisition
Corp. issued to Holder in connection with the Ardent Closing and (ii) any shares
of common stock of Ardent Acquisition Corp. issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued
as) a dividend or other distribution with respect to, in exchange for, or in
replacement of, such shares of common stock described in clause (i) and (iii)
any warrants issued to Holders pursuant to Section 2.1(a)(ii) herein and any
shares of common stock of Ardent Acquisition Corp. issued or issuable upon the
exercise of any such warrants; PROVIDED, HOWEVER, that particular shares of any
of the foregoing shall cease to be Registrable Securities once they have been
sold to in any public offering or transferred by the Holder in a transaction in
which its rights under this Agreement are not assigned in accordance with the
provisions of this Agreement and (b) if the Ardent Closing does not occur (i)
any and all shares of Series A Stock or any common stock of the Company issued
or issuable upon conversion of the shares of Series A Stock and (ii) any shares
of common stock issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, in exchange for, or in replacement of, such shares
of common stock described in clause (i); PROVIDED, HOWEVER, that particular
shares of any of the foregoing shall cease to be Registrable Securities once
they have been sold to in any public offering or transferred by the Holder in a
transaction in which its rights under this Agreement are not assigned in
accordance with the provisions of this Agreement

                1.9     "REGISTRABLE SECURITIES THEN OUTSTANDING" means the
number of Registrable Securities which (i) are then issued and outstanding or
(ii) are then issuable pursuant to the exercise or conversion of options,
warrants or convertible securities.

                1.10    "SEC" means the United States Securities and Exchange
Commission.

                1.11    "SECURITIES ACT" means the Securities Act of 1933, as
amended.

        2.      REGISTRATION RIGHTS.

                2.1     MANDATORY SHELF REGISTRATION.

                        (a)     MANDATORY SHELF REGISTRATION IN EVENT OF THE
ARDENT CLOSING. (i) The Company agrees to file with the Commission as soon as
reasonably practicable, but in no event later than sixty (60) days following the
Ardent Closing, a shelf Registration Statement on



Form S-3 or such other form under the Securities Act then available to the
Company providing for the resale pursuant to Rule 415 from time to time by the
Holders of any and all Registrable Shares (including the prospectus, amendments
and supplements to such registration statement or prospectus, including pre- and
post-effective amendments, all exhibits thereto and all material incorporated by
reference or deemed to be incorporated by reference, if any, in such
registration statement, the "Mandatory Shelf Registration Statement"). The
Company shall use its commercially reasonable efforts to cause such Mandatory
Shelf Registration Statement to be declared effective by the Commission as soon
as reasonably practicable following such filing and to keep it current and
effective until no longer necessary pursuant to Section 2.9 hereof. Any
Mandatory Shelf Registration Statement shall provide for the resale from time to
time, and pursuant to any method or combination of methods legally available
(including, without limitation, a direct sale to purchasers, a sale through
brokers or agents, or a sale over the internet) by the Holders of any and all
Registrable Shares. The Company agrees to follow identical registration and
penalty procedures as set forth in this Section 2.1 with respect to any equity
securities of Ardent Acquisition Corp. issued to Holders, or their transferees,
pursuant to Sections 1.6, 1.7 and 1.8 of the Agreement referred to in Section
1.1 herein; provided, however, that the relevant 60 day period will start from
the date of issuance of any equity securities pursuant to such Sections 1.6, 1.7
and 1.8.

                        (ii)    In the event that the Mandatory Shelf
Registration Statement is not filed with the Securities and Exchange Commission
within 60 days after the date of the Ardent Closing , the Company shall cause
Ardent Acquisition Corp. to promptly issue to each Holder warrants to purchase a
number of shares of Ardent Acquisition Corp. common stock , which warrants shall
have an exercise price of $5.00 per share and shall be identical to Ardent
Acquisition Corp.'s currently publicly traded warrants, calculated by (x)
multiplying (a) the aggregate amount invested by such Holder pursuant to the
Series A Agreement by (b) 0.02, and (y) dividing such amount by 5. Each Holder
shall be entitled to such warrants for each consecutive thirty (30) day period
for which the Mandatory Shelf Registration Statement remains not filed with the
Securities and Exchange Commission by Ardent Acquisition Corp. For example , if
a Holder invests $100,000 under the Series A Agreement, such Holder would be
entitled to receive warrants to purchase 400 shares of Ardent Acquisition Corp.
common stock at an exercise price of $5.00 per share on the 60 day anniversary
of the Ardent Closing and on each consecutive 30 day anniversary thereafter
until Ardent Acquisition Corp. files the Mandatory Shelf Registration
Statement..


        (b)     REGISTRATION RIGHTS IF ARDENT CLOSING DOES NOT OCCUR.

                (i)     Request by Holders. If the Company shall receive at any
time after the date hereof, a written request from the Holders of at least fifty
percent (50%) of the then outstanding Registrable Securities (the "INITIATING
HOLDERS") that the Company file a registration statement under the Securities
Act covering the registration of Registrable Securities pursuant to this Section
2.1(b) with an anticipated aggregate offering price of at least $2,500,000 (net
of underwriting discounts and commissions), then the Company shall, within
twenty (20) days after the receipt of such written request, give written notice
of such request (the "REQUEST NOTICE") to all Holders, and use all reasonable
efforts to effect, as soon as practicable, the registration under the Securities
Act of all Registrable Securities which Holders request to be registered and



included in such registration by written notice given by such Holders to the
Company within twenty (20) days after receipt of the Request Notice, subject
only to the limitations of this Section 2. The Company may, if permitted by law,
effect any registration pursuant to this Section 2.1(b) by the filing of a
registration statement on Form S-3.

                (ii)    Underwriting. If the Initiating Holders intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, then they shall so advise the Company as a part of their request
made pursuant to this Section 2.1(b) and the Company shall include such
information in the written notice referred to in subsection Section 2.1(b). In
such event, the right of any Holder to include his, her, or its Registrable
Securities in such registration shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting (unless otherwise mutually agreed by
a majority in interest of the Initiating Holders and such Holder) to the extent
provided herein. All Holders proposing to distribute their securities through
such underwriting shall enter into an underwriting agreement in customary form
with the managing underwriter or underwriters selected for such underwriting by
the Company. Notwithstanding any other provision of this Section 2.1(b), if the
underwriter(s) advise(s) the Company in writing that marketing factors require a
limitation of the number of securities to be underwritten then the Company shall
so advise all Holders of Registrable Securities that would otherwise be
registered and underwritten pursuant hereto, and the number of Registrable
Securities that may be included in the underwriting shall be reduced as required
by the underwriter(s) and allocated among the Holders of Registrable Securities
on a pro rata basis according to the number of Registrable Securities then
outstanding held by each Holder requesting registration (including the
Initiating Holders); provided, however, that the number of shares of Registrable
Securities to be included in such underwriting and registration shall not be
reduced unless all other securities of the Company are first entirely excluded
from the underwriting and registration. Any Registrable Securities excluded and
withdrawn from such underwriting shall be withdrawn from the registration.

                (iii)   Maximum Number of Demand Registrations. The Company is
obligated to effect only two such registration pursuant to Section 2.1(b)(ii).

                (iv)    Deferral. Notwithstanding the foregoing, if the Company
shall furnish to Holders requesting the filing of a registration statement
pursuant to this Section 2.1(b), a certificate signed by the President or Chief
Executive Officer of the Company stating that in the good faith judgment of the
Board of Directors of the Company, it would be detrimental to the Company and
its shareholders for such registration statement to be filed and it is therefore
essential to defer the filing of such registration statement, then the Company
shall have the right to defer such filing for a period of not more than ninety
(90) days after receipt of the request of the Initiating Holders; provided,
however, that the Company may not utilize this right more than once in any
twelve (12) month period.

                (vi)    PIGGYBACK REGISTRATIONS. The Company shall notify all
Holders of Registrable Securities in writing at least thirty (30) days prior to
filing any registration statement under the Securities Act for purposes of
effecting a public offering of securities of the Company (including, but not
limited to, registration statements relating to secondary offerings of
securities of the Company, but excluding registration statements relating to any
employee benefit plan or a corporate reorganization or other transaction covered
by Rule 145 promulgated under



the Securities Act, or a registration on any registration form which does not
permit secondary sales or does not include substantially the same information as
would be required to be included in a registration statement covering the sale
of Registrable Securities) and will afford each such Holder an opportunity to
include in such registration statement all or any part of the Registrable
Securities then held by such Holder. Each Holder desiring to include in any such
registration statement all or any part of the Registrable Securities held by
such Holder shall, within twenty (20) days after receipt of the above-described
notice from the Company, so notify the Company in writing, and in such notice
shall inform the Company of the number of Registrable Securities such Holder
wishes to include in such registration statement. If a Holder decides not to
include all of its Registrable Securities in any registration statement
thereafter filed by the Company, such Holder shall nevertheless continue to have
the right to include any Registrable Securities in any subsequent registration
statement or registration statements as may be filed by the Company with respect
to offerings of its securities, all upon the terms and conditions set forth
herein.

                (vii)   Underwriting. If a registration statement under which
the Company gives notice under this Section 2.1 is for an underwritten offering,
then the Company shall so advise the Holders of Registrable Securities. In such
event, the right of any such Holder's Registrable Securities to be included in a
registration pursuant to this Section 2.1 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their Registrable Securities through such
underwriting shall enter into an underwriting agreement in customary form with
the managing underwriter or underwriter(s) selected for such underwriting.
Notwithstanding any other provision of this Agreement, if the managing
underwriter determine(s) in good faith that marketing factors require a
limitation of the number of shares to be underwritten, then the managing
underwriter(s) may exclude shares (including Registrable Securities) from the
registration and the underwriting, and the number of shares that may be included
in the registration and the underwriting shall be allocated, first, to the
Company, and second to Holders requesting inclusion of their Registrable
Securities in such registration statement on a pro rata basis based on the
number of Registrable Securities each such Holder has requested to be included
in the registration. If any Holder disapproves of the terms of any such
underwriting, such Holder may elect to withdraw therefrom by written notice to
the Company and the underwriter, delivered at least ten (10) business days prior
to the effective date of the registration statement. Any Registrable Securities
excluded or withdrawn from such underwriting shall be excluded and withdrawn
from the registration. For any Holder that is a partnership or corporation, the
partners, retired partners and shareholders of such Holder, or the estates and
family members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing persons shall be deemed to be a single "Holder,"
and any pro rata reduction with respect to such "Holder" shall be based upon the
aggregate amount of shares carrying registration rights owned by all entities
and individuals included in such "Holder," as defined in this sentence.

                (viii)  Form S-3 Registration. In case the Company shall receive
from the Holders of at least twenty percent (20%) of the Registrable Securities
a written request or requests that the Company effect a registration on Form S-3
and any related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, the Company shall:



                        (a) promptly give written notice of the proposed
registration, and any related qualification or compliance, to all other Holders;
and

                        (b) use its best efforts to effect, as soon as
practicable, such registration and all such qualifications and compliances as
may be so requested and as would permit or facilitate the sale and distribution
of all or such portion of such Holders' Registrable Securities as are specified
in such request, together with all or such portion of the Registrable Securities
of any other Holders joining in such request as are specified in a written
request given within sixty (60) days after receipt of such written notice from
the Company, provided, however, that the Company shall not be obligated to
effect any such registration, qualification or compliance, pursuant to this
Section 2.1(b)(viii):

                (i)     if Form S-3 is not available for such offering by the
Holders;

                (ii)    if the Holders, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) at an aggregate
price to the public (net of any underwriters' discounts or commissions) of less
than $2,500,000;

                (iii)   if the Company shall furnish to the Holders a
certificate signed by the Chief Executive Officer or Chairman of the Board of
the Company stating that in the good faith judgment of the Board of Directors of
the Company, it would be seriously detrimental to the Company and its
stockholders for such Form S-3 Registration to be effected at such time, in
which event the Company shall have the right to defer the filing of the Form S-3
registration statement for a period of not more than forty five (45) days after
receipt of the request of the Holder or Holders under this Section 2.1(b)(viii);
provided, however, that the Company shall not utilize this right more than once
in any twelve month period;

                (iv)    in any particular jurisdiction in which the Company
would be required to qualify to do business or to execute a general consent to
service of process in effecting such registration, qualification or compliance.

                        (c)     Subject to the foregoing, the Company shall file
a registration statement covering the Registrable Securities and other
securities so requested to be registered as soon as practicable after receipt of
the request or requests of the Holders.

                                        (ix)    Expenses. All expenses incurred
in connection with a registration pursuant to this Section 2.1, including
without limitation all registration and qualification fees, printers' and
accounting fees, fees and disbursements of counsel for the Company (but
excluding underwriters' discounts and commissions) shall be borne by the
Company. Each Holder participating in a registration pursuant to this Section
2.1 shall bear such Holder's proportionate share (based on the number of shares
sold by such Holder over the total number of shares included in such
registration at the time it goes effective) of all discounts, commissions or
other amounts payable to underwriters or brokers in connection with such
offering.



                2.2     OBLIGATIONS OF THE COMPANY. Whenever required under this
Section 2 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:

                        (a)     prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;

                        (b)     furnish to the selling Holders such number of
copies of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by them that are included in such registration;

                        (c)     use its commercially reasonable efforts to
register and qualify the securities covered by such registration statement under
such other securities or blue sky laws of such states or other jurisdictions as
shall be reasonably requested by the selling Holders, PROVIDED that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in any
such states or jurisdictions;

                        (d)     notify each Holder of Registrable Securities
covered by such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Securities Act of the happening of
any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing;

                        (e)     use commercially reasonable efforts to cause all
such Registrable Securities registered pursuant hereunder to be listed on a
national securities exchange or trading system and ach securities exchange and
trading system (if any) on which similar securities issued by the Company are
then listed;

                        (f)     provide a transfer agent and registrar for all
Registrable Securities registered pursuant to such registration statement and a
CUSIP number for all such Registrable Securities, in each case not later than
the effective date of such registration; and

                        (g)     promptly make available for inspection by the
selling Holders, any attorney or accountant or other agent retained by any such
underwriter or selected by the selling Holders, all financial and other records,
pertinent corporate documents and properties of the Company and cause the
Company's officers, directors, employees and independent accountants to supply
all information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with any such registration statement.

                2.3     FURNISH INFORMATION. It shall be a condition precedent
to the obligations of the Company to take any action pursuant to Section 2.1
hereof that the selling Holders shall furnish to the Company such information
regarding themselves, the Registrable Securities held



by them and the intended method of disposition of such securities as shall be
required to timely effect the registration of their Registrable Securities.

                2.4     EXPENSES. All expenses (other than underwriting
discounts and commissions) incurred in connection with a registration pursuant
to Section 2, including, without limitation, registration, filing and
qualification fees, printers' and accounting fees, fees and disbursements of
counsel for the Company, fees and disbursements of one counsel acting on behalf
of the Holders, shall be borne by the Company.

                2.5     DELAY OF REGISTRATION. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 2.

                2.6     INDEMNIFICATION. In the event any Registrable Securities
are included in a registration statement under Section 2 hereof:

                        (a)     BY THE COMPANY. To the extent permitted by law,
the Company shall indemnify and hold harmless each Holder, the partners,
members, officers and directors of each Holder, legal counsel and accountants
for each Holder, any underwriter (as defined in the Securities Act) for such
Holder and each person, if any, who controls such Holder or underwriter within
the meaning of the Securities Act or the Exchange Act, against any expenses,
losses, claims, damages or liabilities (joint or several) to which they may
become subject under the Securities Act, the Exchange Act or other federal or
state law, insofar as such expenses, losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (each a "VIOLATION"):

                                (i)     any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto;

                                (ii)    the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading; or

                                (iii)   any violation or alleged violation by
the Company of the Securities Act, the Exchange Act, any federal or state
securities law or any rule or regulation promulgated under the Securities Act,
the Exchange Act or any federal or state securities law in connection with the
offering covered by such registration statement;

and the Company shall reimburse each such Holder, partner,  officer or director,
underwriter  or controlling  person for any legal or other  expenses  reasonably
incurred by them, as incurred, in connection with investigating or defending any
such loss,  claim,  damage  liability  or action;  PROVIDED,  HOWEVER,  that the
indemnity  agreement contained in this Section 2.6(a) shall not apply to amounts
paid in settlement of any such expense, loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon actions or omissions made in reliance upon and in
conformity  with  written  information  furnished  by or on



behalf of any such Holder, partner, officer or director, underwriter or
controlling person expressly for use in connection with such registration by
such Holder, partner, officer, director, underwriter or controlling person.

                        (b)     BY SELLING HOLDERS. To the extent permitted by
law, each selling Holder shall indemnify and hold harmless the Company, each of
its directors, each of its officers who have signed the registration statement,
each person, if any, who controls the Company within the meaning of the
Securities Act, legal counsel and accountants for the Company, any underwriter
and any other Holder selling securities under such registration statement or any
of such other Holder's partners, directors or officers or any person who
controls such Holder within the meaning of the Securities Act or the Exchange
Act, against any expenses, losses, claims, damages or liabilities (joint or
several) to which any of the foregoing persons may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
expenses, losses, claims, damages or liabilities (or actions in respect thereto)
arise out of or are based upon any Violation, in each case to the extent (and
only to the extent) that such Violation arises out of or is based on actions or
omissions made in reliance upon and in conformity with written information
furnished by such Holder expressly for use in connection with such registration;
and each such Holder shall reimburse the Company and such other persons for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
PROVIDED, HOWEVER, that the indemnity agreement contained in this Section 2.6(b)
shall not apply to amounts paid in settlement of any such expense, loss, claim,
damage, liability or action if such settlement is effected without the consent
of the Holder, which consent shall not be unreasonably withheld; and PROVIDED
FURTHER, that the total amounts payable in indemnity by a Holder under this
Section 2.6(b) in respect of any Violation shall not exceed the net proceeds
received by such Holder in the registered offering out of which such Violation
arises except in the case of fraud or willful misconduct by such Holder.

                        (c)     NOTICE. Promptly after receipt by an indemnified
party under this Section 2.6 of notice of the commencement of any action
(including any governmental action) for which a party may be entitled to
indemnification hereunder, such indemnified party shall, if a claim in respect
thereof is to be made against any indemnifying party under this Section 2.6,
deliver to the indemnifying party a written notice of the commencement thereof,
and the indemnifying party shall have the right to participate in such action
and, to the extent the indemnifying party so desires, jointly with any other
indemnifying party to which notice has been given, to assume the defense thereof
with counsel mutually satisfactory to the parties; PROVIDED, HOWEVER, that an
indemnified party (together with all other indemnified parties that may be
represented without conflict by one counsel) shall have the right to retain its
own counsel, with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
2.6, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 2.6.



                        (d)     DEFECT ELIMINATED IN FINAL PROSPECTUS. The
foregoing indemnity agreements of the Company and Holders are subject to the
condition that, insofar as they relate to any Violation made in a preliminary
prospectus but eliminated or remedied in the amended prospectus on file with the
SEC at the time the registration statement in question becomes effective or the
amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "FINAL
PROSPECTUS"), such indemnity agreement shall not inure to the benefit of any
indemnified party if a copy of the Final Prospectus was timely furnished to that
indemnified party and was not furnished to the person asserting the expense,
loss, liability, claim or damage at or prior to the time such action is required
by the Securities Act.

                        (e)     CONTRIBUTION. In order to provide for just and
equitable contribution to joint liability under the Securities Act in any case
in which either (i) any party otherwise entitled to indemnification hereunder
makes a claim for indemnification pursuant to this Section 2.6 but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 2.6 provides for indemnification in
such case, or (ii) contribution under the Securities Act may be required on the
part of any party hereto for which indemnification is provided under this
Section 2.6; then, and in each such case, such parties will contribute to the
aggregate expenses, losses, claims, damages or liabilities to which they may be
subject (after contribution from others) in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the indemnified party
in connection with the Violation that resulted in such expense, loss, claim,
damage or liability as well as other equitable considerations. The relative
fault of such parties shall be determined by reference to, among other things,
whether the untrue or allegedly untrue statement of a material fact or the
omission or alleged omission of a material fact relates to information supplied
by the indemnifying party or indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission; PROVIDED, HOWEVER, that, in any such case, (A) no such
Holder will be required to contribute any amount in excess of the net proceeds
from the sale of all such Registrable Securities offered and sold by such Holder
pursuant to such registration statement, and (B) no individual or entity guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any individual or entity
who was not guilty of such fraudulent misrepresentation; and PROVIDED FURTHER,
that in no event shall a Holder's liability pursuant to this Section 2.6(e),
when combined with the amounts paid or payable by such Holder pursuant to
Section 2.6(b), exceed the net proceeds from the offering received by such
Holder, except in the case of willful misconduct or fraud by such Holder.

                        (f)     SURVIVAL. Unless otherwise superseded by an
underwriting agreement entered into in connection with the offering, the
obligations of the Company and Holders under this Section 2.6 shall survive the
completion of any offering of Registrable Securities in a registration under
this Section 2, and otherwise shall survive the termination of this Agreement.

        2.7     RULE 144 REPORTING. With a view to making available the benefits
of certain rules and regulations of the SEC which may at any time permit the
sale of the Registrable



Securities to the public without registration, after such time as a public
market exists for the Common Stock, the Company agrees to:

                        (a)     make and keep public information available, as
those terms are understood and defined in Rule 144 under the Securities Act, at
all times after the effective date of the first registration under the
Securities Act filed by the Company for an offering of its securities to the
general public;

                        (b)     use its commercially reasonable efforts to file
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act (at any time after it has
become subject to such reporting requirements); and

                        (c)     furnish to any Holder, so long as the Holder
owns any Registrable Securities, forthwith upon request (i) a written statement
by the Company as to its compliance with the reporting requirements of said Rule
144 (at any time after ninety (90) days after the effective date of the first
registration statement filed by the Company for an offering of its securities to
the general public), and of the Securities Act and the Exchange Act (at any time
after it has become subject to the reporting requirements of the Exchange Act),
(ii) a copy of the most recent annual or quarterly report of the Company and
(iii) such other reports and documents of the Company as a Holder may reasonably
request in availing itself of any rule or regulation of the Commission allowing
a Holder to sell any such securities without registration (at any time after the
Company has become subject to the reporting requirements of the Exchange Act).

                2.8     "MARKET STAND-OFF" AGREEMENT. If the Ardent Closing does
not occur, Holder hereby agrees that it will not, without the prior written
consent of the managing underwriters, during the period commencing on the
effective date of registration statement relating to any registered public
offering of the Company's Common Stock and ending on the date specified by the
Company and the managing underwriters (such period not to exceed one hundred
eighty (180) days (i) lend, offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right, or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock or (ii) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or other securities, in cash, or otherwise. The foregoing
provisions of this Section 2.8 shall not apply to the sale of any shares to an
underwriter pursuant to an underwriting agreement, and shall be applicable to
the Holders only if all officers and directors and all shareholders individually
owning more than one percent (1%) of the Company's outstanding Common Stock are
subject to the same restrictions. The underwriters in connection with the
offering are intended third-party beneficiaries of this Section 2.8 and shall
have the right, power, and authority to enforce the provisions hereof as though
they were a party hereto. Each Holder further agrees to execute such agreements
as may be reasonably requested by the managing underwriters in the offering that
are consistent with this Section 2.8 or that are necessary to give further
effect thereto. In order to enforce the foregoing covenant, the Company may
impose stop-transfer instructions with respect



to the Registrable Securities of each Holder (and the shares or securities of
every other person subject to the foregoing restriction) until the end of such
period.

                2.9     ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause
the Company to register Registrable Securities pursuant to this Section 2 may be
assigned to a transferee or assignee in connection with any transfer or
assignment of Registrable Securities by the Holder, PROVIDED that (i) such
transfer or assignment may otherwise be effected in accordance with applicable
securities laws, (ii) such transferee or assignee acquires at least 50% of
Registrable Securities held by the Holder, (iii) written notice is promptly
given to the Company and (iv) such transferee or assignee agrees to be bound by
the provisions of this Agreement. The foregoing 50% limitation shall not apply,
however, to transfers or assignments by a Holder to (a) a partner, member or
shareholder of a Holder that is a partnership, limited liability company or
corporation, respectively, (b) a retired partner or member of such partnership
or limited liability company who retires after the date hereof, (c) the estate
of any such partner, member or shareholder or (d) an Affiliate of any such
partnership, limited liability company or corporation, (e) any spouse, parent,
child or sibling of such partner, member or shareholder or of the Holder,
including in-laws and persons related by adoption, or (f) any domestic partner
of such partner, member or shareholder or of the Holder who is covered under an
applicable domestic relations statute, PROVIDED that all such transferees or
assignees agree in writing to appoint a single representative as their
attorney-in-fact for the purpose of exercising any rights, receiving notices, or
taking any action under this Section 2.

                2.10    TERMINATION OF REGISTRATION RIGHTS. The Company's
obligations pursuant to Sections 2 Shall terminate as to any Holder, at such
time following as all Registrable Securities that such Holder holds or has the
right to acquire may immediately be sold in any three-month period without
registration pursuant to Rule 144 under the Securities Act.

        3.      RIGHTS TO PURCHASE ADDITIONAL STOCK.

                3.1     RIGHT OF FIRST OFFER. Subject to the terms of this
Section 3 and subject to the Ardent Closing not occurring by March 31, 2007 and
applicable securities laws, if the Company proposes to offer or sell any Equity
Securities after March 31, 2007, the Company shall give each Investor the right
to purchase such Investors' pro rata share of such Equity Securities, on the
same terms as the Company is willing to sell such Equity Securities to any other
person. An Investor's pro rata share of the Equity Securities shall be equal to
that percentage of the Outstanding Common Equivalents (as defined below) held by
such Investor on the date of the company's written notice referred to in Section
3.2 below. For purposes of this Section 3, the "OUTSTANDING COMMON EQUIVALENTS"
shall mean outstanding shares of Common Stock and all shares of Common Stock
issuable, directly or indirectly, upon exercise or conversion of any outstanding
warrants or options or any other right to acquire any of the foregoing. An
Investor shall be entitled to apportion this right of first offer among itself
and its Affiliates in such proportions as it deems appropriate.

                3.2     NOTICE; EXERCISE OF RIGHT. Prior to any sale or issuance
by the Company of any Equity Securities after March 31, 2007, the Company shall
give notice to each Investor of its intention to sell and issue such Equity
Securities, setting forth the terms under which it proposes to make such sale
(the "OFFER NOTICE"). Within twenty (20) days after receipt of the



Offer Notice, each Investor shall notify the Company whether such Investor
desires to purchase its pro rata share, or any part thereof, of the Equity
Securities so offered. At the expiration of such twenty (20) day period, the
Company shall promptly give notice to each Investor that elects to purchase all
the shares available to it (each, a "FULLY EXERCISING INVESTOR") of any other
Investor's failure to do likewise, specifying the number of additional shares
that are available to the Fully Exercising Investors ("ADDITIONAL SHARES").
During the ten (10) day period commencing after the Company has given such
notice, each Fully Exercising Investor may, by giving notice to the Company,
elect to purchase, in addition to the number of shares specified above, up to
that portion of the Additional Shares which is equal to the proportion that the
Common Equivalents held by such Fully Exercising Investor bears to the Common
Equivalents then held by all Fully Exercising Investors who wish to purchase
such Additional Shares. If an Investor notifies the Company of its desire to
purchase any of the Equity Securities offered by the Company, the closing of the
sale shall occur within sixty (60) days of the date that the Offer Notice is
given or, if later, the closing date for the proposed sale of such Equity
Securities to third parties.

                3.3     PERMITTED SALES. With respect to any Equity Securities
that are not subscribed for by Investors after the end of the thirty (30) day
period specified in Section 3.2, the Company may, during a period of ninety (90)
days following the end of such period, offer and sell such Equity Securities to
other persons upon terms and conditions not less favorable to the Company than
those set forth in the notice to the Investors. In the event the Company has not
entered into a definitive agreement for the sale of the Equity Securities within
said 90 day period, or if such agreement is not consummated within thirty (30)
days after the consummation thereof, the Company shall not thereafter issue or
sell any Equity Securities without first offering such securities to the
Investors pursuant to this Section 3.

                3.4     EXCEPTIONS. The right of first offer contained in this
Section 3 shall not apply to issuances by the Company (i) of shares of Common
Stock issued or issuable to officers, directors or employees of, or consultants
to, the Company pursuant to any stock option plan or agreement or other stock
incentive program or agreement approved by the Board of Directors, (ii) as part
of an acquisition by the Company of all or substantially all of the assets or
shares of another company or entity through a merger, exchange, reorganization
or the like that is approved by the Board of Directors including the vote of at
least one director designated by the Holders (iii) in connection with a joint
venture, strategic investment and/or acquisition of technology or intellectual
property that is approved by the Board of Directors including the vote of at
least one director designated by the Holders, (v) to landlords, equipment
lessors, lenders or other financial institutions in commercial transactions or
arrangements approved by the Board of Directors including the vote of at least
one director designated by the Holders, (vi) directly or indirectly upon
conversion or exercise of shares of convertible securities, options or warrants
that are outstanding as of the date of this Agreement or (vii) in connection
with any stock split, stock dividend, reverse stock split or similar
recapitalization event.

        4.      OTHER COVENANTS OF THE COMPANY AND INVESTORS.

                4.1     BOARD OF DIRECTORS. In the event the Ardent Closing does
not occur by March 31, 2007, the Holders shall have a right to appoint an
individual to the Board of Directors,



whose favorable vote shall be required to approve all material transactions and
transactions with affiliated parties.

                4.2     CONFIDENTIALITY. Each Investor agrees that such Investor
will keep confidential and will not disclose, divulge or use for any purpose
(other than to monitor its investment in the Company) any confidential
information obtained from the Company pursuant to the terms of this Agreement
(including notice of the Company's intention to file a registration statement)
unless such confidential information (a) is known or becomes known to the public
in general (other than as a result of a breach of this Section 4.2 by such
Investor), (b) is or has been independently developed or conceived by the
Investor without use of the Company's confidential information, or (c) is or has
been made known or disclosed to the Investor by a third party without a breach
of any obligation of confidentiality such third party may have to the Company;
PROVIDED, HOWEVER, that an Investor may disclose confidential information (i) to
its attorneys, accountants, consultants, and other professionals to the extent
necessary to obtain their services in connection with monitoring its investment
in the Company, (ii) to any prospective purchaser of any Registrable Securities
from such Investor, if such prospective purchaser agrees to be bound by the
provisions of this Section 4.2, (iii) to any Affiliate, partner, member,
stockholder, or wholly owned subsidiary of such Investor in the ordinary course
of business, provided that such Investor informs such Person that such
information is confidential and directs such Person to maintain the
confidentiality of such information, or (iv) as may otherwise be required by
law, provided that the Investor promptly notifies the Company of such disclosure
and takes reasonable steps to minimize the extent of any such required
disclosure.

                4.3     CO-SALE RIGHTS.

                        (a)     In the event that the Ardent Closing does not
occur by March 31, 2007, then if any of Steve Santo, John Waters, Jeff Kirby and
Kevin McKamey seek to transfer any equity securities ("Applicable Equity
Security") of the Company (each a "Transferring Holder"), such Transferring
Holder shall notify each Holder (though for such purposes of this Section 4.3
"Holder" shall not include any of Messrs. Santo, Kirby, Waters and McKamey) of
the proposed transfer and the terms and conditions of such transfer (the
"Transfer Notice"). Each Holders shall then be able to exercise their right of
co-sale with respect to the proposed Transfer. Each Holder shall notify the
Transferring Holder in writing within thirty (30) days after receipt of the
Transfer Notice. Each Holder shall have the right to participate in such sale of
Applicable Equity Securities on the same terms and conditions as specified in
the Transfer Notice. Such Selling Holder's notice to the Transferring Holder
shall indicate the number of shares of Applicable Equity Securities the Selling
Holder wishes to sell under his, her or its right to participate. To the extent
one or more of the Holders exercise such right of participation in accordance
with the terms and conditions set forth below, the number of shares of
Applicable Equity Securities that the Transferring Holder may sell in the
Transfer shall be correspondingly reduced.

                        (b)     Each Selling Holder may sell all or any part of
that number of shares of Applicable Equity Securities equal to the product
obtained by multiplying (i) the aggregate number of shares of Applicable Equity
Securities covered by the Transfer Notice by (ii) a fraction, the numerator of
which is the number of shares of Applicable Equity Securities owned by the
Selling Holder on the date of the Transfer Notice and the denominator of which
is



the total number of shares of Applicable Equity Securities owned by the
Transferring Holder and all of the Selling Holders on the date of the Transfer
Notice.

                        (c)     Each Selling Holder shall effect its
participation in the sale by promptly delivering to the Transferring Holder for
transfer to the prospective purchaser one or more certificates, properly
endorsed for transfer, which represent the number of shares of Applicable Equity
Securities which such Selling Holder elects to sell.

                        (d)     The stock certificate or certificates that the
Selling Holder delivers to the Transferring Holder pursuant to Section 4.4(c)
shall be transferred to the prospective purchaser in consummation of the sale of
the Applicable Equity Securities pursuant to the terms and conditions specified
in the Transfer Notice, and the Transferring Holder shall concurrently therewith
remit to such Selling Holder that portion of the sale proceeds to which such
Selling Holder is entitled by reason of its participation in such sale. To the
extent that any prospective purchaser or purchasers prohibits such assignment or
otherwise refuses to purchase shares or other securities from a Selling Holder
exercising its rights of co-sale hereunder, the Transferring Holder shall not
sell to such prospective purchaser or purchasers any Applicable Equity
Securities unless and until, simultaneously with such sale, the Transferring
Holder shall purchase such shares or other securities from such Selling Holder
for the same consideration and on the same terms and conditions as the proposed
transfer described in the Transfer Notice.

                        (e)     No Selling Holder shall be required in
connection with any such transaction to make any representation, warranty or
covenant other than a representation as to its power and authority to effect
such transfer and as to its title to the securities to be transferred by it.

                4.4     Non-Exercise of Rights. To the extent no co-sale rights
have been exercised pursuant to Section 4.4 within the applicable time periods,
the Transferring Holder shall have a period of thirty (30) days from the
expiration of such rights in which to sell such Equity Securities upon terms and
conditions (including the purchase price) no more favorable to the Transferring
Holder than those specified in the Transfer Notice to the third-party
transferee(s) identified in the Transfer Notice. In the event the Transferring
Holder does not consummate the sale or disposition of the Equity Securities
subject to the proposed Transfer within the thirty (30) day period from the
expiration of these rights, co-sale rights set forth herein shall continue to be
applicable to any subsequent disposition of the Equity Securities subject to the
proposed Transfer by the Transferring Holder until such right lapses in
accordance with the terms of this Agreement. Furthermore, the exercise or
non-exercise of the rights of the Company and the Holders under this Section 4.4
to purchase Equity Securities from the Transferring Holder or participate in
sales of Equity Securities by the Transferring Holder shall not adversely affect
their rights to make subsequent purchases from any Transferring Holder of Equity
Securities or subsequently participate in sales of Equity Securities by any
Transferring Holder.

        5.      MISCELLANEOUS.

                5.1     NOTICES. Any notice, request or other communication
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered personally, by facsimile when receipt is
electronically confirmed, one business day after delivery



to a nationally recognized courier service that promises overnight delivery, or
otherwise upon receipt, addressed (i) if to Investor, at the address set forth
below Investor's name on Exhibit A, and (ii) if to the Company, at the address
set forth below:

                                 AVANTAIR, INC.
                                 4311 GENERAL HOWARD DRIVE
                                 CLEARWATER, FLORIDA 33762
                                 FAX: (727)539-7007
                                 ATTN: STEVE SANTO

                                 with a copy to:

                                 DLA PIPER US LLP
                                 1251 AVENUE OF THE AMERICAS
                                 FAX: (212)835-6001
                                 ATTN: DOUGLAS RAPPAPORT

        Any party hereto may, by ten (10) days' prior notice so given, change
its address for future notices hereunder.

                5.2     SUCCESSORS AND ASSIGNS. Each Investor agrees that it may
not assign any of its rights or obligations hereunder unless such rights and
obligations are assigned by such Investor to (i) an individual or entity to
which Registrable Securities are transferred by such Investor pursuant to
Section 0 and (ii) with respect to the right of first offer set forth in Section
3, to another Investor or an Affiliate of the Investor, and, in each case, such
assignee shall be deemed an "Investor" for purposes of this Agreement, PROVIDED
that such assignment shall be contingent upon the assignee providing a written
instrument to the Company notifying the Company of such assignment and agreeing
in writing to be bound by the terms of this Agreement. Except as otherwise
provided herein, the provisions of this Agreement shall inure to the benefit of,
and shall be binding upon, the successors and permitted assigns of the parties
hereto.

                5.3     AMENDMENTS AND WAIVERS. Any provision of this Agreement
may be amended and the observance thereof may be waived, either generally or in
a particular instance and either retroactively or prospectively, only with the
written consent of the Company and the holders of a majority of the Registrable
Securities; PROVIDED, HOWEVER, that this Agreement may not be amended and the
observance of any term hereof may not be waived with respect to any Investor
without the written consent of such Investor unless such amendment or waiver
applies to all Investors in the same fashion (it being agreed that a waiver of
the provisions of Section 3 with respect to a particular transaction shall be
deemed to apply to all Investors in the same fashion if such waiver does so by
its terms, notwithstanding the fact that certain Investors may nonetheless, by
agreement with the Company, purchase securities in such transaction). The
Company shall give prompt notice of any amendment hereof or waiver hereunder to
any party hereto that did not consent in writing to such amendment or waiver.
Any amendment or waiver effected in accordance with this Section 5.3 shall be
binding upon each Investor, each permitted successor or assignee of such
Investor and the Company.



                5.4     ENTIRE AGREEMENT. This Agreement, together with all the
exhibits hereto, constitutes and contains the entire agreement and understanding
of the parties with respect to the subject matter hereof and supersedes any and
all prior negotiations, correspondence, agreements, understandings, duties or
obligations between the parties with respect to the subject matter hereof.

                5.5     GOVERNING LAW. This Agreement shall be governed by and
construed exclusively in accordance with the internal laws of the State of New
York as applied to agreements among New York residents entered into and to be
performed entirely within New York.

                5.6     SEVERABILITY. If any provision of this Agreement is held
to be unenforceable under applicable law, then such provision shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.

                5.7     DELAYS OR OMISSIONS. No delay or omission to exercise
any right, power or remedy accruing to any party under Agreement upon any breach
or default of any other party under this Agreement shall impair any such right,
power or remedy of the nonbreaching or nondefaulting party, nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default theretofore or thereafter
occurring, nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default therefore or thereafter occurring. All
remedies, either under this Agreement or by law or otherwise afforded to any
Holder, shall be cumulative and not alternative.

                5.8     CAPTIONS. The captions to sections of this Agreement
have been inserted for identification and reference purposes only and shall not
be used to construe or interpret this Agreement.

                5.9     COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                5.10    COSTS AND ATTORNEYS' FEES. In the event that any action,
suit or other proceeding is instituted concerning or arising out of this
Agreement or any transaction contemplated hereunder, the prevailing party shall
recover all of such party's costs and attorneys' fees incurred in each such
action, suit or other proceeding, including any and all appeals or petitions
therefrom.

                5.11    ADJUSTMENTS FOR RECAPITALIZATION EVENTS. Wherever in
this Agreement there is a reference to a specific number of shares of Common
Stock of the Company or a specific dollar amount per share, then, upon the
occurrence of any stock split, stock dividend, reverse stock split or similar
recapitalization event affecting such shares, the specific number of shares or
dollar amount so referenced in this Agreement shall automatically be
proportionally adjusted to reflect the effect on the outstanding shares of such
class or series of stock of such recapitalization event.



                5.12    AGGREGATION OF STOCK. All shares held or acquired by
Affiliates shall be aggregated together for the purpose of determining the
availability of any rights under this Agreement.



        IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the date and year first above written.

                                           COMPANY:

                                           AVANTAIR, INC.


                                           By: /s/ John Waters
                                               ---------------------------------
                                               John Waters
                                               Chief Financial Officer




                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:

                                           BRMR, LLC
                                           -------------------------------------
                                           (Print Name of Entity)
- ---------------------------------
(Signature)

Name:                                      By:/s/ Barry Rubenstein
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name: Barry Rubenstein
                                                 -------------------------------

                                           Title: Chief Executive Officer
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

BRMR, LLC                                                179,856

68 Wheatley Road

Brookville, NY 11545



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:

                                           Berdan Holdings, LLC
                                           -------------------------------------
                                           (Print Name of Entity)
- ---------------------------------
(Signature)

Name:                                      By:/s/ Daniel Rosenthal
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name: Daniel Rosenthal
                                                 -------------------------------

                                           Title: Member
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Berdan Holdings, LLC                                     110,000

501 Spectrum Circle

Oxnard, CA 93030



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:

                                           Dalewood Associates, LP
                                           -------------------------------------
                                           (Print Name of Entity)
- ---------------------------------
(Signature)

Name:                                      By:/s/ Steven Levine
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name: Steven Levine
                                                 -------------------------------

                                           Title: Managing Director
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Dalewood Associates, LP                                  321,655

275 Madison Avenue

New York, NY 10016



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:


                                           -------------------------------------
/s/ Craig Effron                           (Print Name of Entity)
- ---------------------------------
(Signature)

Name: Craig Effron                         By:
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name:
                                                 -------------------------------

                                           Title:
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Craig Effron                                             89,928

C/O Scoggin Capital

660 Madison Avenue

New York, NY 10021




                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:

                                           Gracie Capital, LP
                                           -------------------------------------
                                           (Print Name of Entity)
- ---------------------------------
(Signature)

Name:                                      By:/s/ Daniel Nir
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name: Daniel Nir
                                                 -------------------------------

                                           Title: Managing Member
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Gracie Capital LP                                        179,856

590 Madison Avenue

28th Floor

New York, NY 10022



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:

                                           Hummingbird Microcap Value Fund LP
                                           -------------------------------------
                                           (Print Name of Entity)
- ---------------------------------
(Signature)

Name:                                      By:/s/ Paul D. Sonkin
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name: Paul D. Sonkin
                                                 -------------------------------

                                           Title: Managing Member
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Hummingbird Microcap Value Fund LP                       179,856

460 Park Avenue - 12th F

New York, NY 10017



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:

                                           Hummingbird Value Fund LP
                                           -------------------------------------
                                           (Print Name of Entity)
- ---------------------------------
(Signature)

Name:                                      By:/s/ Paul D. Sonkin
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name: Paul D. Sonkin
                                                 -------------------------------

                                           Title: Managing Member
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Hummingbird Value Fund LP                                179,856

460 Park Avenue - 12th F

New York, NY 10017



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:

                                           Hummingbird Concentrated Fund, LP
                                           -------------------------------------
                                           (Print Name of Entity)
- ---------------------------------
(Signature)

Name:                                      By:/s/ Paul D. Sonkin
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name: Paul D. Sonkin
                                                 -------------------------------

                                           Title: Managing Member
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Hummingbird Concentrated Fund, LP                       359,713

460 Park Avenue - 12th F

New York, NY 10017



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:

                                           Potomac Capital Partners, LP
                                           -------------------------------------
                                           (Print Name of Entity)
- ---------------------------------
(Signature)

Name:                                      By:/s/ Kenneth Berkow
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name: Kenneth Berkow
                                                 -------------------------------

                                           Title: Chief Financial Officer
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Potomac Capital Partners LP                              274,382

C/O Potomac Capital Management

825 Third Avenue, 33rd Floor

New York, NY 10022



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:

                                           Potomac Capital International Ltd.
                                           -------------------------------------
                                           (Print Name of Entity)
- ---------------------------------
(Signature)

Name:                                      By:/s/ Kenneth Berkow
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name: Kenneth Berkow
                                                 -------------------------------

                                           Title: Chief Financial Officer
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Potomac Capital International Ltd.                       178,551

C/O Potomac Capital Management

825 Third Avenue, 33rd Floor

New York, NY 10022



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:

                                           Pleiades Investment Partners-R, LP
                                           -------------------------------------
                                           (Print Name of Entity)
- ---------------------------------
(Signature)

Name:                                      By:/s/ Kenneth Berkow
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name: Kenneth Berkow
                                                 -------------------------------

                                           Title: Chief Financial Officer
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Pleiades Investment Partners-R, LP                       194,549

C/O Potomac Capital Management

825 Third Avenue, 33rd Floor

New York, NY 10022



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:


                                           -------------------------------------
/s/ Andrew Rosen                           (Print Name of Entity)
- ---------------------------------
(Signature)

Name: Andrew Rosen                         By:
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name:
                                                 -------------------------------

                                           Title:
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Andrew Rosen                                              89,928

C/O Theory

1114 Avenue of Americas

40th Floor

New York, NY 10036



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:

                                           Seneca Capital, LP
                                           -------------------------------------
                                           (Print Name of Entity)
- ---------------------------------
(Signature)

Name:                                      By:/s/ Michael R. Anastasio
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name:  Michael R. Anastasio
                                                 -------------------------------

                                           Title: Chief Financial Officer
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Seneca Capital, LP                                       179,856

590 Madison Avenue

New York, NY 10022



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:


                                           -------------------------------------
/s/ Steven Santo                           (Print Name of Entity)
- ---------------------------------
(Signature)

Name: Steven Santo                         By:
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name:
                                                 -------------------------------

                                           Title:
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Steven Santo                                             178,738

C/O Avantair, Inc.

4311 General Howard Drive

Clearwater, Florida  33762



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:


                                           -------------------------------------
/s/ Jeff Kirby                             (Print Name of Entity)
- ---------------------------------
(Signature)

Name: Jeff Kirby                           By:
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name:
                                                 -------------------------------

                                           Title:
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Jeff Kirby                                               178,738

C/O Avantair, Inc.

4311 General Howard Drive

Clearwater, Florida  33762



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:


                                           -------------------------------------
/s/ John Waters                            (Print Name of Entity)
- ---------------------------------
(Signature)

Name: John Waters                          By:
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name:
                                                 -------------------------------

                                           Title:
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

John Waters                                              178,738

C/O Avantair, Inc.

4311 General Howard Drive

Clearwater, Florida  33762



                     COUNTERPART SIGNATURE PAGE TO AVANTAIR
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INDIVIDUAL INVESTOR:                       ENTITY INVESTOR:


                                           -------------------------------------
/s/ Kevin McKamey                          (Print Name of Entity)
- ---------------------------------
(Signature)

Name: Kevin McKamey                        By:
     ----------------------------             ----------------------------------
                                                        (Signature)

                                           Name:
                                                 -------------------------------

                                           Title:
                                                  ------------------------------

                                    EXHIBIT A

                                    INVESTORS


                                            No. of Shares of Series A Common
      Name and Address Investor                     Stock Purchased
- --------------------------------------   ---------------------------------------

Kevin McKamey                                            178,738

C/O Avantair, Inc.

4311 General Howard Drive

Clearwater, Florida  33762

EX-10.2

                                                                         EX-10.2

                                 LOAN AGREEMENT

        This LOAN AGREEMENT ("Agreement"), is entered into as of October 2,
2006, by and among AVANTAIR, INC. ("Avantair"), a Nevada corporation, CNM, INC
("CNM"), a Nevada corporation and ARDENT ACQUISITION CORP, a Delaware
corporation, ("Ardent").

                                 R E C I T A L S
                                 ---------------

A.      Avantair and CNM entered into that certain Secured Revolving Line of
        Credit Note dated March 22, 2005 ("Original Note"), Revolving Credit
        Agreement dated May 31, 2005 ("Revolving Credit Agreement"), General
        Security Agreement dated July 30, 2003 and Amended and Restated Security
        Agreement dated June 20, 2005 (collectively "Original Security
        Agreement") whereby CNM agreed to loan and advance certain monies to
        Avantair upon terms and conditions as set forth in the Revolving Credit
        Agreement for a total amount of FORTY MILLION DOLLARS ($40,000,000.00).

B.      Under the terms of the Revolving Credit Agreement, Avantair was
        permitted to withdraw monies only upon certain conditions and
        requirements and the consent of CNM as set forth in the Revolving Credit
        Agreement.

C.      Avantair is in need of funds in an amount equal to the balance of funds
        under the Revolving Credit Agreement in the amount of SEVEN MILLION SIX
        HUNDRED THOUSAND DOLLARS ($7,600,000.00), in order to acquire and pay
        outstanding balances owed to Piaggio America with respect to its
        purchase of two (2) Piaggio America aircraft in the amount of FOUR
        MILLION EIGHT HUNDRED NINETY THOUSAND AND TWO HUNDRED THIRTY SEVEN
        DOLLARS ($4,890,237.00) each, for a total of NINE MILLION SEVEN HUNDRED
        EIGHTY THOUSAND FOUR HUNDRED SEVENTY FOUR DOLLARS ($9,780,474.00).

D.      The remaining available credit under the Revolving Credit Agreement is
        SEVEN MILLION SIX HUNDRED THOUSAND DOLLARS ($7,600,000.00), however, the
        Note has matured and Avantair cannot meet certain conditions and
        requirements of the Revolving Credit Agreement to draw down any
        additional funds, but CNM is agreeable to providing a new secured loan
        to Avantair on certain new terms and conditions.

        NOW, THEREFORE, in consideration of the mutual covenants, promises and
agreements contained herein and for other good and valuable consideration, and
based upon the terms and conditions as set forth in this Agreement, the parties
hereto, intending to be legally bound hereby, agree as follows:

        1.      LOAN  AMOUNT.  Avantair  and  CNM  agree  that,  subject  to the
remaining

                                 LOAN AGREEMENT
                                     PAGE 1



terms  and  conditions  of this  Agreement,  that CNM  shall  loan to
Avantair the sum of SEVEN MILLION SIX HUNDRED THOUSAND  DOLLARS  ($7,600,000.00)
("Loan") on or before 11:59 p.m.  Pacific  Daylight  Time,  October 2, 2006,
payable as provided hereafter.

        2.      CONDITIONS.  The  parties  hereto  agree  that the Loan shall be
permitted,  funded and occur only upon the following  conditions first being met
by Avantair and verified by CNM by the Closing Date as defined below:

                a.      Avantair  and  Ardent  shall  enter  into and  execute a
                        Definitive  Stock Purchase  Agreement  ("Stock  Purchase
                        Agreement")  and  provide  proof  of same to CNM and CNM
                        must  approve the Stock  Purchase  Agreement in its sole
                        and  absolute  discretion,  on  or  before  11:59  p.m.,
                        Pacific  Daylight  Time  October 2,  2006  ("Closing
                        Date");

                b.      Avantair  shall  obtain,  close  and fund on its  Equity
                        Financing  with respect to the equity of Avantair in the
                        amount of SEVEN  MILLION FIVE HUNDRED  THOUSAND  DOLLARS
                        ($7,500,000.00)  ("Equity  Amount") and provide proof of
                        same to CNM on or before the Closing Date;

                c.      Avantair  shall first  deliver and provide proof of same
                        to CNM on or before the  Closing  Date,  to Wells  Fargo
                        Bank in Reno, Nevada,  attention Janet Mello, the Equity
                        Amount to be held in trust in a  designated  Wells Fargo
                        Bank  escrow  account  (`Escrow  Account").  The  Equity
                        Amount  shall be  administered  and  disbursed  by Janet
                        Mellow of Wells Fargo Bank  pursuant  to  specific  wire
                        instructions of Avantair  received and approved prior to
                        the  Closing  Date by CNM in  writing.  Pursuant to said
                        wire  instructions  The sum of TWO  MILLION  ONE HUNDRED
                        EIGHTY  THOUSAND  FOUR  HUNDRED AND SEVENTY FOUR DOLLARS
                        ($2,180,474.00)  of the Equity Amount shall be wired, by
                        Janet Mellow from the Escrow Account directly to Piaggio
                        America to be applied to the outstanding  balance of the
                        amounts  due  and  owing  for  the  purchase  of two (2)
                        Piaggio America  aircraft,  with serial numbers 1109 and
                        1111 ("Aircraft").  In addition, from said Equity Amount
                        in the Escrow  Account,  Avantair  shall  authorize  and
                        direct Janet Mellow and Wells Fargo Bank pursuant to the
                        approved wire  instructions  to wire to CNM's account at
                        Wells  Fargo  Bank  Reno,  Nevada  such  amounts  as are
                        necessary  to pay for all  legal  fees and  costs of CNM
                        incurred in connection with the negotiation, preparation
                        of the documentation and execution of the Loan.

                d.      The Loan shall be secured by all of  Avantair's  assets,
                        including

                                 LOAN AGREEMENT
                                     PAGE 2



                        those identified in the Original  Security  Agreement to
                        the  satisfaction  of CNM  ("Collateral").  Prior to the
                        Closing Date  Avantair  shall execute and deliver to CNM
                        any and all documents, including new Security Agreements
                        and UCC Financing  Statements and filings,  necessary to
                        perfect  or  secure  CNM's  Loan  and  the   Collateral,
                        including  that  property as  identified in the Original
                        Security Agreement  ("Security  Agreement") and Avantair
                        shall also have  executed and  delivered to CNM prior to
                        the Closing  Date the  original of a Secured  Promissory
                        Note for the Loan ("Promissory Note").

                e.      Only upon  satisfaction  of the  conditions  in Sections
                        2(a)-(d)  and  receipt by CNM of proper  title  transfer
                        documentation  and  evidence  of amounts  owing  Piaggio
                        America, will the Loan proceeds be disbursed and paid by
                        CNM  directly to Piaggio  America for the balance of the
                        purchase  price of the Aircraft.  If all  conditions are
                        not met to the  satisfaction  of CNM,  in its  sole  and
                        absolute discretion, then this Agreement shall terminate
                        and CNM shall have no further  obligation  or  liability
                        with respect to this Agreement and the Loan.



        3.      APPLICATION AND PAYMENT OF LOAN AMOUNT. Should all conditions as
set forth in  Paragraph 2 be  satisfied,  and proof of same  provided to CNM and
confirmed  by Janet  Mellow at Wells Fargo  Bank,  then CNM shall  direct  Janet
Mellow of Wells Fargo Bank to wire the sum of SEVEN MILLION SIX HUNDRED THOUSAND
DOLLARS  ($7,600,000.00)  from CNM's  Wells  Fargo Bank  Account,  Reno,  Nevada
immediately  to Piaggio  America for the purchase and payment of the balance due
and owing on the Aircraft,  pursuant to wire instructions prepared and submitted
by CNM to Avantair and Wells Fargo Bank prior to the Closing Date.

        4.      REMAINDER  OF EQUITY  AMOUNT.  Avantair,  after first paying the
amounts as set forth above in Section 2 (c) for the  purchase  of the  Aircraft,
shall be  permitted  to direct  Janet  Mellow  Wells Fargo Bank to transfer  the
balance of the Equity Amount to Avantair's  Trade Account at Wells Fargo Bank to
apply to and repay  existing  and  outstanding  corporate  payables and debts of
Avantair to only those creditors and in those amounts as set forth in Schedule 1
attached hereto and incorporated herein.

        5.      AFFIRMATION OF REVOLVING CREDIT  AGREEMENT.  Avantair  expressly
affirms the validity and  enforceability  of its debts and obligations under the
Revolving Credit Agreement, Original Note and Original Security Agreement.

        6.      LOAN TERMS.  The Loan shall be evidenced  by a Promissory  Note,

                                 LOAN AGREEMENT
                                     PAGE 3



Security Agreement and UCC Financing Statement,  executed by Avantair.  The Loan
shall be secured  by all assets of  Avantair  and shall give  priority  over all
other  creditors to the fullest  extent  permitted by law. The Loan shall accrue
interest at the rate of Fifteen Percent (15%) per annum on the unpaid  principal
amount  until paid in full,  with the entire  principal  balance  amount and any
accrued  interest thereon being due and payable in full on May 31, 2007 or seven
(7) days after the closing of  Avantair's  merger with Ardent,  as defined under
the Stock Purchase Agreement, whichever is the earlier to occur.

        7.      REPAYMENT  OBLIGATIONS.  The parties agree that within Seven (7)
days  following  the closing of the  transactions  contemplated  under the Stock
Purchase  Agreement,  Avantair,  or its  successor  Ardent,  shall pay to CNM an
amount  sufficient  to first pay the Loan in full and to then reduce the balance
due and owing under the Original  Note and  Revolving  Credit  Agreement and all
other debts and  obligations  of Avantair  otherwise  previously  loaned  and/or
guaranteed by CNM and/or its officers, directors,  shareholders,  affiliates and
subsidiaries,  and  specifically  including all such  obligations for letters of
credit,   equipment  and  the  Revolving  Credit  Agreement  more   particularly
identified in Schedule 2 attached hereto and incorporated herein to no more than
a combined total of TEN MILLION DOLLARS ($10,000,000.00),  and in no event shall
the total payment amount be less than FIFTEEN MILLION DOLLARS  ($15,000,000.00).
At that time, and so long as neither Avantair or Ardent is in default under this
Agreement  the  Revolving  Credit  Agreement  shall be amended to convert into a
secured term loan to be repaid to CNM in twelve equal quarterly  installments of
principal  and  interest,  with the first  payment  due  ninety  (90) days after
completion of the transactions  contemplated  under the Stock Purchase Agreement
and all remaining  terms and conditions of the Original Note,  Revolving  Credit
Agreement and Original Security  Agreement shall otherwise remain. The principal
balance  under the term loan shall  accrue  interest  at the rate of Ten Percent
(10%) per annum.

        8.      USE OF AIRCRAFT.  The parties  hereto  agree that as  additional
consideration to CNM, CNM and its Officers,  Directors and Shareholders shall be
entitled to the use without  charge,  upon their  request,  of a Piaggio  Avanti
Aircraft  for a total  amount of 100 hours  flight time over a three year period
commencing from the date hereof.

        9.      TRADING  RESTRICTIONS.  CNM  and  its  Officers,  Directors  and
Shareholders  agree  not to trade in any of  Ardent's  common  stock  until  the
earlier of (i) the announcement by Ardent of the execution of the Stock Purchase
Agreement and this Agreement or (ii) the termination of discussions between CNM,
Avantair and/or Ardent regarding the transactions contemplated by this Agreement
and/or the Stock  Purchase  Agreement  and the failure of the parties to execute
said documents.

        10.     AVANTAIR  REPRESENTATIONS AND WARRANTIES.  Avantiar acknowledges
and agrees  that the  execution  of this  Agreement  by CNM is made in

                                 LOAN AGREEMENT
                                     PAGE 4



material  reliance  by CNM on each  and  every  one of the  representations  and
warranties  made by Avantair  in this  Agreement,  the  Security  Agreement  and
Promissory Note. Avantair hereby further represents and warrants to CNM that:

                a.      GENERAL.  Avantair  acknowledges and agrees CNM has made
no representation  or warranty to Avantair  concerning the Loan, this Agreement,
the Promissory Note and Security  Agreement,  except as expressly stated in this
Agreement.

                (b)     ORGANIZATION.  Avantair has been duly  organized  and is
validly existing as a Nevada  corporation,  in good standing and fully qualified
to do business in the State of Nevada.

                (c)     AUTHORITY.  Avantair has the right,  power and authority
to enter into this Agreement and to perform its obligations  hereunder,  and the
person(s)  executing this Agreement on behalf of Avantiar have the right,  power
and authority to do so. This Agreement  constitutes the legal, valid and binding
obligation  of Avantair  enforceable  against  Avantair in  accordance  with its
terms,  except to the extent that such  enforcement may be limited by applicable
bankruptcy,  insolvency, moratorium and other principles relating to or limiting
the rights of contracting parties generally. This Agreement does not violate any
provision of any other  agreement or document to which Avantair is a party or to
which Avantair is bound.

                (d)     NO ATTACHMENTS. There are no attachments, executions, or
assignments   for  the  benefit  of  creditors,   or  voluntary  or  involuntary
proceedings in bankruptcy or under any other  debtor-relief  laws pending or, to
the best of Avantair's knowledge, threatened against Avantair.

                (e)     NO CONFLICT WITH,  VIOLATION OF OR DEFAULT UNDER LAWS OR
OTHER  Agreements.  Neither the  execution and delivery of this  Agreement,  the
Promissory  Note,  the  Security  Agreement  or any other  document,  agreement,
certificate or instrument to which  Avantair,  as  applicable,  is a party or by
which it is bound in  connection  with the  Loan,  nor the  consummation  of the
transactions  contemplated  hereunder or thereunder,  or the compliance  with or
performance  of the terms and  conditions  herein or therein,  is prevented  by,
limited by, conflicts in any material respect with, or will result in a material
breach or violation of, or a material  default (with due notice or lapse of time
or  both)  under,  or the  creation  or  imposition  of  any  lien,  charge,  or
encumbrance of any nature whatsoever upon any of their respective  properties or
assets.

                (f)     INFORMATION  AND  FINANCIAL  DATA  ACCURATE;   FINANCIAL
STATEMENTS;  NO ADVERSE  CHANGE.  All  information  and financial and other data
including the Stock Purchase Agreement,  previously furnished by Avantair to CNM
is true,  correct  and  complete as of the date  thereof,  and there has been no
material adverse change with

                                 LOAN AGREEMENT
                                     PAGE 5



respect  thereto  to the date of this  Agreement  since  the dates  thereof.  No
information  has  been  omitted  which  would  make the  information  previously
furnished in such statements and documents to CNM misleading or incorrect in any
material respect to the date of this Agreement.

                (g)     ARDENT DUE DILIGENCE. Ardent has not received nor relied
upon any representation or statement of CNM in connection with entering into the
Stock Purchase Agreement.

        11.     TOLLING OF LITIGATION.  Upon all conditions being met under this
Agreement and so long as Avantair is not in default under this  Agreement or the
Promissory Note and Security  Agreement  between  Avantair and CNM, of even date
herewith,  CNM shall agree to stay its pending  litigation against Avantair with
respect to its  default  under the  Revolving  Credit  Agreement  pursuant  to a
Tolling  Agreement  acceptable to CNM in its sole and absolute  discretion,  and
upon all  payments  being made as provided in Section 7 above and the Loan being
converted  to a secured term loan as provided in Section 7, CNM shall agree to a
dismissal, without prejudice of such litigation.

        12.     NOTICES.  Any notices permitted or required under this Agreement
shall be in writing and deemed  given upon the date of  personal  delivery or 48
hours after deposit in the United States mail,  postage  fully  prepaid,  return
receipt requested, addressed to Debtor at:

        Avantair, Inc.
        Attn:  Steve Santo
        1037 First Street
        New Windsor, NY  12553

addressed to the Secured Party at:

        CNM, INC.
        9295 Prototype Drive
        Reno, Nevada 89511

or at any other address as any party may, from time to time, designate by notice
given in compliance with this section.

        13.     GOVERNING LAW. This Agreement  shall be governed and interpreted
pursuant to the laws of the State of Nevada. Jurisdiction and venue with respect
to any dispute or action to interpret or enforce this Agreement shall be brought
in the State or Federal Courts of Nevada located in Washoe County, Nevada.

        14.     ATTORNEYS FEES. In the event of any legal action to interpret or

                                 LOAN AGREEMENT
                                     PAGE 6



enforce  provisions of this Agreement,  the prevailing  party in any such action
shall be awarded its  reasonable  attorneys  fees and costs of court incurred in
connection therewith.

        15.     NO PARTNERSHIP. Neither the provisions of this Agreement nor the
relationship  of the  parties  hereunder,  shall  be  construed  to  create  any
partnership,  joint venture or other legal entity between the parties hereto and
the parties  shall not have the right or authority to enter into any  agreements
on behalf of the other party without the prior  written  consent of the party to
be charged.

        16.     ASSIGNMENT.  CNM may  assign its  rights,  title,  interest  and
obligations  under this  Agreement  upon notice to all other  parties.  Avantair
shall not be permitted to assign their rights under this Agreement,  without the
prior written consent of CNM.

        17.     SEVERABILITY.   If  any  portion  of  this  Agreement  is  found
unenforceable,  invalid or illegal,  the  remaining  portions of this  Agreement
shall  remain  in full  force and  effect  and shall not be a basis to void this
entire Agreement.

        18.     REASONABLE  APPROVAL.  If any  approval is  required  under this
Agreement,  any such approval or consent shall not be  unreasonably  withheld or
delayed.

        19      TIME.  Time is of the  essence.  Each party  shall  perform  its
obligations hereunder in a prompt and timely manner.

        20.     ENTIRE   AGREEMENT.   This   Agreement   supercedes   all  other
agreements,  whether  oral or written,  between the parties  with respect to the
subject matter hereof.  This Agreement shall not be modified by any party unless
such modification is in writing signed by all parties hereto.

        21.     WAIVER. No consent or waiver, expressed or implied, by any party
hereto,  to or of any breach or default by any other party in the performance by
such other party of its obligations hereunder shall be deemed or construed to be
a consent or waiver to or of any other breach or default in the  performance  by
such  other  party of the same or any  other  obligations  of such  other  party
hereunder.  Failure on the part of a party to  complain of any act or failure to
act with the other party or to declare the other party in default,  irrespective
of how such failure  continues,  shall not  constitute a waiver by said party of
its rights hereunder. The giving of consent by a party in any one instance shall
not limit or waive the necessity to obtain such consent in any future instance.

        22.     SUCCESSORS.   Subject  to  the  conditions  set  forth  in  this
Agreement,  this Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, legal representatives, successors and
assigns.

                                 LOAN AGREEMENT
                                     PAGE 7



        23.     COUNTERPARTS.  This  Agreement  may be executed in  counterparts
each of which shall be deemed an original but all of which shall  together shall
constitute one and the same document.

        The parties hereto have executed this Agreement in Washoe County,
Nevada, as of the day first above written.



AVANTAIR, INC.                                   CNM, INC.



By: /s/ John Waters                              By: /s/ Charles M. Mathewson
   ----------------                                 -------------------------
   Its: Chief Financial Officer                     Charles M. Mathewson
                                                    Its: President

ACCEPTED AND AGREED SOLELY AS
TO SECTIONS 7* AND 10(G)

ARDENT ACQUISITION CORP.



By: /s/ Barry J. Gordon
   ---------------------
   Its: Chairman

*This is conditioned upon the consummation
of the transactions contemplated in the
Stock Purchase Agreement (as defined in
Section 2(a) herein).

                                 LOAN AGREEMENT
                                     PAGE 8





                                   SCHEDULES

                            [Intentionally Omitted]

EX-99.1

                                                                    EXHIBIT 99.1

For Immediate Release
October 3, 2006

                       ARDENT ACQUISITION CORP. TO ACQUIRE
                                 AVANTAIR, INC.

Garden City, NY, October 3, 2006 - Ardent Acquisition Corp. (OTCBB: AACQ, AACQU,
AACQW) ("Ardent")  announced today it has entered into definitive  agreements to
acquire  privately  held  Avantair,  Inc.  ("Avantair").  Avantair  is a rapidly
growing  provider of fractional  ownerships of piloted aircraft for personal and
business use, in addition to providing  fixed base operation  ("FBO")  services.
Following  consummation of the acquisition,  Avantair's  current management team
will  remain in place,  joined by Barry  Gordon,  the  current  Chief  Executive
Officer of Ardent,  who will  become  non-executive  Chairman  of the Board.  In
addition, it is intended that, upon consummation of the acquisition, Ardent will
change its name to "Avantair" and will apply for a NASDAQ listing.

Mr. Barry Gordon,  Chairman and CEO of Ardent stated,  "We are extremely excited
about this transaction as we believe Avantair  operates in a unique space in the
fractional  aircraft market,  bridging the gap between  commercial  aviation and
traditional fractional ownership.  The company, led by a strong management team,
has had exceptional  growth over the past three years and is  well-positioned to
take  advantage  of  industry  trends  that are  propelling  the  growth  of the
fractional  aircraft  market.  In  addition,  upon  closing of the  transaction,
Avantair  will  be  the  only  publicly-traded  pure  play  fractional  aircraft
company."

Mr. Steve Santo, CEO of Avantair added,  "We believe  individuals and businesses
are becoming more aware of the benefits of private  aviation.  Avantair offers a
unique  alternative to commercial  aviation and other fractional  operators at a
very  competitive  price point.  This transaction will provide Avantair with the
necessary  capital  to grow the  fleet  and  expand  the  number  of fixed  base
operations,  which will provide economies of scale and enable us to continue our
strong track record of revenue growth. Speaking on behalf of the management team
of  Avantair,  we welcome the wealth of aviation and public  company  experience
that the entire Ardent  management  team brings to the business  combination and
believe they will be a great asset to Avantair."

SUMMARY OF THE TRANSACTION

Under the terms of the acquisition agreements,  which contemplate acquisition of
all shares,  Ardent will purchase  Avantair for an initial  payment of 7,000,000
shares of Ardent common stock,  subject to certain closing  adjustments.  Ardent
will also  assume or repay  Avantair's  outstanding  debt  (approximately  $33.2
million as of 6/30/06) at closing.

The Avantair  stockholders  would also be entitled to receive future  incentives
based on achieving  the  following  milestones;

     o    one  million  shares of  Ardent  common  stock if cash  flow  prior to
          interest,  taxes and working  capital changes ("Cash EBITDA") is equal
          to or greater than $6 million in F2007 (June 30),

     o    five million  shares of Ardent common stock if Cash EBITDA is equal to
          or greater  than $20 million in F2008,  and



     o    five million shares of Ardent common stock if the closing market price
          of  Ardent's  common  stock  trades at or above $8.50 for 20 out of 30
          trading days at any time prior to February 23, 2009.

The  closing of the  acquisition  is subject to  customary  closing  conditions,
including  approval of the acquisition  agreement by the stockholders of Ardent.
In  addition,  the  closing  is  conditioned  on holders of less than 20% of the
shares of Ardent  common stock voting  against the  acquisition  and electing to
convert  their  Ardent  common  stock  into  cash,  as  permitted  by the Ardent
certificate of incorporation.

Following the completion of the transaction,  the board of directors of Avantair
will consist of seven  members,  with three members  nominated by Ardent,  three
members  nominated  by  Avantair  and one member to be  mutually  agreed upon by
Ardent and Avantair.  As indicated,  Mr. Gordon will serve as the  non-executive
Chairman of the Board.

AVANTAIR OVERVIEW

Based in  Clearwater,  Fl,  Avantair was founded in 2002 as the exclusive  North
American  fractional  provider of the Piaggio Avanti P.180  aircraft.  Under the
leadership  of  founder  and CEO,  Steve  Santo,  Avantair  has become the fifth
largest  provider in the  fractional  aircraft  market with the world's  largest
fleet of Piaggio  Avanti  P.180's.  The  Piaggio  Avanti - the  world's  fastest
turboprop - rivals the speed of most light cabin jets.  The aircraft also boasts
the same size  cabin  cross  section  as a  super-midsize  aircraft  and has the
benefit of the fuel efficiency of a turboprop.

In addition to providing fractional aircraft ownership, Avantair is a fixed base
operator.  An FBO is an  airport-based  facility  that  provides  a  variety  of
services  to  privately-operated   aircraft,   including:   fueling,   de-icing,
maintenance  and  refurbishment,  hanger rental,  office space rental,  and ramp
fees.  The company  currently  operates one FBO in  Clearwater,  FL and plans to
operate an FBO by year-end in Camarillo,  CA (LA metro area).  In addition,  the
company is in discussions  regarding an FBO operation in Caldwell, NJ (NYC metro
area).  FBOs  should  provide  Avantair  with  strategic   geographic  bases  of
operation,   a  diversified   revenue  base   beginning  in  F2007  and  reduced
repositioning costs, by providing additional  maintenance,  cleaning and fueling
facilities.

Avantair was formed in response to the increasing demand for commercial  airline
alternatives  for frequent  travelers  and the rising  popularity  of fractional
ownership programs among individual and corporate travelers.  Avantair currently
manages a fleet of 25 planes and has another 58 on order.

The company's  business model capitalizes on two complementary  emerging trends:
an increased number of travelers seeking alternatives to commercial airlines and
the economic  attractiveness of fractional ownership structures among individual
and corporate  travelers.  Avantair's fleet of aircraft and professional  pilots
offer individuals and companies the advantages of airplane ownership and private
travel,  including maximum  flexibility,  luxury, time savings,  convenience and
safety.  Previously  only  considered by large companies and very high net worth
individuals,  Avantair  is  lowering  the cost of private  aviation to a broader
range of consumers.

Avantair has grown revenue from $7.7 million in fiscal 2004, to $26.2 million in
fiscal 2005 and to $49.2  million in fiscal  2006.  The  Company  has  sustained
losses since inception while investing in  infrastructure  and building  towards
critical  mass. In the fiscal years 2004,  2005,  and 2006, net losses were $5.0
million, $8.7 million, and $20.7 million, respectively.



PRIVATE AVIATION MARKET BACKGROUND

According to AvData, the fractional  aircraft fleet has grown from 8 aircraft in
1986 to 952 today and the  number of  shareholders  has grown  from 3 in 1986 to
5,902 today.  The target market  continues to grow due to demographic  trends of
increased  wealth.  According to the Federal  Reserve Board's study conducted in
2004,  there are 2 million US households with a net worth between $5 million and
$30 million.

Avantair's  management  believes  there  are  several  market  trends  that will
continue  to  drive  significant  growth  in the  private  aviation  marketplace
including:  1) the  demographic  trend of growing wealth,  2) busier  lifestyles
leading consumers with a desire for more convenient, less time-consuming ways to
travel, and 3) unfavorable  conditions in the commercial  aviation market caused
by fewer flights,  long lines,  poor customer  service,  and security and safety
issues.

ABOUT ARDENT ACQUISITION CORP.

Ardent  Acquisition Corp. was formed on September 14, 2004 to serve as a vehicle
to effect a business combination with an operating business.  Ardent consummated
its initial public offering on March 2, 2005, generating gross proceeds of $41.4
million from the sale of 6.9 million  units,  including the full exercise of the
underwriters'  over-allotment  option.  Each unit was  comprised of one share of
Ardent common stock and two warrants,  each with an exercise price of $5.00.  As
of June 30, 2006,  Ardent held  approximately  $37.9  million in a trust account
maintained by an independent trustee,  which will be released to Ardent upon the
consummation  of  the  business  combination.   EarlyBirdCapital,  the  managing
underwriter  of Ardent's  initial  public  offering,  is advising  Ardent on the
Avantair Acquisition.

ABOUT AVANTAIR

Headquartered  in Clearwater,  FL, Avantair Inc. is the exclusive North American
provider of fractional  aircraft  shares in the Piaggio  Avanti P.180  aircraft.
Avantair is the fifth largest company in the North American  fractional aircraft
industry and the only  standalone  fractional  operator.  The company  currently
manages a fleet of 25 planes  with  another 58 on order.  With  operations  in 5
states and approximately 250 employees, Avantair offers private travel solutions
for  individuals  and  companies  at a  fraction  of the cost of whole  aircraft
ownership.  More  information  about  Avantair  is  available  on  its  website,
www.avantair.com.

FORWARD LOOKING STATEMENTS

This  press  release,  and other  statements  that  Ardent  may make,  including
statements  about  the  benefits  of the  transaction  with  Avantair,  contains
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act, with respect to Ardent's and Avantair's future financial
or business performance, strategies and expectations. Forward-looking statements
are  typically  identified  by words or phrases  such as  "trend,"  "potential,"
"opportunity,"  "pipeline," "believe,"  "comfortable,"  "expect,"  "anticipate,"
"current," "intention," "estimate," "position," "assume," "outlook," "continue,"
"remain," "maintain," "sustain," "seek," "achieve," and similar expressions,  or
future or conditional  verbs such as "will," "would,"  "should,"  "could," "may"
and similar expressions.

Ardent  cautions  that  forward-looking   statements  are  subject  to  numerous
assumptions,  risks and uncertainties,  which change over time.  Forward-looking
statements  speak only as of the date they are made,  and Ardent assumes no duty
to and does not undertake to update forward-looking  statements.



Actual results could differ materially from those anticipated in forward-looking
statements  and  future  results  could  differ   materially   from   historical
performance.

In  addition  to factors  previously  disclosed  in  Ardent's  filings  with the
Securities and Exchange Commission (SEC) and those identified  elsewhere in this
press release,  the following factors,  among others, could cause actual results
to differ materially from forward-looking  statements or historical performance:
general  economic  and  business  conditions  in the U.S.  and abroad,  changing
interpretations of generally accepted accounting  principles,  changes in market
acceptance of the company's  products,  inquiries and investigations and related
litigation,  fluctuations  in  customer  demand,  management  of  rapid  growth,
intensity of  competition  as well as other  relevant risks detailed in Ardent's
filings with the  Securities  and Exchange  Commission,  including its report on
Form 10-QSB for the period ended June 30, 2006. The information set forth herein
should be read in light of such risks.  Neither Ardent nor Avantair  assumes any
obligation to update the information contained in this press release.

Ardent's prospectus and subsequent filings with the SEC, accessible on the SEC's
website at http://www.sec.gov, discuss these factors in more detail and identify
additional factors that can affect forward-looking statements.

ADDITIONAL INFORMATION

Ardent  intends  to file  with  the SEC a proxy  statement  on  Schedule  14A in
connection  with the  proposed  transaction.  STOCKHOLDERS  OF ARDENT  AND OTHER
INTERESTED  PERSONS ARE ADVISED TO READ,  WHEN  AVAILABLE,  ARDENT'S  DEFINITIVE
PROXY STATEMENT IN CONNECTION  WITH THE  SOLICITATION OF PROXIES FOR THE SPECIAL
MEETING BECAUSE THIS PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION.

The definitive  proxy  statement will be mailed to  stockholders  as of a record
date to be established for voting on the acquisition.  Stockholders will also be
able to obtain a copy of the definitive  proxy statement,  without charge,  once
available,  at the SEC's  Internet  site  http://www.sec.gov  or by  directing a
request to Ardent  Acquisition  Corp.  at 1415 Kellum Place,  Suite 205,  Garden
City,  NY 11530.  As a result of the  review by the SEC of the proxy  statement,
Ardent may be  required  to make  changes  to its  description  of the  acquired
business or other  financial or statistical  information  contained in the proxy
statement.

Such persons can also read Ardent's final  prospectus,  dated February 24, 2005,
for a description of the security  holdings of the Ardent officers and directors
and of  EarlyBirdCapital,  Inc.  ("EBC"),  the  underwriters of Ardent's initial
public offering  consummated on March 2, 2005, and their respective interests in
the successful consummation of this business combination.






                          AVANTAIR, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2006 AND 2005
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS                                                                                2006             2005
                                                                                              ----             ----
                                                                                                      
   Cash and cash equivalents                                                               $2,175,734       $2,009,779
   Accounts receivable, net of allowance for doubtful accounts of
   $600,000 at June 30, 2006 and $400,000 at June 30, 2005                                  1,935,501        1,954,929
   Accounts receivable from vendor                                                            856,775          388,686
   Inventory                                                                                  253,533        2,165,386
   Property held for sale                                                                   7,870,300                -
   Current portion of notes receivable                                                      1,672,481        2,884,537
   Current portion of lease payments receivable                                                     -        2,650,655
   Prepaid expenses and other current assets                                                   80,419          123,795
                                                                                         ------------     ------------

     Total current assets                                                                  14,844,743       12,177,767
                                                                                         ------------     ------------

AIRCRAFT COSTS RELATED TO FRACTIONAL SALES                                                 99,781,531       66,724,380
   Less amounts charged to cost of sales                                                   31,747,580       12,580,857
                                                                                         ------------     ------------

                                                                                           68,033,951       54,143,523
                                                                                         ------------     ------------
PROPERTY AND EQUIPMENT, at cost, net of accumulated
   depreciation and amortization of $1,549,828 at June 30, 2006 and
   $2,806,848 at June 30, 2005                                                              4,835,743       15,848,135
                                                                                         ------------     ------------

OTHER ASSETS
   Deposits                                                                                13,431,683        9,127,078
   Deferred maintenance agreement                                                           3,329,500                -
   Notes receivable                                                                         2,921,163        4,531,740
   Other assets                                                                               195,496          249,974
                                                                                         ------------     ------------

     Total other assets                                                                    19,877,842       13,908,792
                                                                                         ------------     ------------

     Total assets                                                                        $107,592,279     $ 96,078,217
                                                                                         ============     ============











                          AVANTAIR, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2006 AND 2005
                                   (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES                                                                          2006              2005
                                                                                             ----              ----
                                                                                                      
   Accounts payable and accrued liabilities                                              $ 11,399,629       $4,384,189
   Borrowings under line of credit from a related party                                    22,317,079       23,885,522
   Customer deposits                                                                          580,989        1,397,700
   Current portion of notes payable                                                         4,400,293        1,726,789
                                                                                         ------------     ------------

     Total current liabilities                                                             38,697,990       31,394,200
                                                                                         ------------     ------------

   Notes payable, net of current portion                                                    6,550,138       11,287,340
   Deferred revenue related to fractional aircraft share sales                             94,156,720       64,587,790
   Deferred gain on sales and leaseback of asset                                            1,003,946                -
   Deferred maintenance and management fees                                                 3,437,615        4,032,921
   Other liabilities                                                                          297,486           45,675
                                                                                         ------------     ------------

     Total long-term liabilities                                                          105,445,905       79,953,726
                                                                                         ------------     ------------

     Total liabilities                                                                    144,143,895      111,347,926
                                                                                         ------------     ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
   Common stock, Class A, $10 par value, 1,250 shares authorized, 100
     shares issued and outstanding                                                              1,000            1,000
   Common stock, Class B, non-voting, $10 par value, 1,250 shares
      authorized, 100 shares issued and outstanding                                             1,000            1,000
   Paid-in capital                                                                            412,600          412,600
   Accumulated deficit                                                                   (36,432,230)     (15,684,309)
   Due from stockholder                                                                     (533,986)               -
                                                                                         ------------     ------------

     Total stockholders' deficit                                                         (36,551,616)     (15,269,709)
                                                                                         ------------     ------------

     Total liabilities and stockholders' deficit                                         $107,592,279      $96,078,217
                                                                                         ============      ===========




Consolidated  balance  sheets and  statements  of  operations  were  prepared by
Avantair  as a private  company,  in  accordance  with U.S.  generally  accepted
accounting  principles and may not conform to SEC Regulation  S-X.  Accordingly,
such  historical  information  may be adjusted and presented  differently in our
proxy statement to solicit stockholder approval of the merger.







                          AVANTAIR, INC. AND SUBSIDIARY
               CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
                FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004
                                   (UNAUDITED)

                                                                          2006              2005               2004
                                                                          ----              ----               ----
                                                                                                  
REVENUES
   Fractional aircraft shares sold                                    $23,756,070       $10,580,859        $ 3,226,890
   Maintenance and management fees                                     22,824,940        11,645,999          3,463,810
   Other                                                                1,814,370         3,937,806          1,027,348
                                                                     ------------     -------------     --------------

     Total revenue                                                     48,395,380        26,164,664          7,718,048
                                                                     ------------     -------------     --------------

OPERATING EXPENSES
   Cost of fractional aircraft shares sold                             19,166,722         9,318,013          2,925,978
   Cost of flight operations                                           31,782,820        17,154,654          5,620,085
   General and administrative expenses                                 13,406,376         6,885,229          4,224,404
   Selling expenses                                                     3,672,754           976,164            514,430
                                                                     ------------     -------------     --------------

     Total operating expenses                                          68,028,672        34,334,060         13,284,897
                                                                     ------------     -------------     --------------

       Loss from operations                                           (19,633,292)       (8,169,396)        (5,566,849)
                                                                     ------------     -------------     --------------

OTHER INCOME (EXPENSE)
   Interest income                                                        557,508           490,591            237,927
   Interest expense                                                    (2,110,119)       (1,194,723)          (269,036)
   Other income, net                                                      437,982           167,329            553,457
                                                                     ------------     -------------     --------------

     Total other income (expense)                                      (1,114,629)         (536,803)           522,348
                                                                     ------------     -------------     --------------

       Net loss                                                      $(20,747,931)    $  (8,706,199)    $   (5,044,501)
                                                                     ============     =============     ==============

   Loss per common share:
     Basic and diluted                                               $   (207,479)    $     (87,062)    $      (50,445)
                                                                     ============     =============     ==============

   Weighted-average common shares outstanding:
     Basic and diluted                                                        100               100                100
                                                                     ============     =============     ==============







Consolidated  balance  sheets and  statements  of  operations  were  prepared by
Avantair  as a private  company,  in  accordance  with U.S.  generally  accepted
accounting  principles and may not conform to SEC Regulation  S-X.  Accordingly,
such  historical  information  may be adjusted and presented  differently in our
proxy statement to solicit stockholder approval of the merger.

CONTACT:

Barry Gordon
Chief Executive Officer
Ardent Acquisition Corp.
516.739.1017

Or

Devlin Lander
Integrated Corporate Relations
415.292.6855

EX-99.2

Ardent Acquisition Corp.to acquire

September 27, 2006

October 3, 2006

1

Road Show Presentation

Commencing shortly after the filing of this current report on form 8-K, Ardent Acquisition Corp. ("Ardent”) intends to hold
presentations for certain of its stockholders, as well as other persons who might be interested in purchasing Ardent securities, regarding
its acquisition of Avantair as described in this report. This current report on form 8-K, including some or all of the exhibits hereto, will
be distributed to participants at such presentations. 

Ardent engaged EarlyBirdCapital, Inc. ("EBC"), the managing underwriter of Ardent's initial public offering ("IPO"), to assist it in
connection with its merger with Avantair.  As compensation for these services, Ardent agreed to issue to EBC, upon consummation of
the merger, shares of Ardent's common stock equal to three percent (3%) of the legal consideration paid in the transaction. and a
fractional card equal to 50 hours of flight time.  EBC also received $730,000 and will be issued warrants to purchase 146,000 shares of
Ardent's common stock upon consummation of the merger for assisting Avantair in raising funds in its bridge offering.  Additionally, an
affiliate of EBC invested in Avantair's bridge offering and will convert its securities into shares of Ardent's common stock upon
consummation of the merger with Avantair.

Stockholders of Ardent  and other interested persons are advised to read, when available, Ardent 's preliminary proxy statement and
definitive proxy statement in connection with Ardent 's solicitation of proxies for the special meeting because these proxy statements
will contain important information. Such persons can also read Ardent 's final  prospectus dated February 24, 2005, for a description of
the securities holdings of the Ardent officers and directors and of EBC and their respective interests in the successful consummation of
this business combination. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting
on the merger. Stockholders will also be able to obtain a copy of the definitive proxy statement, without charge, by directing a request
to: Ardent Acquisition Corp., 1415 Kellum Place, Suite 205, Garden City, NY 11530.  The preliminary proxy statement and definitive
proxy statement, once available, and the final prospectus can also be obtained, without charge, at the Securities And Exchange
Commission's Internet site (Http://www.sec.gov ).

2

Safe Harbor

This document contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact, including, without limitation,
statements regarding Ardent Acquisition Corp.’s (“Ardent”) financial position, business strategy,
plans and Ardent’s management’s objectives and its future operations, and industry conditions, are
forward-looking statements.  Although Ardent believes that the expectations reflected in such
forward-looking statements are reasonable, Ardent can give no assurance that such expectations will
prove to be correct.  Important factors that could cause actual results to differ materially from
Ardent’s expectations (“Cautionary Statements”) include, without limitation, the effect of existing
and future laws and governmental regulations, the results of future financing efforts, and the
political and economic climate of the United States.  All subsequent written and oral forward-
looking statements attributable to Ardent, or persons acting on Ardent’s behalf, are expressly
qualified in their entirety by the Cautionary Statements.

3

Ardent Acquisition Corp. Overview

Listing:  OTC.BB: AACQ, AACQU, AACQW*

Ardent is a Specified Purpose Acquisition Company (“SPAC”),
formed for the purpose of effecting a business combination with an
operating business

Each AACQ unit, issued at $6.00, consists of one share of common
stock and two warrants

Cash in trust of $5.50 per share at June 30, 2006 (totaling $37.9million); increases with additional interest earned

Insider shares locked up until February 24, 2008

*Combined entity to seek NASDAQ listing upon closing

4

Avantair Overview

Business:5th largest company in the North American                 fractional aircraft industry

Only standalone fractional operator

Operating 25 aircraft as of mid-September with 58 on order

Expect to end F2007 (June 30) with approximately 40 in fleet

Operates fixed base operation (FBO)

Founded:2002, by current CEO Steven Santo

Locations:HQ in Clearwater, FL with locations in four other    states

Employees:Approximately 250

5

The Transaction

Proposed Ardent/Avantair business combination

Definitive agreement signed October 2, 2006

Expected closing Q1 2007

Transaction terms

7 million AACQ common shares on closing

Assumption of outstanding debt at closing ($33.2 million at 6/30/06)

Future milestone incentives

1 million shares if Cash EBITDA* is ≥ $6 million in F2007 (June 30)

5 million shares if Cash EBITDA* is ≥ $20 million in F2008

5 million shares if stock trades at or above $8.50/share for 20 of 30 trading
days at any time prior to February 23, 2009

*Cash EBITDA is a non-GAAP measure of earnings before interest, taxes, depreciation and amortization adjusted for
cash generated on sales of aircraft.  By GAAP rules, revenues and profits from fractional share sales are amortized
over 60 months.

6

The Transaction (continued)

Two-year lock up agreements in place with Avantair
management and certain shareholders (excluding equity
raised concurrently with this transaction)

Employment agreements with key members of senior
management

Board of Directors will have seven members

Three nominated by Ardent, three by Avantair, and one by
mutual agreement

15.4 million primary shares outstanding post-merger

$85 million market value assuming Ardentliquidation value
of $5.50/share (as of June 30, 2006)

Will seek NASDAQ listing upon closing

7

Post-transaction Cap Table

9.7%

1.50

Ardent Management

44.8%

6.90²

Ardent Investors

¹Does not include contingent payments or management options

²Does not include warrants or underwriter purchase option and assumes 100% acceptance of the
transaction

29.4%

4.53¹

Other Avantair Shareholders

16.1%

2.47¹

Avantair Management

% Owned

Shares (millions)

Shareholders

8

Benefits of the Merger

Provides significant capital for growth near term

Financing of additional Piaggio Avanti aircraft

Expansion of the FBO business

Increase sales and marketing efforts

Strengthens and deleverages balance sheet  

Permits purchasing of fuel and aircraft on more favorable terms

Repay bridge loan and part of outstanding debt balance

Balance of debt to be termed at 10% interest

Strategically add additional plane models

Attract and retain high quality professionals

Elevate profile within the industry

9

Investment Highlights

Growing market due to conditions in commercial aviation

Avantair bridges the gap between commercial aviation and traditional fractional
ownership – creating value in the fractional business

Operates a single, unique plane with cost and operating advantages relative to other fractionals

Pricing structure expands market potential to more value-driven customer without sacrificing
luxury/quality

Two revenue streams – fractional aircraft sale and recurring monthly
management fees

Unique pricing model creates greater visibility for the company and fractional owners

FBOs - new revenue stream

Capitalizes on internal and industry growth

Lowers operating costs for fractional division

Committed management team aligned with shareholders

10

Large and Growing Market

Fractionally owned aircraft fleet has grown from 8 aircraft in 1986
to 952 today (source: AvData)

Fractional shareholders have grown from 3 in 1986 to 5,902 today
(source: AvData)

Target market is large and growing due to favorable industry
dynamics

Increasing number of affluent individuals

2 million households with net worth between $5 million and $30 million
(source: Federal Reserve Board - www.federalreserve.gov/pubs/oss/oss2/2004/scf2004home.html)

Unfavorable conditions for travelers in commercial aviation market

Fewer flights, less convenient, more time-consuming, long lines, poor customer
service, security and safety issues

11

Avantair Strengths

Exclusive fractional operator in  North America of the Piaggio Avanti P. 180
(“Piaggio Avanti”)

Unique aircraft design that uses forward wing technology and compares
favorably to light jets

Lowest fuel burn in category (Source: Business & Commercial Aviation )

Operates one plane creating economies of scale/lower costs:

Repositioning

Maintenance

Pilot-related cost

Pilot training

Fewer parts to inventory

Short runway capability – accessible to more airports

Utilize owned FBO, which is also a revenue generator: fuel services, de-icing,
maintenance and refurbishment services; hanger rental, office space rental,
ramp fees, etc.

Current FBO location at St. Petersburg/Clearwater airport - anticipate opening 2-4
over the next year

12

Sole Fractional Provider of Piaggio Avanti

13

Piaggio Avanti Features and Advantages

Stand-up cabin and private lavatory, unique in this category

Only aircraft in category that can fly 1,500 nautical miles
with five adults, luggage and full fuel load

Fastest turboprop made, with jet-like speed of 450 mph and
short runway capability

Sound dampening interior and rear mounted props deliver a
quiet ride

14

Benefits of Avantair Fractional Ownership

Advantageous pricing for fractional owners vs. competitors
with similar aircraft

30%-50% more fuel efficient than comparable jets and more
than 25% more efficient than other twin turboprops*

In addition to a modestly lower acquisition cost, the annual
operating costs are:

40% less than Citation CJ3*

37%-39% less than Hawker 400XP*

Absence of hourly charges (other than fuel surcharge),
creates more predictable monthly billing

*Source: Business and Commercial Aviation, ARG/US (http://www.aviationresearch.com/Free/fracprgms.asp) and
company pricing sheets as of September 2006

15

Competition

Other Fractionals

NetJets (Berkshire Hathaway - BRK)

Flight Options (Raytheon - RTN)

FlexJet (Bombardier - BBD.TO)

CitationShares (Textron - TXT)

Other Segments:

Charters

Air Taxis

Commercial Airlines

16

Fractional Unit Market Share

Source:  UBS August Business Jet Update

17

Competitive Pricing Structure

*Based on 1/16^th share size. Costs and fees may be subject to discount.

¹As of September 2006.  Avantair’s monthly management fee increased to $8,900 as of October 1, 2006.

Source: ARG/US (www.aviationresearch.com/Free/fracprgms.asp), Business & Commercial Aviation May 2006 Purchase Planning Handbook (Based on “max fuel
w/available payload”), 2006 Conklin & de Decker Aircraft Performance Evaluator (Landing Distance Required Under Part 135 Subpart K with Maximum Weight),
and company pricing sheets

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Fixed Base Operations (FBO)

Airport-based provider of fuel, de-icing, maintenance and refurbishment services,
hangar rental, office space rental, ramp fees, etc.

Lowers cost for Avantair fractionalized aircraft

Provides services for non-Avantair aircraft

Opportunity to participate in the servicing of the growing very light jet market.

110,000 sq. ft. hanger and 40,000 sq. ft. office space in Clearwater, FL (Tampa
metro) at HQ

Will have operations in Camarillo, CA (LA metro) by year end

In negotiations for an FBO in Caldwell, NJ (NYC metro)

Have identified a number of possible additional locations

Reduces fuel costs

Provides geographic diversification

Reduces repositioning costs by providing additional maintenance, cleaning and fueling facilities

Initial revenues beginning in F2007

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Sales and Marketing

Significant lead growth

2005 averaged 83 leads/month

Through September 20, 2006 averaged 163 leads/month

Assuming a 3 month lag from lead to closing, shares sold in 2005
were equal to 7.5% of trailing leads

Main sources of sales and leads are referrals and
advertisements

17% of owners historically (2002 – 2006)purchase
additional share within one year of ownership

Average purchase is approximately two shares, or 1/8
interest

Demo-to-close ratio is approximately80%

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Financial Results

On Income Statement, revenues and expenses from
aircraft sales are amortized over a 60-month period,
thus matching term of management contract

No impact on cash flows

($20.7)

($8.7)

($5.0)

Losses

$48.4

$26.2

$7.7

Revenues

2006

2005

2004

FY ending June 30

($mms)

F2006 loss expanded primarily due to lack of new
aircraft delivery

These numbers were obtained using private company accounting, are unaudited and subject to change

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Financial Results (continued)

2^nd half F2006 and Q1 F2007 negatively impacted by
Piaggio’s inability to deliver its new aircraft model until
July:

Delayed certification due to new avionicspackage

No new fractional sales revenue

Oversold capacity resulting in higher charter and
repositioning costs

Increased staffing costs in anticipation of new aircraft

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Delivery Schedule

Scheduled to take delivery of up to 17 Avanti II P. 180
aircraft in F2007:

Expect 9-10 aircraft in 1^st half F2007

One new aircraft accepted September 2006

Two more accepted in early October 2006

7-8 aircraft scheduled for 2^nd half F2007

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Operating Leverage Potential

Anticipated benefits of fleet expansion

Increased management fees

Reduced repositioning and external chartering costs

Better inventory management

Ability to leverage existing infrastructure

Flight control and call center, training costs

Larger referral base

Anticipated benefits of FBO expansion

Lower fuel costs

Enhanced brand value

Lower repositioning of aircraft for maintenance purposes

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Business Model

Revenues derive from three sources

Sales of fractional shares – gross margin about $1 million/plane currently

Monthly management fees

FBO, remarketing, demos, etc.

Keys to profitability

Cost cutting – already underway

More aircraft under management – better economies of scale, lower
repositioning costs, etc.

Cash earnings do not correspond to GAAP earnings

Breakeven Cash EBITDA^* is a function of these factors

Could occur with as few as 40+ planes

*Cash EBITDA is a non-GAAP measure of earnings before interest, taxes, depreciation and amortization adjusted for cash  generated
          on sales of aircraft.  By GAAP rules, revenues and profits from fractional share sales are amortized over 60 months.

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Recent Financings

Bridge loan for $7.6 million

Equity investment of $9.0 million

Significant participation from non-management Ardent
shareholders

$2 million of the investment from current Avantair
management/shareholders

Both transactions closed concurrently with signing of
definitive agreement with Ardent

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Management Backgrounds

Barry Gordon, Non-Executive Chairman (upon consummation of merger)

Currently Mr. Gordon is Chairman and President of American Fund Advisors and Chairman of
Ardent Acquisition Corp.   Mr. Gordon worked in the airline industry from 1967-1971 and then
went to Wall Street as an analyst and portfolio manager running an aviation mutual fund, of which
he was President from 1973-1995 (merged with another fund which he continued to manage). He
holds a BBA in Marketing from the University of Miami and an MBA in Finance from Hofstra
University. Mr. Gordon was also named Long Island Entrepreneur of Year in Financial Services in 1992.

Steven F. Santo, Chief Executive Officer

Steven Santo founded Avantair in June 2002. Through Mr. Santo’s entrepreneurial spirit and
leadership, Avantair has grown to one of the most unique fractional companies in the industry with
the world’s largest fleet of Piaggio Avanti P.180’s . He is responsible for developing and executing the
strategic plans and policies of the company. A former Assistant District Attorney of New York who
holds degrees from Villanova University and St. Johns School of Law, Mr. Santo himself has flown more
than 1,000 hours in the Piaggio Avanti P.180 and was behind the controls of the first owner flight in 2002.

John J. Waters, Chief Financial Officer

Most recently, Mr. Waters founded John Waters Consulting, L.L.C. which provided mergers and
acquisition advisory services.  Previously, Mr. Waters was the CAO at Authentidate Holdings
Corp. (NASDAQ: ADAT).  In addition, his financial background includes, but is not limited to:  
financial planning and budgeting, strategic planning, accounting, auditing, mergers, acquisitions
and initial public offerings. A former Senior Partner with Arthur Andersen LLP, Mr. Waters holds a
degree in Business Administration from Iona College and is a Certified Public Accountant.

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Management Backgrounds (cont’d)

Tracy L. Chaplin, Chief Operating Officer

Tracy Chaplin joined Avantair in 2006 and serves as the company’s Chief Operating Officer. She is
responsible for managing Avantair’s day-to-day operations and activities. Formerly Chief
Purchasing Officer at Flight Options, Ms. Chaplin was responsible for the development of strategy
and management of an annual spending budget exceeding $400 million, which included fuel
management, charter management, maintenance contracts, avionics, catering, logistics, and engines.
A graduate of Wright State University, she holds a Bachelor’s degree in Economics.

Kevin V. McKamey, Executive Vice President

As a charter employee of Avantair, Mr. McKamey joined the company in October of 2002. As
Executive Vice President, Mr. McKamey is responsible for developing long range business and
facility strategies that support Avantair’s business plans.  Mr. McKamey has 20 years experience in
the aviation industry including two years as the Flight and Sales Support Manager of Piaggio
America. Mr. McKamey is a certified pilot with over 3,000 hours in the Piaggio Avanti. He holds a
Bachelor’s degree in Aviation Business Administration from Embry-Riddle University.

Matthew Doyle, Vice President, Sales

Matthew Doyle is the Vice President of Sales for Avantair and has been with the company since its
inception. He is responsible for leading and directing Avantair’s sales team. Mr. Doyle has 15 years
in the aviation industry with seven in aircraft sales at PlaneSense.  He is an Airline Transport rated
pilot with over 4,000 hours of aircraft experience of which 400 are in the Piaggio Avanti. Mr. Doyle
holds a degree in Aeronautical Science and Business Administration.

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