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THIS INVENTORY SALES AGREEMENT ("Agreement") is made and entered into as of the 19th day of November, 1998, by and between AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation ("Buyer") and GLOBAL AIR SPARES, INC., a Florida corporation ("Seller").


WHEREAS, Seller has bulk inventory materially described in Exhibit "A" attached hereto and incorporated herein by reference that it desires to sell to Buyer, and

WHEREAS, Buyer desires to purchase said bulk inventory.

NOW, THEREFORE, in consideration of mutual promises and covenants contained herein, the parties hereto agree as follows:

1. SALE OF INVENTORY. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller its inventory, its inventory records (including all repair information and invoices associated therewith), parts associated with its inventory, and all support items thereto (the "Inventory").

2. PURCHASE PRICE AND PAYMENT. Buyer shall pay to Seller an amount equal to One Million One Hundred Seventy-Five Thousand Dollars ($1,175,000.00) (the "Purchase Price"). The Purchase Price shall be paid to Seller in cash or cash equivalent upon Delivery, as is defined in Section 4, to Buyer at 2822/2824 N.W. 72nd Avenue, Miami, FL 33122. Cash payments shall be made by wire transfer of good and unrestricted bank funds to Seller's designated account number.


a. Prior to Delivery, Buyer, at its expense, may perform or cause to be performed a visual inspection of the Inventory and its records at the Seller's place of business ("Inspection"). Upon completion of an Inspection, Buyer shall promptly advise Seller whether or not, in Buyer's sole discretion, the Inventory and its records are acceptable to Buyer. Buyer's decision on the acceptability of the Inventory records will depend, in part, upon the accuracy and completeness of the records (including but not

limited to Buyer's evaluation of traceability of life-limited parts, shop records, AD and SB status reports, etc.). For any Inventory, Buyer's failure to perform the inspection, prior to Delivery, or failure to advise Seller of Buyer's findings promptly after the Inspection shall be deemed conclusive that such Inventory and its records are acceptable to Buyer. Inventory shall be considered "Accepted" by Buyer if Buyer has determined or if it is deemed conclusive that the Inventory and its records are acceptable to Buyer.

b. If a question develops with regard to the Inventory records after Delivery, then, within thirty (30) days after receipt by Seller of Buyer's written notice thereof, Seller will reasonably assist in causing the records to be acceptable to Buyer, if reasonably possible. However, nothing in this paragraph shall be construed to affect the purchase price or to impose any financial obligation upon the Seller.

c. Seller warrants that, at Delivery hereunder, the Inventory will be in the same condition as when Accepted by Buyer.

d. Seller also warrants that the diskette delivered prior to the Inspection materially represents a true and accurate Inventory as regards to identification of the items of Inventory and quantity thereof.


a. Delivery of the Inventory to Buyer (the "Delivery") shall occur on or before November 19, 1998 (the "Delivery Date") and at 2822/2824 N.W. 72nd Avenue, Miami, Florida 33122 (the "Delivery Location") upon satisfaction of the conditions precedent stated in this Agreement.

b. Upon Delivery, Buyer shall execute and deliver to Seller a receipt therefor substantially in the form set forth in Exhibit "B" attached hereto and made a part hereof.

c. At Delivery, all of the Inventory records in the possession of Seller will be provided to Buyer.


a. Title to the Inventory shall pass to Buyer at Delivery. Upon transfer of such title to Buyer, risk of loss, damage to or destruction of such Inventory and its records shall forthwith transfer from Seller to Buyer.

b. Upon transfer of title for any Inventory to Buyer, Seller shall deliver to Buyer a Bill of Sale covering such Inventory, which Bill of Sale shall be substantially in the form of Exhibit "C" attached hereto and made a part hereof.


a. Buyer will indemnify, defend and hold Seller harmless from and against any and all taxes of whatsoever kind or nature (except for taxes levied against Seller based on its net income) including costs or expenses incurred in connection therewith, which may be assessed against, chargeable to or collectible from either Buyer or Seller by any taxing authority of any country, federal, state or local government, and which are based upon or levied or assessed with respect to the sale of the Inventory hereunder to Buyer or the subsequent operation, possession or use of the Inventory. If Seller is required to pay any contested tax levied, then Buyer agrees to immediately reimburse Seller for the full amount of such tax. If Buyer elects to contest any tax levied against Seller which is to be paid by Buyer hereunder, Buyer shall pay all costs of such contest, including, but not limited to, reasonable attorneys' fees through all proceedings, including appellate proceedings. The parties agree to furnish each other with such documents and certificates as they may reasonably request in connection with any claims of exemptions for the payment of any taxes.

b. Buyer hereby warrants and represents that it is purchasing the Inventory for ultimate resale.

7. DELAYS. Seller shall not be responsible for, nor deemed to be in default on account of, delay in Delivery due to force majeure causes, including, but not limited to, acts of God or the public enemy, civil war, insurrection or riots, fires, floods, explosions, earthquakes, restrictions or strikes, government legislation, acts, orders or regulations, inability or failure of

suppliers to deliver, or for any other cause to the extent it is beyond Seller's control.

8. LIMITED WARRANTY AND DISCLAIMER. Seller represents and warrants to Buyer that:

a. At Delivery, Seller will have good legal and beneficial title to the Inventory and have full power and lawful authority to transfer such title to Buyer. Buyer is not assuming any liabilities or obligations associated with said Inventory, whether known or unknown, contingent or realized, except for liabilities set forth specifically in this Agreement.

b. At Delivery, the Inventory will be subject to no mortgage, pledge, lien, charge or other encumbrance (collectively the "Liens").

c. Inasmuch as the Seller has agreed to duly pay, perform and discharge any liabilities
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