Agreement For Exchange of Stock For Assets

THIS AGREEMENT for the Exchange of Stock for Assets is made effective as of the 8th day of September, 2004.


BETWEEN:


SERVICE AIR GROUP INC., a British Columbia, Canada
corporation


("SA/CA")


AND:


SERVICE AIR GROUP, INC., a New Jersey corporation


("SAG")


RECITALS


WHEREAS:


A. SA/CA and its shareholders desire to sell and transfer to SAG , all of
their right, title, and interest in and to all of the assets of SA/CA
(excluding all licenses as per Canadian Transportation Agency (CTA)
requirements) in exchange for certain shares of SAG's common stock
described herein;


B. SAG is willing and desirous of acquiring the assets of SA/CA, in exchange
for SAG shares of common stock to be issued to SA/CA for the consideration
and upon the terms and conditions as set forth below; and


C. The parties desire to make this transaction a tax-free exchange of stock
under the tax laws of the United States, insofar as possible.


AGREEMENT


NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties have agreed as follows:


1. Consideration, Sale, Exchange of Shares


1.1 At the closing herein, SA/CA agrees to sell, assign, transfer and convey,
exclusively to SAG, all of SA/CA's right, title, and interest, in and to
the following asset ("Asset"):


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(a) "100% of the Projected Net Income of SA/CA, and 100% of the assets
listed on its financial statements prepared by "Kanster Johal
(Chartered Accountants)" dated Feb. 19, 2004" (excluding all licenses
as per Canadian Transportation Agency (CTA) requirements)."


(b) SAG agrees to issue 4,125,000 shares (the "SAG Shares") of its
restricted common stock to SA/CA. The approval of three-quarters of
the SA/CA shareholders shall be required to approve this Agreement.


2. Closing
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2.1 The closing ("Closing") of this transaction shall be within 30 days from
the date of execution hereof (subject to extension upon the mutual
agreement of the parties), at the offices of SA/CA located at:


Vancouver International Airport
5455 Airport Road South
Richmond, B.C. Canada VB 1B5
Tel: (604)-233-7727; Fax :( 604)-233-7030


2.2 At Closing:


(a) SA/CA will execute and deliver such further agreements or documents in
order to sell, assign, convey, and deliver to SAG all of SA/CA's
right, title, and interest in and to the Assets defined above;


(b) SAG will pay and deliver to SA/CA or its nominees or assigns, the SAG
Shares.


3. Representation and Warranties of SA/CA
--------------------------------------


SA/CA represents and warrants that:


3.1 SA/CA is a corporation duly organized, validly existing, and in good
standing under the laws of the Province of British Columbia, Canada; it has
all of the authority necessary to enter into this agreement and be bound by
the terms and covenants of performance herein.


3.2 SA/CA will be acquiring the SAG Shares for its own account and not with a
view to any distribution within the meaning of the Securities Act of 1933,
as amended (the "Act"). As a "purchaser", SA/CA acknowledges that it has
been advised and is aware that:


(a) the issuer of the shares (SAG ) is relying upon an exemption from
registration under the Act predicated upon the representations and
warranties of SA/CA contained in this Agreement; and


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(b) the SAG Shares issued to SA/CA pursuant to this Agreement will be
restricted stock within the meaning of the rules and regulations
(Rules) promulgated by the United States Securities and Exchange
Commission (SEC) pursuant to the Act.


Unless, and until, the SAG Shares are registered under the Act, they will
be subject to limitations upon resale set forth in the Rules or in other
administrative interpretations by the SEC in effect at the time of the
proposed sale or other disposition. SA/CA hereby irrevocably and
unconditionally agrees not to issue any new stock/shares to anyone from the
date of closing and agrees that its financial statements can be audited any
time by SAG at its sole discretion and that SA/CA will act exclusively as
an operational wing of SAG from the Closing.


3.3 SA/CA has received all of the information it considers necessary or
appropriate for determining whether to acquire the SAG Shares pursuant to
this Agreement. SA/CA is familiar with the business, affairs, risks and
properties of SAG. SA/CA has had an opportunity to ask questions of and
receive answers from SAG and its officers, directors and other
representatives regarding SAG and the terms and conditions of the offering
of the SAG Shares. SA/CA has had the opportunity to obtain any additional
information SAG possesses or could acquire without unreasonable effort or
expense, necessary to verify the accuracy of the information furnished.


3.4 SA/CA has such knowledge and expertise ...