Common use of FINANCIAL ADVISORY AND INVESTMENT BANKING SERVICES Clause in Contracts

FINANCIAL ADVISORY AND INVESTMENT BANKING SERVICES. (a) For the 10 month period commencing on July 1, 2006 ending on April 30, 2007 (the "Term"), the Agent shall provide the Company with such regular and customary financial advice as is reasonably requested by the Company, provided that the Agent shall not be required to undertake duties not reasonably within the scope of the financial advisory or investment banking services contemplated by this Agreement. It is understood and acknowledged by the Parties that the value of the Agent's advice is not readily quantifiable, and that the Agent shall be obligated to render advice upon the request of the Company, in good faith, but shall not be obligated to spend any specific amount of time in so doing. (b) The Agent's duties may include, but will not necessarily be limited to, providing recommendations concerning the following financial and related matters: 1. Disseminating information about the Company to the investment community at large; 2. Rendering advice and assistance in connection with the preparation of reports or other communications to shareholders or creditors; 3. Assisting in the Company's financial public relations; 4. Arranging, on behalf of the Company, at appropriate times, meetings with securities analysts or other representatives of major regional and national investment banking firms; 5. Rendering advice with regard to any of the following corporate finance matters: i. changes in the capitalization of the Company; ii. changes in the Company's financial structure; iii. redistribution of shareholdings of the Company's stock; iv. offerings of securities in public transactions; v. sales of securities in private transactions; vi. alternative uses of corporate assets; and vii. structure and use of debt. (c) In addition to the foregoing, the Agent agrees to furnish advice to the Company as reasonably requested by the Company in connection with (i) the acquisition and/or merger of or with other companies, divestiture of assets or any other similar transaction, or the sale of the Company itself (or any significant percentage of the Company or its assets, subsidiaries or affiliates thereof), and (ii) bank financings or any other financing from financial institutions or venture capitalists (including but not limited to lines of credit, performance bonds, letters of credit, loans or other financings). (d) The Agent shall render such other financial advisory and investment and/or investment banking services as may from time to time be agreed upon by the Agent and the Company.

FINANCIAL ADVISORY AND INVESTMENT BANKING SERVICES. 1.1 FINANCIAL ADVISORY AND INVESTMENT BANKING SERVICES (a) For the 10 12 month period commencing on July 1, 2006 ending on April 30, 2007 (following the "Term")date of this Agreement, the Agent shall provide the Company with such regular and customary financial advice as is reasonably requested by the Company, provided that the Agent shall not be required to undertake duties not reasonably within the scope of the financial advisory or investment banking services contemplated by this Agreement. It is understood and acknowledged by the Parties that the value of the Agent's advice is not readily quantifiable, and that the Agent shall be obligated to render advice upon the request of the Company, in good faith, but shall not be obligated to spend any specific amount of time in so doing. (b) . The Agent's duties may include, but will not necessarily be limited to, providing recommendations concerning the following financial and related matters: 1. Disseminating information about the Company to the investment community at large; 2. Rendering advice and assistance in connection with the preparation of reports or other communications to shareholders or creditors; 3. Assisting in the Company's financial public relations; 4. Arranging, on behalf of the Company, at appropriate times, meetings with securities analysts or other representatives of major regional and national investment banking firms; 5. Rendering advice with regard to internal operations, including: i. the formation of corporate goals and their implementation; ii. the Company's corporate structure and its divisions or subsidiaries; iii. corporate organization and personnel; and iv. securing, when and if necessary and possible, additional financing through banks and/or insurance companies; and 6. Rendering advice with regard to any of the following corporate finance matters: i. changes in the capitalization of the Company; ii. changes in the Company's financial structure; iii. redistribution of shareholdings of the Company's stock; iv. offerings of securities in public transactions; v. sales of securities in private transactions; vi. alternative uses of corporate assets; and; vii. structure and use of debt; and viii. sales of stock by insiders pursuant to Rule 144 or otherwise. (cb) In addition to the foregoing, the Agent agrees to furnish advice to the Company as reasonably requested by the Company in connection with (i) the acquisition and/or merger of or with other companies, divestiture of assets or any other similar transaction, or the sale of the Company itself (or any significant percentage of the Company or its assets, subsidiaries or affiliates thereof), and (ii) bank financings or any other financing from financial institutions or venture capitalists (including but not limited to lines of credit, performance bonds, letters of credit, loans or other financings). (dc) The Agent shall render such other financial advisory and investment and/or investment banking services as may from time to time be agreed upon by the Agent and the Company.

FINANCIAL ADVISORY AND INVESTMENT BANKING SERVICES. 1.1 Financial Advisory And Investment Banking Services (a) For the 10 12-month period commencing on July 1, 2006 ending on April 30, 2007 the effective date of this Agreement as set forth in Section 1.4 below (the "TermEffective Date"), the Agent shall provide the Company with such regular and customary financial advice as is reasonably requested by the Company, provided that the Agent shall not be required to undertake duties not reasonably within the scope of the financial advisory or investment banking services contemplated by this Agreement. It is understood and acknowledged by the Parties that the value of the Agent's advice is not readily quantifiable, and that the Agent shall be obligated to render advice upon the request of the Company, in good faith, but shall not be obligated to spend any specific amount of time in so doing. (b) . The Agent's duties may include, but will not necessarily be limited to, providing recommendations concerning the following financial and related matters: 1. Disseminating information about the Company to the investment community at large; 2. Rendering advice and assistance in connection with the preparation of reports or other communications to shareholders or creditors; 3. Assisting in the Company's financial public relations; 4. Arranging, on behalf of the Company, at appropriate times, meetings with securities analysts or other representatives of major regional and national investment banking firms; 5. Rendering advice with regard to any of the following corporate finance matters: i. changes in the capitalization of the Company; ii. changes in the Company's financial structure; iii. redistribution of shareholdings of the Company's stock; iv. offerings of securities in public transactions; v. sales of securities in private transactions; vi. alternative uses of corporate assets; and; vii. structure and use of debt; and viii. sales of stock by insiders pursuant to Rule 144 or otherwise. (cb) In addition to the foregoing, the Agent agrees to furnish advice to the Company as reasonably requested by the Company in connection with (i) the acquisition and/or merger of or with other companies, divestiture of assets or any other similar transaction, or the sale of the Company itself (or any significant percentage of the Company or its assets, subsidiaries or affiliates thereof), and (ii) bank financings or any other financing from financial institutions or venture capitalists (including but not limited to lines of credit, performance bonds, letters of credit, loans or other financings). (dc) The Agent shall render such other financial advisory and investment and/or investment banking services as may from time to time be agreed upon by the Agent and the Company.

FINANCIAL ADVISORY AND INVESTMENT BANKING SERVICES. (a) For the 10 24-month period commencing on July 1, 2006 ending on April 30, 2007 the effective date of this Agreement as set forth in Section 1.4 below (the "TermEffective Date"), the Agent shall provide the Company with such regular and customary financial advice as is reasonably requested by the Company, provided that the Agent shall not be required to undertake duties not reasonably within the scope of the financial advisory or investment banking services contemplated by this Agreement. It is understood and acknowledged by the Parties that the value of the Agent's advice is not readily quantifiable, and that the Agent shall be obligated to render advice upon the request of the Company, in good faith, but shall not be obligated to spend any specific amount of time in so doing. (b) . The Agent's duties may include, but will not necessarily be limited to, providing recommendations concerning the following financial and related matters: 1. Disseminating information about the Company to the investment community at large; 2. Rendering advice and assistance in connection with the preparation of reports or other communications to shareholders or creditors; 3. Assisting in the Company's financial public relations; 4. Arranging, on behalf of the Company, at appropriate times, meetings with securities analysts or other representatives of major regional and national investment banking firms; 5. Rendering advice with regard to any of the following corporate finance matters: i. changes in the capitalization of the Company; ii. changes in the Company's financial structure; iii. redistribution of shareholdings of the Company's stock; iv. offerings of securities in public transactions; v. sales of securities in private transactions; vi. alternative uses of corporate assets; and; vii. structure and use of debt; and viii. sales of stock by insiders pursuant to Rule 144 or otherwise. (cb) In addition to the foregoing, the Agent agrees to furnish advice to the Company as reasonably requested by the Company in connection with (i) the acquisition and/or merger of or with other companies, divestiture of assets or any other similar transaction, or the sale of the Company itself (or any significant percentage of the Company or its assets, subsidiaries or affiliates thereof), and (ii) bank financings or any other financing from financial institutions or venture capitalists (including but not limited to lines of credit, performance bonds, letters of credit, loans or other financings). (c) For the 24-month period commencing on the Effective Date (as defined below), the Consultant shall provide the Company with such regular and customary advice regarding a potential promotional offering to flyers on the Company's helicopter shuttle service of common stock of the Company (the "Promotional Offering"), which stock shall be registered in a registration statement to be filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), as is reasonably requested by the Company, provided that the Consultant shall not be required to undertake duties not reasonably within the scope of the advisory services contemplated by this Agreement. The Consultant's duties may include, but will not necessarily be limited to, providing recommendations concerning the following matters: 1. Rendering advice and assistance in connection with the Promotional Offering; 2. Assisting in the Company's investor relations relating to the Promotional Offering; and 3. Assisting in the Company's financial public relations relating to the Promotional Offering. (d) The Agent shall render such other financial advisory and investment and/or investment banking services as may from time to time be agreed upon by the Agent and the Company.