INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 7, 2006, by and among HOME ENERGY SAVINGS CORP, INC., a Nevada corporation (the "Company"), and the undersigned investors listed on...Registration Rights Agreement • October 18th, 2006 • Elite Flight Solutions Inc • Air transportation, nonscheduled • New Jersey
EXHIBIT 99.8 ------------ ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of June 9, 2003, by CARCORP USA CORPORATION, a Delaware corporation (the "COMPANY"); the Buyer(s) listed on the Securities...Escrow Agreement • August 28th, 2003 • Elite Flight Solutions Inc • Miscellaneous business credit institution • Delaware
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of September 7, 2006, by and among HOME ENERGY SAVINGS CORP, INC., a Nevada corporation (the "Company"), and the Buyers listed on Schedule I attached hereto...Securities Purchase Agreement • October 18th, 2006 • Elite Flight Solutions Inc • Air transportation, nonscheduled • New Jersey
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of September 7, 2006, by and between HOME ENERGY SAVINGS CORP, INC., a Nevada corporation with its principal place of business located at 133 Salem...Security Agreement • October 18th, 2006 • Elite Flight Solutions Inc • Air transportation, nonscheduled • New Jersey
EAB GUARANTY ------------------------------------------------------------------ -------------- Guaranty made and delivered on July 28, 2000 by the undersigned (herein collectively called "Guarantor"), To EUROPEAN AMERICAN BANK ("Creditor") on behalf...Guaranty • January 10th, 2002 • Carcorp Usa Corp • Miscellaneous business credit institution • New York
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS September 7, 2006 Executive Registrar & Transfer Agency, Inc. 3615 South Huron Street #104 Englewood, Colorado 80110 RE: HOME ENERGY SAVINGS CORP, INC. Ladies and Gentlemen: Reference is made to that certain...Securities Purchase Agreement • October 18th, 2006 • Elite Flight Solutions Inc • Air transportation, nonscheduled
RECITALS: ---------Share Exchange Agreement • June 6th, 2003 • Carcorp Usa Corp • Miscellaneous business credit institution
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of February 14, 2006, by and among ELITE FLIGHT SOLUTIONS, INC., a Delaware corporation (the "Company"), and the Buyer(s) listed on Schedule I...Securities Purchase Agreement • February 28th, 2006 • Elite Flight Solutions Inc • Air transportation, nonscheduled • New Jersey
EXHIBIT 99.20 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective the 15th day of April, 2004 by and between Funding Enterprises , Inc. (the "Consultant"), whose principal place of business is 713 S....Consulting Agreement • April 28th, 2004 • Elite Flight Solutions Inc • Air transportation, nonscheduled • Florida
EXHIBIT 99.12 CARCORP USA CORPORATION PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 28th, 2003 • Elite Flight Solutions Inc • Miscellaneous business credit institution • New York
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Security Agreement") is made as of the date set forth on the signature page hereof (the "Effective Date") by AMERICAN AIR NETWORK ALASKA, INC., a Nevada corporation (the "Debtor"), in favor of HOME...Security Agreement • October 18th, 2006 • Elite Flight Solutions Inc • Air transportation, nonscheduled
No. HESV-1 $200,000 HOME ENERGY SAVINGS CORP, INC. Secured Convertible Debenture Due September 7, 2008 This Secured Convertible Debenture (the "Debenture") is issued by HOME ENERGY SAVINGS CORP, INC., a Nevada corporation (the "Obligor"), to CORNELL...Debenture Agreement • October 18th, 2006 • Elite Flight Solutions Inc • Air transportation, nonscheduled
ASSIGNMENTAssignment • October 18th, 2006 • Elite Flight Solutions Inc • Air transportation, nonscheduled • Nevada
EXHIBIT 10.1 ------------Aircraft Lease Agreement • August 28th, 2003 • Elite Flight Solutions Inc • Miscellaneous business credit institution • Arizona
EXHIBIT 10.2 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 14, 2006, by and among ELITE FLIGHT SOLUTIONS, INC., a Delaware corporation (the "Company"), and the undersigned investors...Investor Registration Rights Agreement • March 22nd, 2006 • Elite Flight Solutions Inc • Air transportation, nonscheduled • New Jersey
WITNESSETHConsulting Agreement • August 5th, 2002 • Carcorp Usa Corp • Miscellaneous business credit institution • California
AndAsset Sale Agreement • April 11th, 2005 • Elite Flight Solutions Inc • Air transportation, nonscheduled • New Jersey
EXHIBIT 99.4 ------------ EQUITY LINE OF CREDIT AGREEMENT ------------------------------- AGREEMENT dated as of the 9 day of June 2003 (the "AGREEMENT") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"), and CARCORP...Equity Line of Credit Agreement • August 28th, 2003 • Elite Flight Solutions Inc • Miscellaneous business credit institution • Delaware
PLAN OF MERGER --------------Plan of Merger • June 6th, 2003 • Carcorp Usa Corp • Miscellaneous business credit institution • Nevada
WITNESSETHConsulting Agreement • August 5th, 2002 • Carcorp Usa Corp • Miscellaneous business credit institution • California
ANDReal Estate Sale Agreement • April 11th, 2005 • Elite Flight Solutions Inc • Air transportation, nonscheduled • New Jersey
ESCROW AGREEMENT (American Air Network Alaska, Inc.) This ESCROW AGREEMENT (the "Agreement"), dated as of the 24th day of August, 2006, by and among AMERICAN AIR NETWORK ALASKA, INC., a Nevada corporation ("AANA"), HOME ENERGY SAVINGS CORP, a Nevada...Escrow Agreement • October 18th, 2006 • Elite Flight Solutions Inc • Air transportation, nonscheduled • Washington
STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement") executed this 24th day of August, 2006, is made and entered into by and between DOUGLAS P. GILLILAND (the "Purchaser") and HOME ENERGY SAVINGS CORP, a Nevada corporation, formerly...Stock Purchase Agreement • October 18th, 2006 • Elite Flight Solutions Inc • Air transportation, nonscheduled • Nevada
EXHIBIT 10.7 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS February 14, 2006 Executive Registrar & Transfer Agency, Inc. 3615 South Huron Street #104 Englewood, Colorado 80110 RE: ELITE FLIGHT SOLUTIONS, INC. Ladies and Gentlemen: Reference is made to that...Irrevocable Transfer Agent Instructions • February 28th, 2006 • Elite Flight Solutions Inc • Air transportation, nonscheduled
ANDMembership Purchase Agreement • April 11th, 2005 • Elite Flight Solutions Inc • Air transportation, nonscheduled • New Jersey
EXHIBIT 10.2 -------------Aircraft Lease • August 28th, 2003 • Elite Flight Solutions Inc • Miscellaneous business credit institution • New York
RECITALS:License and Purchase Option Agreement • June 6th, 2006 • Elite Flight Solutions Inc • Air transportation, nonscheduled • Virginia
EXHIBIT 10.9 AIRCRAFT LEASE-PURCHASE AGREEMENT THIS AIRCRAFT LEASE-PURCHASE AGREEMENT ("Lease" or "Agreement"), executed as of January 5, 2004 but made effective January 1, 2004 ("Effective Date"), is between THUNDER AVIATION ACQUISITIONS, INC., a...Aircraft Lease-Purchase Agreement • May 17th, 2004 • Elite Flight Solutions Inc • Air transportation, nonscheduled • Missouri
HANGAR LEASE AGREEMENTHangar Lease Agreement • August 28th, 2003 • Elite Flight Solutions Inc • Miscellaneous business credit institution
This lease agreement is made and entered into this /s/ 17th day of /s/ April, 20/s/ 03, by and between the above parties. Lessor hereby leases and demises unto Lessee upon the following terms and conditions:
WITNESSETH ----------Consulting Agreement • August 22nd, 2002 • Carcorp Usa Corp • Miscellaneous business credit institution • California
AMENDMENT NO. 1 CONSULTING AGREEMENT A Consulting Agreement (the "Consulting Agreement" or "Agreement") was made as of January 20, 2002 by and between Mark L. Baum (hereinafter referred to as "Consultant"), an individual and CarCorp USA, Inc....Consulting Agreement • August 22nd, 2002 • Carcorp Usa Corp • Miscellaneous business credit institution
WITNESSETHConsulting Agreement • August 22nd, 2002 • Carcorp Usa Corp • Miscellaneous business credit institution • California
EXHIBIT 10.5 AIR AMBULANCE SERVICES AGREEMENT PARTIESAir Ambulance Services Agreement • August 28th, 2003 • Elite Flight Solutions Inc • Miscellaneous business credit institution • Alaska
EMPLOYMENT AGREEMENT (Bruce Edwards)Employment Agreement • March 22nd, 2006 • Elite Flight Solutions Inc • Air transportation, nonscheduled • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of March, 2006 (the “Effective Date”), by and between ELITE FLIGHT SOLUTIONS, INC., a Delaware corporation (“Employer”), and Bruce Edwards, an individual residing in Ashburn, Virginia (“Employee”).
EXHIBIT 10.3 COMMERCIAL LEASE AGREEMENT This Commercial Lease Agreement ("Lease") is made and effective February 1, 2000, by and between Carcorp Ventures, Inc. ("Landlord") and Carcorp USA, Inc., ("Tenant"). Landlord is the owner of land and...Commercial Lease Agreement • January 10th, 2002 • Carcorp Usa Corp • Miscellaneous business credit institution
