February 1, 2007

Exhibit 10.6

February 1, 2007

Greens Worldwide Incorporated

000 Xxxxxxxx Xxxxxx Xxxx

Hertford, North Carolina 29744

Attn: Xxxxxxx X. Xxxxxxx

Re: Waiver of Defaults under Securities Purchase Agreements

Dear Xxxx:

Reference is made to that certain Securities Purchase Agreement dated as of September 16, 2005 among Greens Worldwide Incorporated (the “Company), AJW Partners, LLC (“AJW Partners”), AJW Offshore, Ltd. (“AJW Offshore”), AJW Qualified Partners, LLC (“AJW Qualified Partners”) and New Millennium Capital Partners II, LLC (“New Millennium” and together with AJW Partners, AJW Offshore and AJW Qualified Partners, the “Purchasers”), that certain Securities Purchase Agreement dated as of July 31, 2006 among the Company and the Purchasers, that certain Securities Purchase Agreement dated as of September 19, 2006 among the Company and the Purchasers, that certain Letter Agreement dated as of October 13, 2006 among the Company and the Purchasers and that certain Letter Agreement dated as of November 20, 2006 among the Company and the Purchasers (as at any time amended, collectively, the “Purchase Agreements”).

Purchasers hereby waive any and all defaults by the Company under the Purchase Agreements and any other certificate, agreement, document or other instrument relating to the Purchase Agreements (collectively, the “Related Agreements”) in existence on the date hereof. Except as otherwise provided in this letter, in no event shall such waiver be deemed to constitute a waiver of the Company’s obligation to comply with all of the terms and conditions of the Purchase Agreements and Related Agreements from and after the date hereof. Notwithstanding any prior terms of any contracts between the parties, any and all amounts due and payable under the Purchase Agreements and the Related Agreements shall be due on or before February 8, 2008.

This letter may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

[SIGNATURE PAGE TO FOLLOW]

February 1, 2007

Page 2

Sincerely,
AJW PARTNERS, LLC
By:		SMS Group, LLC
		By:		/s/    Xxxxx X. Xxxxxxxx
				Xxxxx X. Xxxxxxxx, Manager
AJW OFFSHORE, LTD.
By:		First Street Manager II, LLC
		By:		/s/    Xxxxx X. Xxxxxxxx
				Xxxxx X. Xxxxxxxx, Manager
AJW QUALIFIED PARTNERS, LLC
By:		AJW Manager, LLC
		By:		/s/    Xxxxx X. Xxxxxxxx
				Xxxxx X. Xxxxxxxx, Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By:		First Street Manager II, LLC
		By:		/s/    Xxxxx X. Xxxxxxxx
				Xxxxx X. Xxxxxxxx, Manager

February 1, 2007

Page 3

SEEN AND AGREED:

GREENS WORLDWIDE INCORPORATED
By:		/s/    Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx, President and Chief Executive Officer