JETLUX, INC
AVENTURA, FLORIDA

"Agreement" shall mean Jetlux Charter Agreement including the Itinerary and any appendices or attachments thereto; "Jetlux" means Jetlux, Inc., the charter broker 2.1 The Charterer shall pay to Jetlux the Charter Price at the time, in the currency, in the amounts and to the address specified in accordance with the provisions set out therefor in the Agreement. 2.2 In the unlikely event of a substantial increase in fuel costs, between the Effective Date of the agreement and the date of Flight operations, the Charterer may be required to pay to Jetlux such amount as shall fully compensate Jetlux for such increase. 2.4 No set-off or counterclaim (whether arising in respect of this Agreement or any other carriage) shall entitle the Charterer to withhold payment of any sums whatsoever payable to Jetlux under or by reason of this Agreement. In the event that the Charterer is required to withhold any part of any payment payable by it to Jetlux hereunder or to make any deduction therefrom, it shall pay such additional amount as may be necessary so that, after making such withholding or deduction, Jetlux shall receive from the Charterer the full amount of such payment. 3.1 Jetlux shall procure the Operator to provide the Aircraft at the commencement of the Flight properly manned and equipped fueled and airworthy in accordance with the laws and regulations of the Federal Aviation Administration or other equivalent foreign agency, and the Aircraft shall be operated in accordance with all applicable laws and regulations during the period of the Flight(s). In the event that any Flight is delayed through no fault of Jetlux or the Operator, the Charterer shall pay to Jetlux demurrage at the rate set out in the Itinerary. 3.4 Jetlux may at its discretion and without prior notice substitute the Aircraft and/or the Operator and such substitute aircraft and substitute carrier shall, for the purposes of this Agreement, be the Aircraft and the Operator hereunder. Jetlux shall assure that the Operator shall supply or procure the supply of passenger tickets, baggage checks, air waybills and all other necessary documents relating to the carriage undertaken pursuant to this Agreement and the Charterer shall give to Jetlux all necessary information and assistance to complete such documents as soon as possible after the making of this Agreement and, in any event, in sufficient time to be completed for issue to passengers. 5.1 The Charterer shall be solely responsible for ensuring that passengers and their baggage arrive at the specified check-in point at the departure airport in sufficient time to be carried on any Flight. In the event that any passenger of the Charterer fails to arrive in sufficient time to be carried on the Flight Jetlux shall be under no liability whatsoever to the Charterer nor to such passenger. Jetlux shall be under no obligation hereunder to make any alternative arrangements for any such passenger. If the Operator, in its absolute discretion, arranges for any such passenger to be carried on a later flight, the Charterer shall pay on demand to Jetlux such additional sum that Jetlux may specify for each such passenger to cover applicable passenger taxes and the administrative costs of the Operator and Jetlux thereby incurred. 5.2 In the event of any delay (other than any delay for technical reasons the responsibility for which shall lie with the Operator) deviation or diversion of any flight, the Charterer shall be solely responsible for any and all accommodation, refreshments, meals, transportation or any other additional costs, expenses, losses, damages or liabilities of whatsoever nature incurred in respect of the Charterer's passengers wherever and howsoever the same shall arise. All such costs, expenses, losses, damages or liabilities incurred by Jetlux shall be reimbursed by the Charterer to Jetlux on demand. 5.3 In the event that any passenger of the Charterer is refused entry at any destination airport, the Charterer shall indemnify and keep indemnified Jetlux, its officers, employees, agents and Jetluxs against any and all cost or expense whatsoever incurred by Jetlux in respect thereof (including but not limited to charges, fee, penalties, imposts or other expenses levied upon the Operator or Jetlux by any immigration authority) or of any arrangements made by the Operator and/or Jetlux to return such passengers to the country from which such passenger was originally carried. Any agreement between the Operator and Jetlux in respect of the Aircraft is terminated for whatever reason; the Operator has an administrator, receiver, administrative receiver, trustee or other like person appointed over a part or all of its assets or business (or any event analogous thereto occurs in any jurisdiction in which the Operator conducts its business) and as a result the Operator is unable to perform the Flights at the same cost to the Operator; If the Operator becomes insolvent, enters into voluntary bankruptcy or is compulsorily wound up (or any event analogous thereto occurs in any jurisdiction in which the Operator conducts its business); The Operator, for whatever reason, fails to hold or maintain a Part 135 Certificate, then Jetlux shall use its reasonable endeavors to find an alternative carrier to operate such flights as may be affected by the occurrence of any of the above events ("the Affected Flights"), at the same cost to the Charterer. 6.2 The Charterer shall hold harmless and indemnify Jetlux against all claims, demands, liabilities, actions, proceedings and costs of any kind whatsoever arising from any default on the part of the Charterer or any passenger of the Charterer in complying with any of the provisions of this Agreement. 7.1 Jetlux shall be under no liability to the Charterer or to any passenger of the Charterer in respect of any variation to or cancellation of any Flight or the non-availability of any seats which results from the acts or omissions of the Operator, or for any failure by the Operator to perform any Flight and the Charterer hereby acknowledges to Jetlux that in any such event the Charterer shall only have recourse against the Operator. Charterer further recognizes that Jetlux is a charter broker and not a FAR Part 135 operator, and thus does not have operational control over any charter flight, as same is defined in the Federal Aviation Regulations.