CARIBEX, INC.  Management offers a  program where we deliver 100% of the maintenance , training and security operations of your aircraft.

We offer a Turnkey Aircraft

Management program where we take care of all the day-to-day responsibility and management of your aircraft --

Exclusive Cost Efficiencies
By contracting with CARIBEX, INC.   you can save thousands of dollars.  We can arrange fuel discounts, Registry offshore ( Aruba) which can save considerable money. Additional discounts with insurance carriers, maintenance providers and simulator-based training suppliers are also passed on to the aircraft owner.

Impeccable Safety Record
As part of the private and commercial aviation business for over 40 years, we have, due to our commercial background, managed more flight miles and more flights than any purely corporate aircraft operation worldwide and, we have maintained an impeccable safety record.

Our pilots are highly experienced professionals and exceptionally well trained. We require all of our pilots to have an Airline Transport Pilot (ATP) license and a minimum of 5,000 flight hours for captains and 2,000 flight hours for first officers --  all our pilots must exceed the training standards set by the JAA or FAA. We personally fly with our pilots and insist on simulator based re current training. We place 2 rated pilots on all of our flights as well as qualified cabin attendants on larger aircraft.

 
Personal Account Team
Our clients are assigned a personal Account Team led by a single point of contact, with a dedicated customer service specialist available 24/7. This team also includes technical experts from fleet maintenance, operations and accounting -- all working in unison with your interests in mind.

Your Asset Maintained at Peak Level
Under our Turnkey Aircraft Management program, your aircraft will be maintained to its utmost performance level. Every aircraft that we have managed must pass a rigorous conformity inspection such as you have recently done.

Your aircraft will be maintained to the strictest of standards. Our Managed Aircraft are held to the same conformity and maintenance standards as are the commercial carriers.

In addition, all aircraft must pass annual, random safety audits by our Standards and Security Department so you'll be confident that your aircraft is always flying at its highest performance and safety level.

Putting Your Best Interests First
Every decision that we make regarding your aircraft puts your best interests first. Whether it is an aircraft part being purchased, a pilot hired or a charter flight being scheduled on your aircraft -- the decision is carefully evaluated to maximize the benefit to you. Safety Is always first in our priorities,

How we do this:

We will open offices near the aircraft base of operations in Barcelona and arrange for a full time staff member who is also a rated pilot to provide accounting and management programs that will provide you with the information you need to effectively cost control your aircraft investment.

We will provide monthly reports that reflect the hours and cycles on the aircraft, routings, passengers carried, cost of the flight and ground operations presented in a understandable format.

Scheduled Maintenance:

We will provide advance forecasts of down times for inspections and maintenance that is coming due so you can better schedule the use of your aircraft.

Insurance:

We will work with your administrative offices to ensure that copies of the aircraft insurance policies are kept in a secure location and that the amount of liability and hull coverage is adequate for all your requirements.

Registry

We can register you aircraft in the United States to facilitate avoidance of any VAT and registrations taxes that have made aviation so terribly expensive for EU owners.

All crew members will be CARIBEX, INC. employees so as to further reduce your liability and the many difficulties of offering direct employment. All the managed aircraft contract crews and staff will be employed by the off- shore corporation.

Payments:

CARIBEX, INC. has developed a vastly simplified and effective methodology for handling the myriad expenses that are encountered every day in aircraft management.

We use a Corporate credit card) that will be supplied by you with a general merchant authorization  permitting  CARIBEX, INC.   to charge 100% of the operational and management cost to the card on a monthly and timely basis. This means that we will provide you with a budget which we will agree on and following that, CARIBEX, INC.  will charge the card for the various items that appear on the approved budget.

We, in this way, do not constantly send invoices to your payables department for each and every item appearing on the aviation budget.

Perhaps more importantly, as aviation payments often have to be made in advance or when immediately incurred, such as fuel and handling, landing fees, crew hotels, etc. By handling the vendor agreements in this way, we will establish credit and 100% of the operational and management expenses will be handled in an expeditious way.

How does this work ?

CARIBEX, INC. , in order to establish credit with COLT fuel and Aviation Service company, canl, for example, send them a cash deposit  based on a charge to the Credit card wherein the proceeds are paid into our accounts. This deposit allows CARIBEX, INC to be awarded a COLT credit card and, as an established card holder, thereby charge our flight planning, handling and fueling costs whenever we use COLT.

In a similar manner, we will establish credit with Universal flight services for the same purposes as well as Jeppessen for navigation publications, Universal for the navigation data base and various maintenance facilities, office rent, aircraft insurance, phones, supplies, crew and staff salaries, etc. Everything we will need to operate your aircraft safely and efficiency will be arranged as a charge to the same accounts.

You will receive a monthly statement from American Express and from CARIBEX, INC.   that will tally with the approved budget. Thus, you can be assured of only a single payment each month for the operation of your aircraft. Nothing we know of works this well and is this simple.

What do we do on a daily basis:

·        Open offices and  locate hangar space

·        Employ, train & schedule experienced pilots & cabin staff

·        Employ an office manager/ Dir maintenance

·        Obtain credit from all required vendors

·        Build the ships library

·        Arrange and pay for the aircraft’s insurance

·        Arrange for the off shore registration

·        Order services from a number of vendors

·        Obtain communications for the crew including SAT phone

·        Schedule all inspections

·        Ensure that the aircraft meets all scheduled maintenance Requirements

·        Maintain the ships historical records in a digital professional format

·        Receive and process all flight requests

·        Provide professional flight following

·        Obtain clearances, file flight plans

·        Arrange catering

·        Arrange hotels for the crews

·        Arrange ground transportation for crews and company personnel

·        Arrange & confirm handlers at all destinations

·        Schedule all ships maintenance

·        Log all manufactures service bulletins and maintenance alerts

·        Make payments to the engine insurer Honeywell

·        Deliver concise monthly operational and expense reports

·        Schedule aircraft cleaning and refurbishment when needed

The CARIBEX, INC.   Employment Handbook

CARIBEX, INC.   provides initial indoctrination training to the personnel involved in your aircraft.

We have an Employment Manual that forms the basis of the crew performance covering every aspect of their daily work.

We will establish communications guidelines and company identification such that out crews and scheduling personnel will become very familiar with the owners requirements and travel plans.

This concludes our presentation. There remains a review of our Management Agreement.

CARIBEX, INC.

AIRCRAFT MANAGEMENT AGREEMENT

DRAFT COPY

This agreement is between CARIBEX, INC., a company with an address AT ________________________herein referred to as the MANAGEMENT COMPANY and, ____________with an address at __________________________ and herein referred to as the Client or Owner. 

Whereas the Client is desirous of leasing a Hawker-700 executive private transport aircraft,  Serial Number ______ registration number, __________ as per the specifications attached herein, under management and whereas the Management Company, with significant experience in the management and operations of private and commercial aircraft worldwide, is ready, wiling and able to offer such management, therefore, the parties agree as follows:

1.      BASE AND SCOPE OF OPERATIONS: The aircraft is to be based in __________( or, as  specified by the Client) and operated with worldwide authority on schedules as determined by the client  by the management Company as follows:

2. MANAGEMENT:  The Management Company FEE covers all aspects of the aircraft’s management and operation. The budget shall be funded by the client on a monthly basis, one month in advance. A preliminary copy of this budget is attached as part and parcel of this agreement. The Client understands and agrees that this agreement, as all aircraft management agreements, is designed on a cost plus basis and therefore, all expenses involved in the management and operation of the aircraft shall be the sole responsibility of the Client.

3. HANGAR: The management company shall make best efforts to rent and maintain a hangar for the aircraft. The cost for the hangar is included in the monthly management fee.

4. SCHEDULING: The Management Company shall provide scheduling and dispatch on a 24/7 basis ( subject to a single crew) including providing charter aircraft whenever necessary as directed by the Client The costs for this service is included in the fixed management fee.

5. FLIGHT CREW:  ( 3 Pilots) The management Company shall retain two highly experienced pilots with significant international experience along with one management pilot that is available to cover crew illness, vacations, etc. Cabin staff also professionally trained, will be included as regular staff on larger aircraft.  These personnel shall be retained under contract and not as regular employees. The Client shall have final approval over the pilots and cabin staff and the management Company shall replace any pilot deemed unsatisfactory by the Client. It is understood that a single flight crew is being provided as the agreement is presently structured. The Client understands that the dispatch of flights shall be limited by reasonable flight duty and rest periods such that following 10 hours of logged flight in any single day, the crew shall have 24 hours free from duty and at least 24 contiguous hours off  for every 6 days of duty. Vacations shall be scheduled to coincide with aircraft maintenance events to the greatest extend practical.

6. ACCOUNTING AND RECORD KEEPING: The management company shall rent office space at the principal base as defined by the Client. The Director of Maintenance provided by the management Company shall maintain the aircraft’s historical records in a professional status at all times. The flight, cycle and calendar data shall be forwarded to an appropriate historical records company. All terminated inspection task cards shall be accounted for and properly entered into the ships records. The ships logs shall be organized and copies of all flights logs forwarded to the Client on a monthly basis.

7. FUEL PAYMENTS: Fuel will be paid for by charge to fuel credit accounts. The management company will obtain fueling cards and authority from a number of companies such as Universal, COLT, World Fuel, etc. with the aim of keeping the fuel costs to the minimum possible through selective purchases and tankering when practical.

8. OVERNIGHT and en-route EXPENSES. While away from ( home base) on overnights, the Client will  be charged per-diem, ground transport,  commercial airfares, hotels and related expenses as incurred. These payments shall be reimbursed and paid by the management company on a monthly basis. Also included in these payables, shall be any Customs, Immigrations, airport, ramp or parking charges that may be incurred or charged against the aircraft or crew.  Ground transport and hotels can be arranged by the Management company as directed by the Client.

9. NAVIGATION DATA AND FLIGHT PLANNING: The management company will order and maintain the required navigation material from Jeppessen based on the areas that the Client plans to operate and this cost will be included in the monthly management fee. The pilot will be responsible for all weather, flight planning, over flights, landing permissions, etc. Flight Plans shall be filed according to the applicable FAR’s / JAR’s and filed through Universal flight services or another acceptable company.

10. MAINTENANCE: The aircraft requires continuous maintenance to be in an airworthy condition. The responsibility of insuring that the aircraft is maintained properly and that the historical records are maintained properly is that of the Management Company. Included in the budget is estimated payment for the hourly fees to cover the engine insurance, airframe and APU, reserves and funds for routine and non-routine maintenance. The management company may, as needed, purchase required parts, make or contract for repairs and have accomplished any JAA / FAA directives or manufacture’s service bulletins as needed to comply with the regular airworthiness inspections required by the Manufactures Maintenance Inspection program. The Management Company shall deliver to the client a schedule of all scheduled maintenance events based on calendar and flight hours. Such schedule will provide indications of the ship’s down time, location of the maintenance to be done and projected costs. The client shall be responsible for payment of all maintenance expenses under the term of this agreement.

11. CATERING, CLEANING: To be ordered on a per flight basis. Dry supplies to be aboard and maintained at all times. The Management company shall be responsible for the cleaning of the aircraft both inside and out. A regular line service will be contracted for overall polishing and washing which shall be done whenever required.

12. INSURANCE: The Management company shall procure and maintain the aircraft insurance for the hull and Liability coverage. The cost of coverage is included in the management budget with a $5,000,000 hull coverage and $100,000,000. liability. The liability coverage can be increased at the request of the Client.  The premiums are to be determined as per insurers (Lloyds) quote. The coverage shall name as additional insured, the Lessor, the Client, the Management company, flight crews, and related personnel.

13. ADDITIONAL PAYMENTS The Management Company may, from time to time, invoice the owners for other expenses on the aircraft as required. However, advance approvals will be obtained from the client(s) for any such expenses.

14. OUTSIDE FLYING In general, the usage of the client based on the guaranteed 60 hours, will preclude any such work due to crew duty and flight time limitations.

15. MANAGEMENT FEE & PAYMENT:  For the above services and personnel a monthly fee of $_______ . These funds include the costs of the 3 crew pilots and cabin attendant, insurance, fixed maintenance, navigational subscriptions, etc.  And shall be paid as part of the fixed monthly costs as presented in an operational budget.  This management fee shall be paid one month in advance throughout the term of the agreement. All payments under this agreement shall be charged to a Client supplied credit card. The Management Company does not, under this agreement, invoice the Client for services. Due to the need for prompt payment of costs relating to the operations of transport aircraft, all charges related to the operation of the aircraft will be paid by the Management Company through the use of the Client supplied credit card and noted and included in a monthly expense summary supplied to the Client.

16. REGISTRATION & TITLE:  The client agrees to retain the aircraft on US Registry and understands that this is a very workable and acceptable registry for private aircraft domiciled worldwide. Placement into this registry will include creating a US special purpose corporation through which the Management Company will lease the aircraft, retain the pilots, mechanic and other personnel required to manage and operate the aircraft. It is into this corporation that the aircraft will be leased and 100% of the stock in this corporation will be assigned to the principals and held in trust to protect the lessee. The costs to place the aircraft into US registry will be paid in advance by the Client under the Pre-Operational expenses listed herein.

17. PRE-OPERATIONAL EXPENSES; The Client understands that certain expenses are to be paid in advance of initiating regular flight operations. The pre-purchase inspection has been completed at the expense of CARIBEX, INC. The ships insurance will be pre-paid quarterly in advance along with a recurrent training of the ships crew. Certain replacement items will be purchased by the client and all these estimated expenses are reflected in an estimated pre- operational budget is included herein and shall become part of this agreement. It is understood and agreed by the Client that the management Company, in structuring the budgets herein, does so as a best effort basis and that additional expenses may be required.

18. PRE-PURCHASE INSPECTION: It is customary and that a pre-purchase inspection be conducted by a licensed facility. CARIBEX, INC. accordingly, can inspect the subject aircraft and all items that require repair or replacement will be identified in the completed inspection report.. The ships records will be   inspected to determine that the aircraft has had all the required inspections and modifications necessary to terminate mandated Airworthiness Directives and will be delivered in full compliance or with financial corrections factored into the selling price.. 

19. RECORD KEEPING; The Management Company will maintain the ships historical records and supply the Client with regular monthly updates, including cost accounting information, flight summaries, etc.

20. EURO-CONTROL: Air traffic control costs in Europe are charged against the aircraft operator. The Management Company will, either use existing ATC accounts provided by CARIBEX, INC. or obtain a separate account on behalf of the Client. As these costs vary from sector to sector throughout the EU, a general average cost of $200.00 per flight hour has been estimated in the attached sample budget.

21. JEPPESSEN AND UNIVERSAL NAVIGATION; the aircraft is equipped with Dual Universal UNS-K FMS system, which requires a subscription service to maintain currency via regular data updates. Additionally, the Jeppessen navigation publications will be required which is also a monthly subscription service. A figure of $600.00 per month has been allowed to cover these expenses.

22. OPERATIONAL RESPONSIBILITY: The Management Company will operate the aircraft on flights as defined by the client. All flights are subject to the operational control of the ships captain as regards safety of flight responsibility. The Management Company shall have no responsibility for any expenses that may be incurred by diversions for weather or Maintenance requirements.

23. ENGINE & MAINTENANCE RESERVES; the ships engines are or can be  protected by engine insurance policies wherein hourly contracted premiums are charged and paid on a monthly basis.,  Such policies  provide for engine monitoring removal,  overhauls  and re-mounting of removed engines at the expense of the insurer. It is the responsibility of the Management Company to maintain these accounts. The management company will also charge an hourly figure to be placed into a separate maintenance account as reserves to cover the mandated inspections of the landing gear, APU and airframe. Costs for any maintenance exceeding the balance in the reserve accounts shall be paid by the client and any such expenses shall be detailed and reported to the client in advance whenever possible.

24. ESTIMATED EXPENSE FIGURES: The Client understands that the figures included and reflected in the attached pre-operational expenses and operational budget must, as they are presented here in advance of being incurred or contracted for, reflect estimated costs. Once the aircraft is placed into actual operation under management control, actual costs will be made available.  It is to be understood that all items in the budget are to be based on actual costs without any markup whatsoever. No handling fees or add-ons will be included in any costs charged to the Client. The sole profit to the management company is reflected in the monthly management fee, all other items charged to the Client will be strictly at actual cost.

25. This agreement shall be for a period of 60 months renewable by written notice   between the parties. Either party may cancel this agreement by written notification with not less than six months notice.

This agreement is entered into on this ________day of _______ 2006, and shall be considered by the parties to be legal and binding. The parties agree that should any disagreement arise resulting in legal actions, the parties agree to submit themselves to settlement by binding arbitration in and under the laws of the State of Florida, USA I have read, understand and agree with the above terms and conditions herein and understand that this agreement is considered executed upon PLACEMENT OF THE LETTER OF CREDIT AND ESTIMATED PRE-OPERATIONAL EXPENSES. All funds remaining from this payment are to be credited towards the first months overall management costs.

______________________________________

For Client

_____________________________________

For CARIBEX, INC.  .

____________________________________

Witness to the above signatures