THIS AGREEMENT is made the   day of      One thousand nine hundred and ninety nine BETWEEN ECHO ECHO LIMITED whose Registered Office is situate at 6 Coniston Close Verwood Dorset BH31 6HW (hereinafter called "the Company") of the one part and the persons whose names addresses and signatures are appended hereto (such persons collectively hereinafter being referred to as "the Group" and individually referred to as "Member") of the other part

WHEREAS:

(1) The Company is the operator of a Grumman AA5B aircraft registered on the FAA Register as N31RB

(2) The Members are all shareholders of the Company and have agreed to Operate the aircraft as a group aircraft and no hire or reward is to be taken or offered for the use of the group

IT IS HEREBY AGREED as follows:

1. THE object of this Agreement is to regulate the use of the aircraft as between Members and such other matters as are specifically herein mentioned but shall not be construed as to give any intention to amend the Memorandum and Articles of Association of the Company

2. THE aircraft shall be managed by a Committee which shall consist of not less than five Members of the Group and shall include

(a) the Company Chairman

(b) the Company Secretary

(c) the Company Financial Director

A quorum of the committee shall be three Members

At the Annual General Meeting of the Company in each year the Committee shall be reselected

3. NO person under the age of eighteen years shall be a Member of the Group

4. EACH Member of the Group hereby agrees with the Company and each Member of the Group that he will pay to the Company his proportionate share of

(a) the fixed cost of operating the aircraft and

(b) the amount so assessed payable by him according to the tachometer hours when the aircraft is operated by such Member

Such sums (a) and (b) above to be determined by the Committee whose decision shall be final and binding on the Members and to be payable on demand

5. N0 Member shall do or cause to be done any act or thing which may cause or contribute to the premium or premiums paid in respect of any policies of insurance effected by the Company or on behalf of the Croup to be increased or which may void or invalidate or otherwise jeopardise or prejudicially affect any such policy and every Member shall be deemed to have full notice and knowledge of the contents and terms of such Policy or Policies A copy of the Certificate of Insurance will be made available annually on renewal to each Member who may inspect the full Policy or Policies on application to the Secretary

Insofar as the said Policies permit and subject to their terms the Policies shall extend to the Members and protection of such Members against legal liability for loss injury or damage to third parties (other than Members of the Group) and against responsibility for loss or damage to the aircraft and other property of the Group caused by any Member

6. THE Committee are hereby empowered by the Members to promulgate such rules as they may consider necessary for the conduct of the operation of the aircraft and the Members hereby agree to comply with such rules

7. IN the case of any dispute between Members or between a Member or Members and the Group and or the Company the decision of the Committee shall be final and binding on all parties hereto

8. A Member using the aircraft hereby agrees to indemnify the other Members of the Group from and against all costs charges and expenses in connection with any liabilities which may arise (apart from the normal running expenses of the aircraft) because of such Members use of the aircraft but this indemnity shall not extend to any liability which is covered by the said Policy or Policies of Insurance

AND IT IS FURTHER AGREED that the intention of this indemnity is to indemnify the individual Members of the Group against loss to such Members but such indemnity shall not otherwise extend to the Company

9. THE Members shall be responsible for all landing parking servicing and refueling charges and costs incurred while the aircraft is not stationed at BIA PROVIDED THAT such Member shall be credited with the costs of any refueling charges and any necessary repairs arranged to be carried out by such Member as approved by the Committee

10. A Member shall immediately notify the Secretary of any irregularity or incident or malfunction of the aircraft or equipment and shall at all times practice good airmanship and strictly observe all applicable rules and regulations

11. NO Member may sue for or otherwise require to be repaid to him any loan made to the Company without approval of the Committee

12.(a) IF any sum is outstanding from any Member for more than one month after payment has formally been requested in writing by the Treasurer to such Member then such Member shall not be entitled to make use of the aircraft until all outstanding sums due from such Member shall have been paid PROVIDED THAT the formal request for payment by the Treasurer shall only be made after consultation with such Member and a majority of the remaining members of the Group

(b) IF payment is not made within one month of such formal request to pay then the remaining members of the Group shall be entitled to dispose of the share in the Company of such member and transfer the benefit of any loan made by such member to the Company to such person as they shall think fit at the best reasonably realisable price at such time and after payment of all debts due by such member to the Company any balance less costs incurred shall forthwith be paid to such member

FOR the purpose of carrying out such disposal and transfer each Member hereby individually irrevocably appoints the Secretary for the time being of the Company to be his attorney in his name or otherwise to execute and do all such deeds acts and things as may be expedient for the carrying out of such disposal and transfer such member hereby ratifying and confirming and agreeing to ratify and confirm whatever the Secretary for the time being may so execute or do

(c) IN the event of any member's account being outstanding for one month or more after the end of the month in which the account has been Sent by post to the Members it is hereby agreed that such member or members will contribute to the reserve funds of the Group a sum equal to two percent per month on the amount outstanding as aforesaid

13. ANY notice required to be served on a Member shall be served on a Member at his address here under set out or such other address as shall have been notified to the Secretary in writing

IN WITNESS whereof the Company has caused its common seal to be hereunto affixed and the Members have hereunto set their hands and seals the day and year first before written

THE COMMON SEAL OF ECHO ECHO LIMITED was hereunto affixed in the presence of

Director

Secretary

   SCHEDULE

of

Names and addresses and signatures of members

FULL NAME OF MEMBER ADDRESS OF MEMBER     SIGNATURE OF MEMBER