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Use of any UVair Cards delivered herewith shall constitute Client's acceptance of all terms of this UVair Cardholder Agreement

The Cardholder ("Client") agrees with Universal Weather and Aviation, Inc. ("Universal®") with respect to each UVair Fueling Card and UVair® Purchasing Card (referred to collectively as "UVair Card(s)") issued that:

1. USE OF THE UVair CARDS: The UVair Card, when issued, is not transferable. The UVair Fueling Card shall be used by Client only under the following terms and conditions: (a) ONLY for identification purposes by persons authorized by Client whose name is embossed on the UVair Fueling Card; (b) ONLY for presentation to suppliers designated in the UVair Airfield and Contract Fuel Price List ("Fuel Price List") then in effect; (c) if an aircraft registration number is embossed on the UVair Fueling Card, then ONLY to obtain Aviation Turbine Fuel and related services for such aircraft; and (d) ONLY prior to the earlier of the expiration date as embossed on the UVair Fueling Card, or the date Client is notified that the privileges accorded by the UVair Fueling Card have been revoked, canceled, suspended or terminated by Universal. The UVair Purchasing Card shall be used by Client only under the following terms and conditions: (a) ONLY for business related purchases (generally including, but not limited to, aircraft fuel/services/parts/supplies, goods and services delivered at an airport such as catering/ground transportation/rental vehicles, hotel accommodations, and food) for Client's trips within the United States by persons authorized by Client whose name is embossed on the UVair Purchasing Card; (b) ONLY for presentation to merchants within the United States whose goods and services are listed in a card intention group allowed by UVair, as well as to suppliers designated in the UVair Airfield and Contract Fuel Price List ("Fuel Price List") then in effect; (c) ONLY after the person authorized by Client whose name is embossed on the UVair Purchasing Card has signed the back of the card where indicated; and (d) ONLY prior to the earlier of the expiration date as embossed on the UVair Purchasing Card, or the date Client is notified that the privileges accorded by the UVair Purchasing Card have been revoked, canceled, suspended or terminated by Universal.

The UVair Card shall at all times remain the exclusive property of Universal which, at all times, shall be entitled, without liability and for any reason whatsoever, to revoke, cancel, suspend or terminate the UVair Card and all related privileges. Upon receipt of notification of revocation, cancellation, suspension, or termination, Client will immediately cease all use of the UVair Card, and will immediately surrender or return the UVair Card, as directed by Universal. No revocation, cancellation, suspension, or termination shall impair or prejudice any rights or claims by Universal accrued prior thereto, or arising out of the continued use of the UVair Card thereafter, and any reinstatement of the UVair Card by Universal shall not waive or prejudice any provisions herein.

2. LOSS, THEFT, UNAUTHORIZED USE_OF UVair CARD: In the event of the loss, theft, or unauthorized use of the UVair Card, notice must be given to Universal in writing, by (a) hand delivery, (b) certified mail, return receipt requested, at UVair, 8787 Tallyho, Houston, Texas 77061, or (c) facsimile at (713) 943-4621. Telephone notice may be given at (713) 944-1622, but shall not be in lieu of written notice. While the UVair Purchasing Card may be used by Client with only Client's name embossed thereon, no chargebacks for unauthorized use of the UVair Purchasing Card will be granted to Client for transactions resulting from card usage where the name of Client's crew member or staff member is not also embossed on the UV Purchasing Card. In order to have a UVair Purchasing Card transaction that was disputed because of unauthorized use considered for a chargeback through the issuing bank, Client, as the cardholder of record with Universal, must (i) notify Universal and the issuing bank of any transaction(s) that Client so disputes within thirty (30) days after the last day of the cycle during which such transaction(s) are charged to Client and (ii) use commercially reasonable efforts to assist in attempting to obtain reimbursement from the merchant.

3. TERM: This Agreement shall remain in force and shall automatically govern and apply to all subsequent UVair Cards issued to Client for all aircraft until specifically revoked, canceled, suspended, or terminated, or supplemented, amended or replaced as provided herein or in the Application for the UVair Card.

4. PRICES, INVOICES, AND PAYMENT: Client shall pay and reimburse Universal for all charges for fuel and any other services or products obtained or paid for through the use of the UVair Card, or otherwise supplied by or obtained through any arrangement made by Universal. Client shall pay or shall reimburse Universal for any tax, duty, fee, or other governmental charge on fuel and other services and products at such time as it is imposed or collected, even though retroactively imposed or collected. Charges for fuel received shall be as specified in UVair's online price estimator ("Estimator") at the time of fueling (such prices being subject to change without notice) except where special prior price arrangements have been made. Client understands that Universal shall receive a service fee for developing, coordinating and maintaining the UVair fuel program, which is customarily included in the prices stated in the applicable Fuel Price List. When Client uses the UVair Fueling Card, Universal's published disbursement charge will be added to each non-fuel disbursement made or arranged by Universal on Client's behalf. Disbursement charges for fuel will be as stated in the Fuel Price List.

Universal will invoice Client upon receipt of charges from merchants and/or suppliers. Invoices transmitted by mail or electronic text message shall be considered original invoices. Terms of payment are net twenty (20) days from the date of Universal's invoice to Client, unless other arrangements have been established in writing. Payment of all sums due from Client, including the amount(s) of any pending disputed transactions, shall be made in US Dollars by either: (a) wire transfer to the account of UVair at the bank location identified on the invoice, or (b) check or draft to UVair at the location shown on the invoice. Past due amounts shall bear interest at the rate of 1.5% per month, or any lesser rate as may be the maximum rate permitted by applicable law. It is the intention of the parties hereto to comply with the usury laws of the State of Texas. Client is not obligated to pay any excess interest. Any interest which is in excess of the maximum rate permitted by law shall automatically be applied to the principal debt amount and/or as a credit to Client's account and shall not be deemed interest and the effective rate of interest shall be automatically subject to reduction to the maximum rate permitted by applicable law. Past due invoices may be offset or presented for payment against Client's Letter of Credit or any other security Client has delivered to Universal.

5. SERVICES: Any and all products (including but not limited to fuel) obtained through the use of the UVair Card represent sale transactions occurring directly between Client and the merchant and/or supplier. Title to all products involved passes directly from the merchant and/or supplier to Client (title to fuel passing as the fuel passes the fueling flange in the aircraft). Fees charged by Universal in connection with such transactions are fees for services rendered to Client for arranging the transaction and/or providing credit to enable Client to acquire services and products as provided in this Agreement. For certain European Union transactions, Client authorizes Universal Aviation (UK) Ltd., acting in its own name as agent for Client, to arrange for Client to obtain such products and services using the UVair card and to pay suppliers thereof provided that the transaction is administered by Universal in Houston. At no time will Universal or Universal Aviation (UK) Ltd. purchase, lease, take title to or hold any other interest in, or place or continue in commerce, or sell, any fuel or other products or services obtained through the use of the UVair Card.

6. NO RESPONSIBILITY FOR PRODUCT OR SERVICE DEFECTS: ALTHOUGH UNIVERSAL WILL MAKE ARRANGEMENTS ONLY WITH THOSE MERCHANTS AND SUPPLIERS, INCLUDING WITHOUT LIMITATION FUELERS, IT BELIEVES ARE RESPONSIBLE AND RELIABLE, UNIVERSAL UNDERTAKES NO INVESTIGATIONS OR INSPECTIONS, AND DISCLAIMS RESPONSIBILITY FOR THE ACTS AND OMISSIONS OF SUCH MERCHANTS AND SUPPLIERS, OR FOR THE QUALITY OF THE SERVICES OR GOODS DELIVERED BY THEM, OR FOR ANY DEFECTS THEREIN.

CLIENT SHALL HAVE THE RIGHT AT ANY TIME TO INSPECT A SAMPLE OF FUEL OR OTHER PRODUCTS PRIOR TO ACCEPTING DELIVERY OF SUCH PRODUCTS. UNIVERSAL SHALL NOT BE LIABLE FOR THE QUALITY OR LABELING OF PRODUCTS, INCLUDING WITHOUT LIMITATION FUEL, SOLD OR DELIVERED BY ANY SUPPLIER, OR FOR ANY DEFECTS THEREIN OR THE QUALITY OF ANY SERVICES, INCLUDING WITHOUT LIMITATION SERVICES INVOLVING STORAGE, HANDLING, OR DELIVERY OF ANY PRODUCT, AND CLIENT COVENANTS NOT TO SUE THEREFOR. CLIENT SHALL BE SOLELY AND COMPLETELY LIABLE FOR ANY DEATH OR PERSONAL INJURY ARISING OUT OF CLIENT ALLOWING ANY PERSONNEL TO REMAIN ON BOARD ANY AIRCRAFT DURING REFUELING, OR FOR REQUESTING OR ALLOWING ANY SUPPLIER TO OPERATE EQUIPMENT, SWITCHES, OR GAUGES DURING ANY AIRCRAFT FUELING OR SERVICING. UNIVERSAL SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY AND EVERY KIND, EXPRESS OR IMPLIED, RELATING TO THE PRODUCTS AND SERVICES OBTAINED FROM MERCHANTS AND SUPPLIERS WITH THE UVair CARD, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNIVERSAL'S SELECTION OF FUELERS AND OTHER MERCHANTS AND SUPPLIERS AUTHORIZED AND PERMITTED BY AIRPORT AUTHORITIES TO SELL AND DELIVER FUEL AND/OR OTHER SERVICES AND PRODUCTS SHALL FULLY DISCHARGE ANY UNIVERSAL DUTY OF CARE IN SELECTION OF SUCH MERCHANTS AND SUPPLIERS. CLIENT IS ENCOURAGED TO CONDUCT ANY FURTHER INVESTIGATION OR INSPECTION THAT IT THINKS IS NECESSARY OR APPROPRIATE.

7. INDEMNITY: CLIENT SHALL INDEMNIFY AND SAVE UNIVERSAL HARMLESS FROM AND AGAINST ANY LIABILITY, LOSS, COST, DAMAGE OR EXPENSE (INCLUDING REASONABLE ATTORNEYS FEES) ARISING OUT OF OR IN CONNECTION WITH ANY CLAIM, SUIT OR PROCEEDING BROUGHT AGAINST CLIENT OR UNIVERSAL AS A RESULT OF, OR IN CONNECTION WITH THE ACQUISITION BY CLIENT OF AVIATION FUEL (INCLUDING BUT NOT LIMITED TO CLAIMS ARISING OUT OF DEFECTS IN THE DESCRIPTION, LABELING, STORAGE, COMPOSITION, QUALITY OR CONDITION OF SUCH FUEL OR ANY SERVICES CONNECTED WITH ITS DELIVERY) OR OTHER SERVICES OR PRODUCTS OBTAINED WITH THE UVair CARD REGARDLESS OF THE NATURE OR THE SOURCE OF SUCH CLAIM, WHETHER IN CONTRACT OR TORT, OR ABSOLUTE OR STRICT LIABILITY, INCLUDING BUT NOT LIMITED TO: (a) CLAIMS FOR PROPERTY DAMAGE, LOSS OF USE OR PROFITS, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF UNIVERSAL HAS BEEN NOTIFIED OF THE POSSIBILITY OF ANY SUCH DAMAGES, AND (b) CLAIMS FOR DEATH OR PERSONAL INJURY BY CLIENT, OR ITS AGENTS, SERVANTS, EMPLOYEES, INVITEES, SUBSEQUENT PURCHASERS OR ANY OTHER THIRD PARTIES, WHETHER OR NOT IN PRIVITY WITH CLIENT, INCLUDING, WITHOUT LIMITATION, THE EXECUTORS, PERSONAL REPRESENTATIVES AND ASSIGNS OF SUCH CLAIMANTS, (c) CLAIMS BASED IN WHOLE OR IN PART UPON UNIVERSAL'S OWN SOLE OR CONCURRENT NEGLIGENCE OR FOR DEFECTIVE OR IMPROPERLY LABELED FUEL, PRODUCTS OR SERVICES, (d) CLAIMS FOR ANY LOSS RESULTING FROM ANY USE OR MISUSE OF ANY UVAIR CARD RESULTING FROM ANY PURCHASES MADE THROUGH THE USE OF UNIVERSAL'S CREDIT BY CLIENT OR ANY EMPLOYEE OF CLIENT, EVEN IF THEREAFTER DEEMED IMPROPER BY CLIENT.

8. JURISDICTION, DEFAULT_AND COLLECTION: THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS USA (EXCEPT THAT RELATING TO CONFLICTS OF LAWS), AND JURISDICTION AND VENUE FOR ANY ACTION IN CONNECTION HEREWITH SHALL BE PROPER IN THE STATE OR FEDERAL COURTS SITUATED IN HARRIS COUNTY, TEXAS, OR AN EQUIVALENT COURT OR TRIBUNAL IN THE JURISDICTION WHERE CLIENT'S PRINCIPAL PLACE OF BUSINESS IS LOCATED. In the event of Client's breach or default under the terms of this Agreement, Client shall be liable to Universal for all costs and expenses, including reasonable attorney's fees, incurred by Universal in enforcing its rights hereunder. Client agrees that in the event of default in payment, Universal may institute suit against Client, and service of process and of judgment by certified mail, return receipt requested, postage prepaid and addressed to Client (to any Client address shown on the Application for the UVair Card), shall be sufficient to confer jurisdiction on such courts, regardless of where Client is geographically located or does business, or at Universal's election, service of process and of judgment may be made pursuant to any applicable international treaty or convention.

9. NOTICES: Any notice provided for herein will be sufficiently given when sent via: (a) certified mail, return receipt requested, (b) hand delivery, or, (c) facsimile or written secure transmission, addressed to the appropriate party, at Client's invoice address and facsimile number listed in the Application for the UVair Card, or in the case of Universal, at 8787 Tallyho, Houston, Texas 77061 USA (facsimile 713-943-4621), with a copy to the Legal Department (facsimile 713-943-4613), or at such other address or facsimile number as may be designated by a party in accordance herewith. Unless otherwise stated herein, such notice shall be effective in the case of (a) above, on the third day after dispatch within the Continental United States or on the tenth day, after dispatch elsewhere; (b) above, when delivered; and, (c) above, when sent, if sender's facsimile machine records the transmission, or recipient verifies receipt or recipient's conduct indicates receipt. Notice given, dispatched, or received on a non-business day or after business hours in the place of receipt will be deemed given, dispatched, or received on the next business day in that place. Electronic mail messages, unless acknowledged by return communication, shall be presumed undelivered and should be redelivered by another method until acknowledged.

10. GENERAL: Except as otherwise provided in the Application for the UVair Card, no waiver, alteration, or modification of any provision hereof shall be binding unless in writing and signed by an officer of Universal and a duly authorized representative of Client. Universal shall not be liable for delays in performance due to circumstances beyond its reasonable control. Except as otherwise stated herein, the provisions of this Agreement are for the benefit of the parties to this Agreement (who are Client and Universal) and not for the benefit of any other parties. Neither party may assign this Agreement or any interest therein without prior written consent of the other party, which consent will not be unreasonably withheld; provided, however, Universal may pledge or otherwise mortgage for financing purposes sums due hereunder. Except for services and products provided expressly pursuant to the terms of another written agreement entered into between the parties, this Agreement contains the entire understanding of the parties and shall apply to the acquisition of all services and products by Client from, or through any arrangement made by, Universal, including without limitation the acquisition of any products or services from any subsidiary of Universal. In the event any provision of this Agreement shall be held invalid, this Agreement, including such invalid provision, shall be judicially reformed as to effectuate as nearly as possible the intentions and purposes of the parties. All electronic communications or confirmations sent in good faith from UVair to Client shall be deemed agreed and assented to, unless Client notifies UVair to the contrary in writing prior to the uplift of fuel or the expiration of 72 hours, whichever first occurs. Facsimile and encrypted written communications are deemed to be original writings of the parties for the purposes of this Agreement. This Agreement is executed and made in the English language, which shall be the official and governing language of this Agreement, and of all communications, transactions, and proceedings related hereto.

UVair® is a unit of Universal Weather and Aviation, Inc.

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