FIRST AMENDMENT TO STOCK SALE AND PURCHASE AGREEMENT This First Amendment (the "First Amendment") to that certain STOCK SALE AND PURCHASE AGREEMENT (the "Agreement") dated June _____, 2010 (the "Execution Date") by and between (a) (i) Clayton I....

     FIRST  AMENDMENT  TO  STOCK  SALE  AND  PURCHASE  AGREEMENT

     This First Amendment (the "First Amendment") to that certain STOCK SALE AND
PURCHASE  AGREEMENT  (the  "Agreement")  dated  June _____, 2010 (the "Execution
Date")  by  and between (a) (i) Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxx
X.  Xxxxxx  (each  of  the  foregoing  persons  is  referred to hereinafter as a
"Seller"  and  collectively  as the "Sellers"), each of whom is a shareholder of
Twin  Air  Calypso  Limited, Inc. (the "Company"), a Florida corporation, on the
one  hand,  and  (b)  AvStar  Aviation  Group,  Inc.,  a  Colorado  corporation
("Purchaser"),  on the other hand.  All capitalized, undefined terms used herein
shall  have  the  respective  meanings  given  to  such  terms in the Agreement.

     RECITALS

     WHEREAS,  the  Agreement  was  entered  on or about the Execution Date; and

     WHEREAS,  each  of  the Sellers and Purchaser desire to amend the Agreement
upon  the  terms,  provisions  and  conditions  set  forth  hereinafter;

     AGREEMENT

     NOW,  THEREFORE, in consideration of the mutual covenants and agreements of
the  Company  and Austin to amend the Agreement, the Company and Austin agree as
follows:

     1.     AMENDMENT  TO  THE  AGREEMENT.  The  Section 4.3 of the Agreement is
hereby  amended so that "Latest Closing Date" shall mean August 31, 2010 for all
purposes  related  to  the  Agreement.

     2.     MISCELLANEOUS.  Except  as  otherwise expressly provided herein, the
Agreement  is not amended, modified or affected by this First Amendment.  Except
as  expressly  set  forth  herein,  all  of  the  terms,  conditions, covenants,
representations, warranties and all other provisions of the Agreement are herein
ratified  and confirmed and shall remain in full force and effect.  On and after
the  date  on  which  this  First  Amendment  becomes  effective,  the  terms,
"Agreement," "hereof," "herein," "hereunder" and terms of like import, when used
herein  or  in the Agreement shall, except where the context otherwise requires,
refer  to  the  Agreement,  as  amended  by  this  First  Amendment.  This First
Amendment  may  be  executed  into one or more counterparts, and it shall not be
necessary  that  the  signatures  of  all parties hereto be contained on any one
counterpart  hereof;  each  counterpart  shall be deemed an original, but all of
which  together  shall  constitute  one  and  the  same  instrument.

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IN  WITNESS  WHEREOF, this First Amendment to the Agreement is adopted effective
as  of  the  14th  day  of  July,  2010.

"SELLERS"



___________________________________          ___________________________________
     Xxxxxxx  X.  Xxxxxx                         Xxxxxxx  X.  Xxxxxxxx



____________________________________
     Xxxxx  X.  Xxxxxx


"PURCHASER"

AVSTAR  AVIATION  GROUP,  INC.,
a  Colorado  corporation


By:_________________________________

Name:______________________________

Its:_________________________________

________________________