As of December 24, 2007, Verizon Airfone has completed the FCC-required frequency migration that has been underway.  If you have not yet updated your system to migrate to the 1 MHz spectrum, call us today at
1-800-323-7641 to ensure the high quality service continues to be delivered to your aircraft. 

December 28, 2007

Re: Service Agreement

Dear Magnastar^® Customer:

We are writing with reference to your Service Agreement with Verizon Airfone Inc. (¨Airfone¨).

As you know, Airfone had some time ago advised our customers that we would be exiting the air-to-ground communications business.  Although we had initially planned to close down our operations in 2006, we subsequently extended that date.  At this time, however, we have determined that we must begin preparing for a possible shutdown of our operations as of the end of calendar year 2008.

There is a possibility that Airfone´s air-to-ground services will continue without interruption beyond 2008.  We are currently in discussions with LiveTV LLC(¨LiveTV¨), an affiliate of JetBlue, to sell Airfone´s business and operations to LiveTV.  If those discussions are successfully concluded, LiveTV would take over the Airfone business effective December 31, 2008, and would continue to provide service to Airfone´s customers under the terms of their existing Service Agreements.  However, if we do not enter into a definitive agreement to sell our business to LiveTV, we will terminate operations effective December 31, 2008.

To address the potential termination, but still ensure you continuity of service throughout 2008, and thereafter if our business is transferred to LiveTV, we are proposing to amend the Term and Termination provision of your Service Agreement.  Currently, the Service Agreement automatically renews for a further one-year term on each anniversary of your Activation Date, unless either party notifies the other that it wishes to terminate the agreement.  Instead of a full one-year renewal, we propose to amend your Service Agreement to provide that on the 2008 anniversary of your Activation Date, the Service Agreement will renew for an Extension term that will end on December 31, 2008, and will automatically renew on December 31, 2008 (and on each subsequent December 31) for a further one-year Extension term unless either party gives the other notice of termination as provided in paragraph (B) of the Term and Termination provision.  This will permit uninterrupted provision of service to you throughout 2008 and thereafter, if the LiveTV transaction is completed.  If the transaction is not completed, your Service Agreement will be terminated effective December 31, 2008.

Please contact us as soon as possible, and in any case prior to the 2008 anniversary of your Activation Date, if you do not wish to continue service on the terms outlined in this letter.  If you do not wish to proceed on these terms, then we will have to terminate your Service Agreement effective on the 2008 anniversary of your Activation Date, and your Airfone service will then end on that date.  If we do not hear from you, we will take that as your agreement to these terms, and your continued use of Airfone service after the 2008 anniversary of your Activation Date will constitute your agreement to the above-described amendment of your Service Agreement.

Please do not hesitate to call Mike Kuehn at 630-575-1210 or Dan Bagley at 630-575-1402 if you have any questions.  We value you as a customer and thank you for the privilege of providing you with in-flight communications services.

Sincerely,

Bill Pallone
President

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