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without any conditions substantially and adversely affecting PURCHASER or substantially and adversely affecting COLONIAL. In the event of the Civil Aeronautics Board approves this Agreement with conditions substantially adversely affecting either party, such party may at its option cancel this Agreement by notifying the other party in writing of its election to so cancel the Agreement within thirty (30) days after the date of service of the decision of the Civil Aeronautics Board. The subsequent entry by the Civil Aeronautics Board, within one hundred and twenty (120) days after the receipt of the notice of cancellation by one party from the other as aforesaid, of a modified order which shall eliminate the condition or conditions substantially and adversely affecting the party giving such notice of cancellation, shall operate to restore the obligations of the parties to consummate the transactions contemplated hereby and this Agreement shall remain unchanged except that the Closing Date shall be based on the effective date of the new order of the Civil Aeronautics Board.

It is further expressly agreed that the effectiveness of this Agreement is subject to the express condition precedent, that, prior to the Closing Date, the Bureau of Internal Revenue will issue a ruling specifically holding that the receipt by COLONIAL of PURCHASER stock pursuant to this Agreement will not constitute either ordinary income or capital gain to COLONIAL, for income and excess profits tax purposes. Each party hereto will use its best efforts to procure said ruling from the Bureau of Internal Revenue and to make such necessary amendments to this Agreement and related plans as are necessary to qualify the exchange under this Agreement as non-taxable under the Internal Revenue laws.

THIRTY-FIFTH. COLONIAL agrees that it will furnish PURCHASER an opinion of its counsel, dated as of the Closing Date, to the effect that:

1. COLONIAL has been duly incorporated and is, ay the Closing Date, validly existing as a corporation in good standing under the laws of the State of Delaware;

2. This Agreement has been duly authorized, executed and delivered by COLONIAL and constitutes a valid Agreement binding and enforceable against COLONIAL in accordance with its terms.

THIRTY-SIXTH. PURCHASER agrees that it will furnish COLONIAL an opinion of its counsel, dated as of the Closing Date, to the effect that:

1. PURCHASER has been duly incorporated and is, at the Closing Date, validly existing as a corporation in good standing under the laws of the State of Delaware;

2. This Agreement has been duly authorized, executed and delivered by PURCHASER and constitutes a valid Agreement binding and enforceable against PURCHASER in accordance with its terms.

THIRTY-SEVENTH. It is understood that this Agreement is subject to the approval of the stockholders of COLONIAL and that no liability shall be attached to COLONIAL, its Officers or Directors for failure to secure such approval. COLONIAL agrees that it will use its best efforts to secure the approval of this Agreement by its stockholders. If PURCHASER be required by law to secure approval of this Agreement by its stockholders, PURCHASER agrees to use its best efforts to secure such approval, but no liability shall attach to PURCHASER, its Officers or Directors for failure to secure such approval.

THIRTY-EIGHTH. It is agreed by COLONIAL and PURCHASER that anything herein or elsewhere to the contrary notwithstanding, this Agreement may be abandoned without liability on either party by mutual consent of the Boards of Directors of COLONIAL and PURCHASER at any time prior to the Closing Date.

THIRTY-NINTH. The rights of stockholders who object to this proposed purchase and sale of assets shall be governed by the applicable laws of Delaware; nothing herein contained shall be interpreted to confer on any objecting stockholder of either COLONIAL or PURCHASER any greater rights than are provided for by the aforesaid laws of Delaware.