January 8, 1997

Russell K. Thal
26 Ridge Drive
Port Washington, NY
11050

Dear Mr. Thal:

Reference is made to that certain  Employment  Agreement dated as of December 1,
1993 between Compuflight, Inc. ("Compuflight") and Russell K. Thal ("Thal") (the
"Employment  Agreement")  and the  amendment  thereto dated as of March 14, 1996
("Amendment # 1").

Compuflight  and Thal  hereby  agree  that the  provisions  of  Section 8 of the
Employment  Agreement,  as modified by  Amendment  #1,  dated March 14, 1996 and
effective  as of  March  1,  1996,  and  specifically  with  regard  to the date
Compuflight  was required to obtain an annuity,  is null and void as of March 1,
1996  and has  been  replaced,  effective  as of  January  1,  1997,  with a new
Paragraph 8 of the Employment Agreement as follows:

'8.      Retirement:

The  Company  agrees to  acquire on or before  March 1, 1997 an  annuity  and/or
universal  life  insurance  policy (the  "Policy")  taken out with an  insurance
company  licensed  to do  business  in  the  State  of New  York  and  having  a
BEST/MOODYS/STANDARD&POORS  rating of not less than "A",  which will provide for
the following:  (a) the Employee being the beneficiary  thereof;  (b) commencing
one (1) month  following  the later of (i) the end of the  Employment  Period or
(ii) the  cessation  date of the  Employee's  employment  with the Company,  the
payment to the Employee of sixty (60) equal monthly installments of Ten Thousand
Dollars  ($10,000.00)  (such payments not to extend beyond the Employee's death,
except that, if the cessation date of the Employee's employment with the Company
is after  March 31,  1999,  and the  Employee  dies after  March 31,  2004,  the
Employee shall be entitled to receive all sixty (60) monthly  payments  provided
for hereunder);  and, (c) a death benefit in the amount of Six Hundred  Thousand
Dollars  ($600,000.00)  covering the  Employee's  death  through March 31, 2004,
which amount shall decrease to the extent of any payments pursuant to (b) above.
The  Policy  shall be paid for in equal  monthly  installments  over the  period
ending March 31, 1999.  Notwithstanding the foregoing, the Employee shall not be
entitled to any of the  payments  set forth in (b) above if, prior to the end of
the Employment Period, the Employee  voluntarily  terminates his employment with
the Company.  Notwithstanding the foregoing,  in the event a "change in control"
of Compuflight or "business  combination" shall occur, such terms defined below,
the  annuity  must be in place  prior to the  finalization  of  either  of these
occurrences.

As used in the  Section  8, a "change in  control"  shall only be deemed to have
occurred  if any  "person"  (as such term is  defined  in  Section  13(d) of the
Securities  Exchange Act of 1934, as amended (the "1934 Act")) hereafter becomes
the  "beneficial  owner" (as such term is defined in Section 13d-3,  promulgated
under the 1934 Act) of  securities of the Company  representing  more than fifty
percent (50%) of the Company's then outstanding  securities  having the right to
vote on the election of directors  (calculated in accordance with the provisions
of Rule 13d-3) ("Voting Securities"),  except that changes in direct or indirect
<PAGE>

ownership  of Company  securities  resulting  from or relating to the  following
shall not be considered to or result in a "change in control":

     (i) transfers by Ray English and Associates  ("RE&A") or Dorothy A. English
     (collectively,  the "Beneficial  Owners") to Dorothy A. English,  as Voting
     Trustee under that certain Voting Trust  Agreement dated July 15, 1995 (the
     "Voting  Trustee"),  or from the  Voting  Trustee  to either or both of the
     Beneficial Owners;

     (ii) transfers by the Voting Trustee to any successor voting trustee; or

     (iii) transfers by RE&A to any "affiliate" thereof (as such term is defined
     in Rule 405, promulgated under the Securities Act of 1933, as amended).

As used in this Section 8, the term "business  combination"  shall mean any sale
by the  Company  of all or  substantially  all of its  assets  or any  merger or
consolidation  to which the Company is a party (other than one  consummated  for
the  purpose  of  changing  the  Company's  domicile  or one  of  the  following
stockholders of the Company retain or obtain at least fifty percent (50%) of the
Voting  Securities  of the  surviving  or  consolidated  entity  or  the  parent
thereof).

Except as amended hereby, the provisions of the Employment Agreement, as amended
by Amendment # 1, shall continue in full force and effect in accordance with its
terms.

This  agreement  shall be  binding  upon and shall  inure to the  benefit of the
successors, assigns and legal representatives of Compuflight and Thal.

The Employment  Agreement and Amendment # 1, as amended  hereby,  may be amended
only by a writing executed by Compuflight and Thal.

If the  foregoing is  acceptable,  please  indicate  your  agreement  thereto by
signing in the space  provided  below and  returning  and  executed  copy to the
undersigned.

                                                      Yours very truly
                                                      Compuflight, Inc.

                                                      /s/ Duncan Macdonald
                                                      --------------------
Agreed to:
Russell K. Thal

/s/ Russell K. Thal
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