**SECOND
      AMENDMENT**





**WHEREAS,** FBO
      Air,
      Inc., an Arizona corporation (the “Arizona FBO Air”), and Ronald J. Ricciardi
      (the “Executive”) entered into an Employment Agreement dated as of January 2,
      2004 (the “Employment Agreement”);





**WHEREAS,** pursuant
      to an Agreement and Plan of Merger dated as of July 26, 2004 (the “Merger
      Agreement”) the Arizona FBO Air was merged with and into FirstFlight, Inc., a
      Nevada corporation then named Shadows Bend Development, Inc. (the “Company”),
      and, pursuant to the Merger Agreement, the Company assumed all of the
      obligations of the Arizona FBO Air pursuant to the Employment
      Agreement;





**WHEREAS** ,
      the
      Company and the Executive have heretofore executed the First Amendment effective
      April 1, 2005 to the Employment Agreement; and





**WHEREAS** ,
      the
      Company and the Executive have mutually determined to amend the Employment
      Agreement as set forth in this Second Amendment;





**NOW,
      THEREFORE** ,
      the
      parties agree that following amendments shall replace the identified paragraphs
      in the Employment Agreement as previously amended by the First Amendment
      effective as of December 12, 2006 or as of the later date so
      indicated:





**3.**  **Duties** . (a)
      The
      Executive is engaged, until the close of the meeting of the Board of Directors
      of the Company held on December 12, 2006, as the President and Chief Executive
      Officer of the Company, to oversee the operations of the Company; such specific
      duties may be defined from time by the Board of Directors, but shall encompass
      duties customary to the offices of President and/or Chief Executive
      Officer.





(b)
      Thereafter the Executive is engaged as the Vice Chairman of the Board, to
      perform the following duties: (i) assisting the Chairman of the Board of the
      Company with respect to corporate governance matters, such as (A) initiating
      and
      coordinating communications or other interactions with other members of the
      Board of Directors, (B) managing directors’ meetings and, in cooperation with
      the respective Chairman of the Board Committee, arranging for Committee
      meetings; (C) coordinating the scheduling and conduct of stockholders’ meetings
      and obtaining stockholders’ consents when authorized by the Board and (D)
      developing and executing a program to send communications to stockholders on
      an
      annual and quarterly basis; (ii) building expertise to create ultimately an
      internal investor relations capability for the Company and taking the lead
      role
      on behalf of the Company in working with the Company’s investment bankers and
      other outside firms to be designated to improve investor and public relations
      for the Company, particularly in the interim period before the Company has
      its
      own internal capabilities; (iii) with respect to the Company’s public reporting
      obligations, (A) coordinating with the Chief Financial Officer of the Company
      and its independent registered public accounting firm and its corporate counsel
      the preparation and filing of all reports, statements and other documents
      required by the Securities Exchange Act of 1934, as amended, the Securities
      Act
      of 1933, as amended, and all other applicable federal and state statutes, rules
      and regulations, (B) developing and preparing, on an annual and quarterly basis,
      in cooperation with the Chief Executive and Chief Financial Officers of the
      Company, the Company’s disclosures with respect to Management Discussion and
      Analysis and Compensation Discussion and Analysis as required by the rules
      and
      regulations of the Securities and Exchange Commission and (C) coordinating,
      on
      behalf of the Company and its subsidiaries, compliance with all of their legal
      requirements and issues; (iv) assisting in implementing transactional matters
      for the Company and its subsidiaries, including (A) working with the President
      of the Company, other executive officers, investment bankers and other
      designated consultants to identify, assess and structure potential acquisitions
      and financial transactions, (B) implementing and coordinating all due diligence
      efforts relating to the foregoing, (C) coordinating with outside counsel their
      legal efforts on behalf of the Company and its subsidiaries and (D) taking
      the
      lead role on behalf of the Company in its relationships with its investment
      banking firm(s) ; and (v) any other duties as may be assigned to the Executive
      by the Board of Directors or the Chairman of the Board consistent with his
      position as an executive officer of the Company and a member of its Board of
      Directors.










(c)
      The
      Executive agrees to spend on the average at least two business days per week
      at
      the new corporate headquarters of the Company in Horseheads, New York and the
      Company shall provide him with appropriate accommodations and reimbursement
      for
      his other away-from-home expenses.





3.  **Term** .
      The
      term of the Executive’s employment under this Agreement (the “ Term ”)
      will
      begin on April 1, 2005 and will continue, subject to the termination provisions
      set forth in paragraphs 11-13 below, until March 31, 2009; provided that this
      Agreement will automatically renew for additional one-year periods unless either
      party gives written notice to the other not to extend the Term not less than
      90
      days prior to then next upcoming expiration date.





4.  (a) **Base
      Salary** .
      Commencing on April 1, 2005 and ending on December 31, 2006, the Executive
      will
      receive a salary at the annual rate of $175,000 and thereafter at annual rate
      of
      $125,000 (the “Base Salary”). The Base Salary shall be payable in equal
      bi-weekly installments. The Board of Directors of the Company (or its
      Compensation Committee) may increase the Base Salary at any time and from time
      to time.





21.  **Notices** .
      Notices
      shall be given to each of the parties hereto in writing at such address or
      addresses as each party shall provide from time to time in writing to the other.
      As of the date of this Second Amendment, such notices shall be
      sent:





If
      to the
      Executive:  Ronald
      J.
      Ricciardi


5
      Greycliff Drive


Dallas,
      PA 18612





If
      to the
      Company:  FirstFlight,
      Inc.,


Attn:
      President and Chief Executive Officer


236
      Sing
      Sing Road


Elmira-Corning
      Regional Airport


Horseheads,
      NY 14845





The
      parties have executed this Second Amendment as of this 27 th day of
      March, 2007.




**COMPANY:**
            
            
            **EXECUTIVE:**FIRSTFLIGHT, INC.William
              B. Wachtel
            
            
            Ronald
              J. RicciardiChairman
                of the Board




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