Exhibit 3.1(a)

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                      SERIES A CONVERTIBLE PREFERRED STOCK

                                       OF

                                  FBO AIR, INC.

       (Pursuant to Section 78.1955 of the Nevada General Corporation Law)


      FBO Air,  Inc.,  a  corporation  organized  under the laws of the State of
Nevada (the "Company"),  in accordance with the provisions of Section 78.1955 of
the Nevada General Corporation Law

      HEREBY CERTIFIES:

      That  pursuant to the authority  conferred  upon the Board of Directors by
the Articles of Incorporation of the Company, as amended, the Board of Directors
on February 8, 2005, adopted the following resolution creating a series of 1,000
shares of preferred stock designated as "Series A Convertible Preferred Stock":


      RESOLVED, that pursuant to the authority granted the Board of Directors by
Article  Fourth of the Articles of  Incorporation  of the  Company,  as amended,
there is hereby  created,  and the Company be, and it hereby is,  authorized  to
issue  1,000  shares  of  preferred  stock,  designated  "Series  A  Convertible
Preferred  Stock" (the  "Preferred  Shares"),  which series of Preferred  Shares
shall have the relative rights, powers, privileges, preferences, participations,
qualifications and limitations as follows:

      (1)   Voting Rights.

            (a)  Series A  Convertible  Preferred  Stock.  Except  as  otherwise
provided herein,  in the Articles of  Incorporation  and/or required by law, the
holders of the Preferred  Shares and the holders of the Company's  common stock,
par value $0.001 per share (the "Common  Stock") shall vote together as a single
class with each Preferred  Share having the number of votes equal to the largest
whole number of shares of Common Stock into which such Preferred  Share could be
converted, at the record date for the determination of the stockholders entitled
to vote on such matters or, if no such record date is  established,  at the date
such vote is taken.

            (b) Common  Stock.  Each  holder of shares of Common  Stock shall be
entitled to one vote for each share thereof held. Except as otherwise  expressly
provided  herein or as required by law, the holders of the Preferred  Shares and
the holders of Common Stock shall vote together and not as separate classes.


<PAGE>

            (c)  Mergers  and  Liquidations.  Notwithstanding  anything  to  the
contrary  provided herein or elsewhere,  as long as any of the Preferred  Shares
are issued and  outstanding,  the Company shall not, without first obtaining the
approval  (by vote (which  must be by a proxy or ballot  executed by each voting
holder) or written consent as provided by law) of the holders of more than fifty
(50.1%)  percent of the  outstanding  Preferred  Shares effect a Liquidation  or
Cash-Out Liquidation (each as defined below).

            (d)  Right  to  Elect  Director.  Notwithstanding  anything  to  the
contrary provided herein or elsewhere,  so long as at least 25% of the aggregate
Stated Value of the Preferred  Shares included in the units (the "Units") of the
Company sold (the "Offering"),  pursuant to a subscription agreement between the
Company and each Unit purchaser (the "Subscription Agreement") and the Company's
Confidential  Investment  Memorandum  dated  February 8, 2005 (the "PPM") remain
outstanding,  the holders of the Preferred  Shares  voting as a class,  shall be
entitled to elect one (1)  director of the Company  (which if they do not elect,
they can have a person  receive  notice of and attend all Board  meetings  as an
observer),  and the holders of the Common Stock and any other class or series of
the  Corporation's  capital  stock  (including  the  Preferred  Shares) shall be
entitled to elect the remaining  members of the Board of Directors.  The Company
shall pay all costs and expenses of the director (or  observer) of the Preferred
Shares to attend Board meetings and the director, if any, shall receive the same
compensation as other Directors of the Company for serving as a director.

                  (i) Procedure. At such time as the Company receives in writing
            the name of a director to be designated by the Preferred Shares as a
            director to the Company's Board of Directors, the Board of Directors
            shall,  as soon as  practically  possible,  elect  such  person as a
            director of the Company.  Thereafter, the Company shall take any and
            all actions  necessary  to ensure  such  person (or other  designee)
            remains as a director of the Company including,  but not limited to,
            at least 30 days prior to the Company mailing its proxy material for
            an Annual  Meeting of  Stockholders,  the  President  of the Company
            shall solicit the consents of the holders of the Preferred Shares as
            to their  nominee for  election as a director of the Company and the
            person  selected  by the  holders  of more  than  50.1%  of the then
            outstanding Preferred Shares shall be the designee and be elected as
            a director to serve until the next Annual Meeting of Stockholders or
            until his or her  successor is duly  elected and  qualifies or until
            his or her term terminates as provided herein.

                  (ii) Cessation of Director Designation. When the rights of the
            holders of the Preferred  Shares to designate a director as provided
            in this Section 1(d) have ceased as hereinabove  provided,  the term
            of  the  person  elected  by  them  as a  director  shall  forthwith
            terminate.

      (2) Stated Value.  Subject to Section 6, each Preferred Share shall have a
"Stated Value" equal to Ten Thousand ($10,000) Dollars.

      (3) Conversion of Preferred Shares.  Preferred Shares shall be convertible
into  shares of Common  Stock,  on the  terms and  conditions  set forth in this
Section 3.


                                      -2-
<PAGE>

            (a) Holders'  Conversion Right. At any time or times on or after the
first date of issuance of any Preferred  Share (the "Original  Issuance  Date"),
any holder of Preferred Shares shall be entitled to convert any whole or partial
number of Preferred Shares into fully paid and  non-assessable  shares of Common
Stock (the "Conversion  Shares") in accordance with this Section 3(a),  Sections
3(b) and Section  3(d).  The Company  shall not issue any fraction of a share of
Common  Stock  upon any  conversion.  All  shares  of  Common  Stock  (including
fractions  thereof) issuable upon conversion of more than one Preferred Share by
a holder  thereof shall be aggregated  for purposes of  determining  whether the
conversion  would  result in the  issuance  of a  fraction  of a share of Common
Stock. If, after the  aforementioned  aggregation,  the issuance would result in
the issuance of a fraction of a share of Common  Stock,  the Company  shall,  in
lieu of issuing such  fractional  share,  pay to the holder the Market Price (as
defined in Section 3(e)(vi)(E) below) in cash. The Company shall pay any and all
taxes that may be payable  with  respect to the  issuance and delivery of Common
Stock upon  conversion  of  Preferred  Shares  unless such taxes result from the
issuance of Common  Stock upon  conversion  to a person other than the holder of
Preferred Shares.

            (b) Mandatory  Conversion.  The Preferred Shares shall automatically
convert (the "Mandatory  Conversion"),  either (a "Mandatory  Conversion Event")
(i) upon a closing of the sale by the Company of its equity securities resulting
in the receipt by the Company of no less than five million  ($5,000,000) dollars
of gross proceeds,  excluding the Offering (such a transaction being hereinafter
referred to as a "Qualified  Follow-On  Offering"),  or (ii) at such time as the
closing bid price for the Common  Stock has  equaled or exceeded  2.5x times the
Initial  Conversion Price for a period of twenty (20)  consecutive  trading days
provided  that (a) the Common Stock shall trade no less than 200,000  shares per
trading day for no less than twenty (20)  consecutive  trading days prior to the
date of the  Mandatory  Conversion,  and (b) the  Conversion  Shares  are  fully
registered for resale  pursuant to an effective  registration  statement and are
not subject to any lock-up agreement requested by the Company,  its underwriters
and/or placement agents.  In the event of a Mandatory  Conversion by reason of a
Qualified  Follow-On  Offering,  the Preferred  Shares  shall,  at each holder's
option,  either convert (X) into shares of Common Stock at the Conversion  Price
as of the date the Mandatory  Conversion  Event occurred,  or (Y) the securities
being  sold in the  Qualified  Follow-On  Offering,  at the same price that such
securities  are  being  sold  in  such  Qualified  Follow-On  Offering,  paid by
converting  the Stated Value and accrued but unpaid  dividends on the  Preferred
Shares so converted,  but each person who so converts into such securities shall
receive an  additional  ten (10%)  percent of the  identical  securities  of the
Qualified  Follow-On  Offering that such person  converted into in the Qualified
Follow-On Offering. In all other events of a Mandatory Conversion, the Preferred
Shares  will be  converted  into shares of Common  Stock at the then  Conversion
Price as of the date the Mandatory Conversion Event occurred.

            (c)  Conversion  Price.  Subject  to  anti-dilution   adjustment  as
provided in Section 3(e), the  "Conversion  Price" of each Preferred Share shall
equal $.30 (the "Initial Conversion  Price").  Each Preferred Share will convert
into that number of shares of Common  Stock  determined  by dividing  the Stated
Value of each Preferred  Share by the Conversion  Price, as adjusted at the time
of conversion.

            (d) Mechanics of Conversion. To convert Preferred Shares into shares
of Common Stock on any date (a "Conversion  Date"), the holder thereof shall (i)
transmit by


                                      -3-
<PAGE>

facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., Arizona
time on such  date,  a copy of an  executed  notice  of  conversion  in the form
attached hereto as Exhibit I (the "Conversion  Notice") to the Company, and (ii)
surrender  to a common  carrier for  delivery to the  Company  within  three (3)
Business  Days  (as  defined  below)  of such  date  the  original  certificates
representing  the  Preferred  Shares  being  converted  (or  an  indemnification
undertaking  with  respect to such  shares in the case of their  loss,  theft or
destruction) (the "Preferred Stock Certificates"). On or before the third (3rd )
Business Day  following  the date of receipt of a Conversion  Notice (the "Share
Delivery Date"), the Company shall issue and deliver to the address as specified
in the Conversion Notice, a certificate, registered in the name of the holder or
its designee, for the number of shares of Common Stock to which the holder shall
be entitled.  If the number of Preferred  Shares  represented  by the  Preferred
Stock  Certificate(s)  submitted for conversion pursuant to Section 3(d) (ii) is
greater than the number of Preferred  Shares being  converted,  then the Company
shall,  as soon as  practicable  and in no event later than three  Business Days
after  receipt of the  Preferred  Stock  Certificate(s)  (the  "Preferred  Stock
Delivery  Date") and at its own  expense,  issue and deliver to the holder a new
Preferred  Stock  Certificate  representing  the number of Preferred  Shares not
converted.  The person or persons entitled to receive the shares of Common Stock
issuable upon a conversion of Preferred Shares shall be treated for all purposes
as the record holder or holders of such shares of Common Stock on the Conversion
Date.  For  purposes  hereof,  "Business  Day"  shall  mean any day  other  than
Saturday,  Sunday or any day on which state chartered banks are not obligated to
open in  Scottsdale,  Arizona or such other place in the United  States in which
the Company's headquarters' office may then be located.

            (e) Anti-Dilution Provisions.  The Conversion Price in effect at any
time and the number  and kind of  securities  issuable  upon  conversion  of the
Preferred  Shares  shall be  subject  to  adjustment  from time to time upon the
happening of certain events as follows:

                  (i)  Adjustment  for Stock  Splits  and  Combinations.  If the
Company at any time or from time to time on or after the Original  Issuance Date
effects a subdivision of the outstanding Common Stock, the Conversion Price then
in effect immediately before that subdivision shall be proportionately decreased
and the number of shares of Common Stock theretofore  receivable upon conversion
shall be proportionately  increased.  If the Company at any time or from time to
time on or after the Original  Issuance Date combines the outstanding  shares of
Common  Stock into a smaller  number of  shares,  the  Conversion  Price then in
effect immediately before the combination shall be proportionately increased and
the number of shares of Common  Stock  theretofore  receivable  upon  conversion
shall be  proportionately  decreased.  Any adjustment  under this subsection (i)
shall become  effective at the close of business on the date the  subdivision or
combination becomes effective.

                  (ii) Adjustment for Certain  Dividends and  Distributions.  If
the Company at any time or from time to time on or after the  Original  Issuance
Date makes,  or fixes a record date for the  determination  of holders of Common
Stock  entitled  to  receive,  a  dividend  or  other  distribution  payable  in
additional  shares of Common Stock,  then and in each such event the  Conversion
Price then in effect shall be  decreased as of the time of such  issuance or, in
the event such record date is fixed,  as of the close of business on such record
date, by multiplying  the Conversion  Price then in effect by a fraction (1) the
numerator  of which is the total  number of shares of Common  Stock  issued  and
outstanding immediately prior to the time of such issuance


                                      -4-
<PAGE>

or the close of business on such  record date and (2) the  denominator  of which
shall be the total  number of shares of  Common  Stock  issued  and  outstanding
immediately  prior to the time of such issuance or the close of business on such
record  date plus the number of shares of Common  Stock  issuable  in payment of
such dividend or distribution;  provided,  however,  that if such record date is
fixed and such dividend is not fully paid or if such  distribution  is not fully
made on the date  fixed  therefor,  the  Conversion  Price  shall be  recomputed
accordingly  as of the close of business on such record date and  thereafter the
Conversion  Price shall be adjusted  pursuant to this  subsection (ii) as of the
time of actual payment of such dividends or distributions.

                  (iii)  Adjustments for Other Dividends and  Distributions.  In
the event the Company at any time or from time to time on or after the  Original
Issuance Date makes, or fixes a record date for the  determination of holders of
Common Stock entitled to receive,  a dividend or other  distribution  payable in
securities of the Company  other than shares of Common  Stock,  then and in each
such event provision shall be made so that the holders of Preferred Shares shall
receive upon conversion  thereof,  in addition to the number of shares of Common
Stock receivable  thereupon,  the amount of securities of the Company which they
would have received had their Preferred  Shares been converted into Common Stock
on the date of such event and had they  thereafter,  during the period  from the
date  of  such  event  to and  including  the  conversion  date,  retained  such
securities  receivable by them as aforesaid  during such period,  subject to all
other  adjustments  called for during such period under this subsection (e) with
respect to the rights of the holders of the Preferred Shares.

                  (iv)   Adjustment   for    Reclassification,    Exchange   and
Substitution. In the event that at any time or from time to time on or after the
Original  Issuance  Date,  the Common Stock  issuable upon the conversion of the
Preferred Shares is changed into the same or a different number of shares of any
class or classes  of stock,  whether by  recapitalization,  reclassification  or
otherwise  (other than a subdivision  or combination of shares or stock dividend
or a  reorganization,  merger,  consolidation  or sale of assets,  provided  for
elsewhere  in this  subsection  (e)),  then and in any such event each holder of
Preferred  Shares shall have the right thereafter to convert such stock into the
kind and amount of stock and other securities and property  receivable upon such
recapitalization,  reclassification  or other change,  by holders of the maximum
number of shares of Common  Stock  into which such  shares of  Preferred  Shares
could  have  been  converted   immediately   prior  to  such   recapitalization,
reclassification  or  change,  all  subject to further  adjustment  as  provided
herein.

                  (v)  Reorganizations,  Mergers,  Consolidations  or  Sales  of
Assets.  If at any time or from time to time on or after the  Original  Issuance
Date  there is a  capital  reorganization  of the  Common  Stock  (other  than a
recapitalization,  subdivision,  combination,  reclassification  or  exchange of
shares   provided  for  elsewhere  in  this  subsection  (e))  or  a  merger  or
consolidation  of the Company with or into another  corporation,  or the sale of
all or  substantially  all of the Company's  properties  and assets to any other
person, then, as a part of such reorganization,  merger,  consolidation or sale,
provision  shall be made so that  the  holders  of the  Preferred  Shares  shall
thereafter be entitled to receive upon  conversion  of the Preferred  Shares the
number of shares of stock or other  securities  or property to which a holder of
the number of shares of Common Stock deliverable upon conversion would have been
entitled on such capital reorganization,  merger, consolidation, or sale. In any
such  case,  appropriate  adjustment  shall  be made in the  application  of the
provisions of this subsection (e) with respect


                                      -5-
<PAGE>

to the rights of the holders of the Preferred  Shares after the  reorganization,
merger,  consolidation or sale to the end that the provisions of this subsection
(e) (including  adjustment of the Conversion Price then in effect and the number
of  shares  purchasable  upon  conversion  of the  Preferred  Shares)  shall  be
applicable after that event and be as nearly equivalent as may be practicable.

                  (vi) Sale of Shares Below Conversion Price:

                        A. If at any  time or from  time to time  following  the
Original Issuance Date, the Company issues or sells, or is deemed by the express
provisions of this Section 3(e)(vi) to have issued or sold, Additional Shares of
Common  Stock  (as  hereinafter  defined),  other  than as a  dividend  or other
distribution  on any  class  of stock  and  other  than  upon a  subdivision  or
combination  of shares of Common  Stock,  in either  case as provided in Section
3(e)(i) above,  for an Effective  Price (as  hereinafter  defined) less than the
then  existing  Conversion  Price,  then and in each such case the then existing
Conversion Price shall be reduced,  as of the opening of business on the date of
such issue or sale, such that it is equal to the lowest Effective Price at which
any Additional Shares of Common Stock are issued.

                        B. For the  purpose  of making any  adjustment  required
under Section 3(e)(vi) and Section 3(e)(viii), the consideration received by the
Company for any issue or sale of securities  shall (I) to the extent it consists
of cash be computed at the amount of cash  received by the Company,  (II) to the
extent it consists of property other than cash, be computed at the fair value of
that  property  as  determined  in good faith by the board of  directors  of the
Company (the "Board"),  (III) if Additional Shares of Common Stock,  Convertible
Securities  (as  hereinafter  defined) or rights or options to  purchase  either
Additional  Shares of Common Stock or Convertible  Securities are issued or sold
together  with other stock or  securities  or other  assets of the Company for a
consideration which covers both, be computed as the portion of the consideration
so received that may be  reasonably  determined in good faith by the Board to be
allocable to such Additional Shares of Common Stock,  Convertible  Securities or
rights or options, and (IV) be computed after reduction for all expenses payable
by the Company in connection with such issue or sale.

                        C. For the  purpose  of the  adjustment  required  under
Section  3(e)(vi)  and Section  3(e)(viii),  if the Company  issues or sells any
rights,  warrants or options for the purchase  of, or stock or other  securities
convertible into or exchangeable  for,  Additional  Shares of Common Stock (such
convertible or exchangeable stock or securities being hereinafter referred to as
"Convertible  Securities") and if the Effective Price of such Additional  Shares
of Common Stock is less than the Conversion  Price then in effect,  then in each
case the Company  shall be deemed to have issued at the time of the  issuance of
such rights, warrants or options or Convertible Securities the maximum number of
Additional Shares of Common Stock issuable upon exercise, conversion or exchange
thereof and to have received as consideration for the issuance of such shares an
amount equal to the total amount of the  consideration,  if any, received by the
Company for the  issuance  of such  rights,  warrants or options or  Convertible
Securities,  plus, in the case of such rights,  warrants or options, the minimum
amounts of  consideration,  if any,  payable to the Company upon the exercise of
such rights,  warrants or options, plus, in the case of Convertible  Securities,
the minimum amounts of consideration, if any, payable to the Company (other than
by cancellation of liabilities or obligations evidenced


                                      -6-
<PAGE>

by such  Convertible  Securities)  upon the conversion or exchange  thereof.  No
further  adjustment of the Conversion Price,  adjusted upon the issuance of such
rights, warrants,  options or Convertible Securities,  shall be made as a result
of the actual  issuance of Additional  Shares of Common Stock on the exercise of
any such rights,  warrants or options or the  conversion or exchange of any such
Convertible  Securities.  If any such  rights or  options or the  conversion  or
exchange privilege  represented by any such Convertible  Securities shall expire
without having been exercised,  the Conversion  Price adjusted upon the issuance
of such rights, warrants,  options or Convertible Securities shall be readjusted
to the Conversion  Price which would have been in effect had an adjustment  been
made on the basis that the only Additional Shares of Common Stock so issued were
the Additional  Shares of Common Stock,  if any,  actually issued or sold on the
exercise  of such  rights,  warrants,  or  options  or rights of  conversion  or
exchange of such Convertible  Securities,  and such Additional  Shares of Common
Stock, if any, were issued or sold for the  consideration  actually  received by
the  Company  upon  such  exercise,  plus the  consideration,  if any,  actually
received by the  Company  for the  granting  of all such  rights,  warrants,  or
options,  whether or not exercised,  plus the consideration received for issuing
or selling the Convertible Securities actually converted or exchanged,  plus the
consideration,  if  any,  actually  received  by  the  Company  (other  than  by
cancellation  of  liabilities  or  obligations  evidenced  by  such  Convertible
Securities) on the conversion or exchange of such Convertible Securities.

                        D. For the  purpose  of the  adjustment  required  under
Section 3(e)(vi) and Section  3(e)(viii),  if the Company issues or sells, or is
deemed by the express  provisions of this subsection to have issued or sold, any
rights  or  options  for  the  purchase  of  Convertible  Securities  and if the
Effective  Price of the  Additional  Shares  of  Common  Stock  underlying  such
Convertible Securities is less than the Conversion Price then in effect, then in
each such  case the  Company  shall be deemed to have  issued at the time of the
issuance of such rights or options the maximum  number of  Additional  Shares of
Common  Stock  issuable  upon  conversion  or  exchange  of the total  amount of
Convertible Securities covered by such rights or options and to have received as
consideration  for the  issuance of such  Additional  Shares of Common  Stock an
amount equal to the amount of consideration, if any, received by the Company for
the issuance of such rights,  warrants or options,  plus the minimum  amounts of
consideration,  if any, payable to the Company upon the exercise of such rights,
warrants or options,  plus the minimum amount of consideration,  if any, payable
to the  Company  (other  than by  cancellation  of  liabilities  or  obligations
evidenced by such  Convertible  Securities)  upon the  conversion or exchange of
such  Convertible  Securities.  No further  adjustment of the Conversion  Price,
adjusted upon the issuance of such rights, warrants or options, shall be made as
a result of the actual issuance of the Convertible  Securities upon the exercise
of such rights,  warrants or options or upon the actual  issuance of  Additional
Shares of Common  Stock upon the  conversion  or  exchange  of such  Convertible
Securities.  The provisions of paragraph (C) above for the  readjustment  of the
Conversion  Price  upon the  expiration  of rights,  warrants  or options or the
rights of conversion or exchange of Convertible  Securities  shall apply mutatis
mutandis to the rights,  warrants options and Convertible Securities referred to
in this paragraph (D).

                        E.  "Additional  Shares of Common  Stock" shall mean all
shares of Common Stock  issued by the Company on or after the Original  Issuance
Date,  whether or not subsequently  reacquired or retired by the Company,  other
than (I) shares of Common Stock issuable upon conversion of the Preferred Shares
(sometimes hereinafter referred to as the


                                      -7-
<PAGE>

"Conversion Shares"),  (II) shares of Common Stock issuable upon exercise of the
Warrants,  (III)  shares of Common  Stock  issuable  upon  exercise of warrants,
options and convertible  securities outstanding as of the Original Issuance Date
(provided that the terms of such warrants,  options and  convertible  securities
are not modified after the Original Issuance Date to adjust the exercise price),
(IV) shares of Common Stock issued to  individuals  who are or were employees or
directors  of or  consultants  and  advisors  to the  Company  pursuant to stock
purchases or stock option plans or other arrangements  approved by the Board (or
Compensation Committee), or pursuant to guidelines approved by the Board (or the
Compensation  Committee) or upon exercise of options or warrants granted to such
parties  pursuant to any such plan or  arrangement  up to a maximum of 2,500,000
shares of Common  Stock,  (V) shares of Common Stock issued in  connection  with
bona fide acquisitions,  mergers,  joint ventures and other similar transactions
approved by the Board,  (VI) shares of Common Stock issued pursuant to any event
for which  adjustment is made to the Conversion  Price under Section 3(e) hereof
or to the exercise  price under the  anti-dilution  provisions  of the Warrants,
(VII)  shares of Common  Stock  issued as  dividend  payments  on the  Preferred
Shares,  and (VIII) shares of Common Stock in connection  with public  offerings
and  private  placement  of  the  Company's  securities  conducted  through  the
Placement  Agent.  The  "Effective  Price" of Additional  Shares of Common Stock
shall mean the quotient  determined  by dividing the total number of  Additional
Shares of Common Stock issued or sold,  or deemed to have been issued or sold by
the  Company  under  this  subsection  (vi),  into the  aggregate  consideration
received,  or deemed to have been received,  by the Company for such issue under
this  subsection  (vi),  for such  Additional  Shares  of Common  Stock.  "Other
Securities"  with  respect  to an issue or sale of  Additional  Shares of Common
Stock shall mean Convertible Securities other than the Preferred Shares, and the
Warrants;  "the number of shares of Common Stock underlying Other Securities" on
a particular  date shall mean the number of shares of Common Stock issuable upon
the  exercise,  conversion  or  exchange,  as the  case  may be,  of such  Other
Securities  at the  close  of  business  on  such  date.  For  purposes  of this
Certificate of  Designations  (i) "Market Price" is defined as the Closing Price
per share of Common Stock on the  principal  Trading  Market on which the Common
Stock is  included  for  trading;  provided,  that if there is no trading in the
Common  Stock on a  particular  Trading Day on the  relevant  principal  Trading
Market,  the  Market  Price for that day shall be the  Market  Price on the last
preceding  Trading  Day on which  there was  trading in the Common  Stock on the
principal Trading Market,  (ii) "Closing Price" means on any particular date (a)
the last  reported  closing  price per share of the Common Stock on such date on
the Trading  Market (as reported by Bloomberg  L.P. at 4:15 p.m. (New York time)
as the last reported  closing price for regular session trading on such day), or
(b) if  there is no such  price on such  date,  then  the  closing  price on the
Trading Market on the date nearest preceding such date (as reported by Bloomberg
L.P.  at 4:15 p.m.  (New York time) as the  closing  price for  regular  session
trading on such day), or (c) if the Common Stock is not then listed or quoted on
the Trading  Market and if prices for the Common Stock are then  reported in the
"pink sheets" published by the Pink Sheets LLC (the "Pink Sheets") (or a similar
organization  or agency  succeeding to its functions of reporting  prices),  the
most  recent  price per share of the  Common  Stock so  reported,  or (d) if the
shares of Common Stock are not then  publicly  traded the fair market value of a
share of Common Stock as  determined  in good faith by the Board of Directors of
the Company;  (iii)  "Trading  Day" means (a) a day on which the Common Stock is
traded  on a  Trading  Market,  or (b) if the  Common  Stock is not  quoted on a
Trading   Market,   a  day  on  which  the   Common   Stock  is  quoted  in  the
over-the-counter  market  as  reported  by  the  Pink  Sheets  (or  any  similar
organization or agency succeeding to its functions of


                                      -8-
<PAGE>

reporting  price);  provided,  that in the event  that the  Common  Stock is not
listed or quoted as set forth in (a),  and (b)  hereof,  then  Trading Day shall
mean a Business  Day; and (iv) "Trading  Market" means the following  markets or
exchanges  on which the Common Stock is listed or quoted for trading on the date
in question:  the OTC Bulletin Board, the American Stock Exchange,  the New York
Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market.

                        F. Other than a  reduction  pursuant  to its  applicable
anti-dilution  provisions,   any  reduction  in  the  conversion  price  of  any
Convertible  Security,  whether  outstanding  on the Original  Issuance  Date or
thereafter,  or the price of any  option,  warrant or right to  purchase  Common
Stock or any  Convertible  Security  (whether  such option,  warrant or right is
outstanding on the Original Issuance Date or thereafter),  to an Effective Price
less than either the then Fair Market  Value or the  current  Conversion  Price,
shall be deemed to be an  issuance  of such  Convertible  Security  and all such
options,  warrants or rights at such  Effective  Price,  and the  provisions  of
Sections 3(vi)(C), (D) and (E) shall apply thereto mutatis mutandis.

                  (vii) No Adjustments in Certain  Circumstances.  No adjustment
in the Conversion  Price shall be required unless such adjustment  would require
an increase or  decrease of at least one ($0.01)  cent in such price;  provided,
however,  that any adjustments  which by reason of this subsection (vii) are not
required  to be made shall be  carried  forward  and taken  into  account in any
subsequent adjustment required to be made hereunder. All calculations under this
Section  3(d)(vii)  shall  be  made  to  the  nearest  cent  or to  the  nearest
one-hundredth of a share, as the case may be.

                  (viii) Corresponding Share Adjustment.  Any time an adjustment
is made to the Conversion  Price pursuant to Section 3(e) of this Certificate of
Designations,  a corresponding  proportionate change shall be made to the number
of shares of Common Stock issuable upon such conversion.

            (f) No  Impairment.  The  Company  will  not,  by  amendment  of its
Certificate of Incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or  performed  hereunder by the Company but will at all
times in good faith  assist in the carrying  out of all the  provisions  of this
Section  3 and in the  taking  of  all  such  action  as  may  be  necessary  or
appropriate  in order to protect  the  conversion  rights of the  holders of the
Preferred Shares against impairment.

            (g)  Certificate  as to  Adjustments.  Upon the  occurrence  of each
adjustment or readjustment  of the Conversion  Price pursuant to this Section 3,
the  Company  at  its  expense  shall  promptly   compute  such   adjustment  or
readjustment  in accordance  with the terms hereof and furnish to each holder of
Preferred Shares a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.
The  Company  shall,  upon the  written  request  at any time of any  holder  of
Preferred  Shares,  furnish  or  cause  to be  furnished  to such  holder a like
certificate   setting  forth  (i)  such  adjustments  and  readjustments,   (ii)
Conversion Price at the time in effect, and (iii) the number of


                                      -9-
<PAGE>

shares of Common Stock and the amount,  if any, of other  property  which at the
time would be received upon the conversion of the Preferred Shares.

            (h) Status of Converted  Stock.  In the event any  Preferred  Shares
shall be converted  pursuant to Section 3 hereof,  the shares so converted shall
be canceled and shall not be reissued as Preferred Shares.

            (i) Stock Purchase Rights.  If at any time or from time to time, the
Company  grants or issues to the record holders of the Common Stock any options,
warrants or rights (collectively,  "Stock Purchase Rights") entitling any holder
of Common Stock to purchase  Common Stock or any  security  convertible  into or
exchangeable  for Common Stock or to purchase any other stock or  securities  of
the Company, the holders of Preferred Shares shall be entitled to acquire,  upon
the terms applicable to such Stock Purchase Rights, the aggregate Stock Purchase
Rights which such holders of  Preferred  Shares could have  acquired if they had
been the record holder of the maximum  number of shares of Common Stock issuable
upon conversion of their  Preferred  Shares on both (x) the record date for such
grant or issuance of such Stock Purchase  Rights,  and (y) the date of the grant
or issuance of such Stock Purchase Rights.

      (4)  Assumption  and  Provision   Upon  Organic   Change.   Prior  to  the
consummation  of any Organic Change (as defined  below),  the Company shall make
appropriate provision to ensure that each of the holders of the Preferred Shares
will  thereafter have the right to acquire and receive in lieu of or in addition
to (as the case may be) the  shares  of  Common  Stock  immediately  theretofore
acquirable and receivable upon the conversion of such holder's  Preferred Shares
such  shares of stock,  securities  or assets  that  would  have been  issued or
payable in such Organic  Change with respect to or in exchange for the number of
shares of Common Stock which would have been  acquirable and receivable upon the
conversion of such holder's Preferred Shares into Common Stock immediately prior
to such Organic Change.  The following shall constitute an "Organic Change:" any
recapitalization,  reorganization,  reclassification,  consolidation  or merger,
sale of all or  substantially  all of the Company's  assets to another Person or
other  transaction  which is effected in such a way that holders of Common Stock
are entitled to receive (either directly or upon subsequent  liquidation) stock,
securities or assets with respect to or in exchange for Common Stock.

      (5) Reservation of Authorized Shares. The Company shall, so long as any of
the Preferred Shares are  outstanding,  take all action necessary to reserve and
keep available out of its authorized and unissued  Common Stock,  solely for the
purpose of effecting the conversion of the Preferred Shares, 100% of such number
of shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all of the Preferred Shares then outstanding.

      (6) Liquidation,  Dissolution, Winding-Up. In the event of any Liquidation
(as defined below) of the Company,  the holders of the Preferred Shares shall be
entitled  to receive out of the assets of the  Company,  legally  available  for
distribution  therefrom (the  "Liquidation  Funds"),  before any amount shall be
paid to the  holders  of any of the  capital  stock of the  Company of any class
junior in rank to the Preferred  Shares in respect of the  preferences as to the
distributions and payments on the liquidation, dissolution and winding up of the
Company,  an amount per Preferred Share equal to the sum of (i) the Stated Value
of each such Preferred Share (as adjusted for any stock  dividend,  stock split,
combination or other similar


                                      -10-
<PAGE>

recapitalization  affecting  such shares in the manner  provided in Section 3(e)
for the adjustment of the Conversion Price),  (ii) all dividends,  if any, which
have accrued or are payable  under  Section 8 hereof,  but have not been paid in
cash and received by the holders of the Preferred Stock, up to and including the
date full payment is tendered to the holder of such Preferred Share with respect
to such Liquidation, and (iii) fifteen (15%) percent of the Stated Value of each
such  Preferred  Share  (collectively,  the  "Preferred  Liquidation  Payment");
provided  that,  if the  Liquidation  Funds are  insufficient  to pay,  issue or
deliver the full amount due to the holders of Preferred Shares, then each holder
of Preferred Shares shall receive a percentage of the Liquidation Funds equal to
the full amount of  Liquidation  Funds  payable to such holder as a  liquidation
preference,  as a percentage of the full amount of Liquidation  Funds payable to
all holders of Preferred  Shares.  After the Preferred  Liquidation  Payment has
been paid in full to the holders of the Preferred Shares, they shall be entitled
to no other payment.  No holder of Preferred Shares shall be entitled to receive
any amounts with respect  thereto  upon any  Liquidation  other than the amounts
provided for herein.

      "Liquidation" means either (i) any liquidation,  dissolution or winding up
of the Company, whether voluntary or involuntary or (ii) any Equity Merger.

      "Cash-Out  Liquidation"  means (i) a change in the  voting  control of the
Company  such that any one person,  entity or "group" (as  contemplated  by Rule
13d-5(b)(1) under the Securities Exchange Act of 1934, as amended) acquires from
the Company in one or more related  transactions  the right to cast greater than
50% of votes  eligible to be cast by all holders of capital stock of the Company
in the election of directors of the Company,  provided that such  transaction is
approved  by the  Board  of  Directors  of the  Company  or (ii) any  merger  or
consolidation  of the Company with or into another  entity or any sale of all or
substantially  all of the  assets of the  Company  provided  that  such  merger,
consolidation or sale is not an Equity Merger.

      "Equity Merger" shall include any merger or  consolidation  of the Company
with or into another entity and/or the sale of all or  substantially  all of the
assets of the Company,  provided that the consideration  received by the Company
or its  shareholders in such  transaction  consists solely of equity  securities
(disregarding any payments for fractional shares).

      (7) Preferred  Rank. All shares of Common Stock shall be of junior rank to
all Preferred  Shares in all respects as to the preferences as to  distributions
and payments upon the  liquidation,  dissolution  and winding up of the Company.
The rights of the shares of Common Stock shall be subject to the preferences and
relative  rights of the  Preferred  Shares.  The  Company  shall  not  create or
authorize  any other class or series of capital  stock ranking pari passu and/or
senior  in any  respect  to the  Preferred  Shares,  or issue  any  indebtedness
convertible  into, or exchangeable or redeemable  for, any equity  security,  or
issue any  indebtedness  issued  together  with any right,  option or warrant to
purchase  any equity  security  without the express  written  consent of holders
owning no less than 50.1% of the then issued and outstanding Preferred Shares.

      (8) Dividends.  The holders of the Preferred Shares shall be entitled when
and as  declared  by the  Board  of  Directors,  out of  funds  Company  legally
available therefor,  cumulative  dividends at the rate of eight (8%) percent per
annum per Preferred Share payable, at the option of the Company,  either in cash
or by the issuance by the Company of Preferred Shares,


                                      -11-
<PAGE>

determined  by dividing the amount of  dividends  that are payable by the Stated
Amount  immediately  preceding the Dividend Date (as  hereinafter  defined),  in
accordance  with the provisions of this Section 8. Such dividends shall be prior
and  in  preference  to any  declaration  or  payment  of  any  dividend  or any
Distribution  (as  hereinafter  defined  in  Section 8 hereof)  on shares of the
Common Stock,  or any other class or series of the capital stock  (including any
other series of the preferred stock) ranking junior to the Preferred Shares upon
liquidation, upon redemption or as to dividends (the Common Stock and such other
class or series of the Capital Stock hereinafter collectively referred to as the
"Junior Stock").

            (a) Payment.  Dividends on the Preferred  Shares shall be cumulative
and shall  accrue on each  Preferred  Share  (whether or not earned or declared)
from day to day from the date of original  issuance.  Dividends shall be payable
quarterly,  in arrears, on each successive first day of January, April, July and
October  (a  "Dividend  Date"),  commencing  on July 1,  2005,  unless  any such
Dividend  Date is a  non-Business  Day,  in which  event the  dividend  shall be
payable on the next  Business  Day.  Dividends  for any period that is less than
three full calendar  months shall be pro-rated  based upon a  365-day-year.  The
Company shall not declare or pay the scheduled dividend for any quarterly period
unless the Company has sufficient funds legally available for such purpose.

            (b) Record Date.  When the Board of  Directors  declares a quarterly
dividend,  the  dividend  shall be  payable  to the  holders  of  record  of the
Preferred Shares on the 15th day of the month (if a Business Day; if not, on the
next Business Day) immediately preceding the respective Dividend Date or on such
other record date as shall be fixed by the Board of Directors, provided that the
record date shall not be more than 60 or less than 10 days prior to the dividend
payment date.

            (c) Payment Form.  At its option,  the Company may pay a dividend in
cash or in the form of the Preferred  Shares,  determined by dividing the amount
of dividends  that are payable by the Stated  Amount  immediately  preceding the
Dividend Date.

            (d)  Accrued  and  Unpaid  Dividends.  Except  as may  otherwise  be
provided herein, or except as may be waived by the holders of not less than 50.1
% of the  then  outstanding  shares  of the  Preferred  Shares,  so  long as any
Preferred  Shares shall be outstanding  and unless and until all accumulated but
unpaid  dividends on the Preferred  Shares shall have been paid or provided for,
then (1) no dividends shall be paid, whether in cash or property,  nor shall any
distribution be made, on the Junior Stock (other than dividends or distributions
on the  Common  Stock  in  shares  of  the  capital  stock  of  the  Company  or
subscription rights,  options or warrants to subscribe for or purchase shares of
any such  capital  stock);  (2) no shares of the Junior Stock shall be redeemed,
purchased or otherwise  acquired for any consideration by the Company (except by
conversion  into,  or exchange  for,  shares of the Junior  Stock);  and (3) the
Company shall not  distribute to the holders of the Junior Stock any assets upon
Liquidation of the Company.

            (e)  Partial  Payment.  Notwithstanding  anything  to  the  contrary
provided herein or elsewhere,  the Board of Directors may declare the payment of
a dividend on


                                      -12-
<PAGE>

the Preferred Shares in an amount less than all accumulated but unpaid dividends
thereon  provided that the Company has  sufficient  funds legally  available for
such purpose.

            (f) Interest.  If the dividends on any Preferred  Shares shall be in
arrears,  the holders  thereof shall not be entitled to any interest  thereon or
any other sum of money in lieu thereof.

            (g)  Definition  of  Distribution.  For  purposes of this Section 8,
unless the context otherwise requires, "Distribution" shall mean the transfer of
cash or property without consideration, whether by way of dividend or otherwise,
payable  other than in shares of the capital  stock (other than  repurchases  of
shares of the Common Stock held by employees or  consultants of the Company upon
termination of their employment or services pursuant to agreements providing for
such repurchase) for cash or property,  including any such transfer, purchase or
redemption by a subsidiary of the Company.

            (h) Other  Dividends.  The holders of the Preferred Shares shall, as
holders  of  Preferred   Shares,   be  entitled  to  such   dividends  paid  and
distributions  made to the holders of Common Stock to the same extent as if such
holders of Preferred Shares had converted the Preferred Shares into Common Stock
(without  regard to any  limitations on conversion  herein or elsewhere) and had
held such  shares of Common  Stock on the  record  date for such  dividends  and
distributions.  Payments under the preceding sentence shall be made concurrently
with the dividend or distribution to the holders of Common Stock. So long as any
Preferred Shares shall be outstanding, no dividends, whether in cash, securities
or property,  shall be paid or  declared,  nor shall any other  distribution  be
made, on the Common Stock or any other security  junior to the Preferred  Shares
as to dividend rights, unless all dividends, if any, payable with respect to the
Preferred  Shares shall have been paid or declared and duly provided for in cash
or in kind.

      (9)  Vote to  Issue,  or  Change  the  Terms  of,  Preferred  Shares.  The
affirmative  vote  of the  holders  of not  less  than a  majority  of the  then
outstanding  Preferred  Shares at a meeting  duly called for such purpose or the
written  consent without a meeting of the holders of not less than a majority of
the then  outstanding  Preferred  Shares shall be required for any  amendment to
this  Certificate of Designations or the Company's  Articles of Incorporation or
By-Laws which would amend, alter,  change,  repeal or otherwise adversely affect
any of the powers, designations, preferences and rights of the Preferred Shares.

      (10) Lost or Stolen Certificates.  Upon receipt by the Company of evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation  of any  Preferred  Stock  Certificates  representing  the  Preferred
Shares,  and, in the case of loss, theft or destruction,  of any indemnification
undertaking  by the holder to the Company in customary  form and, in the case of
mutilation,   upon   surrender  and   cancellation   of  the   Preferred   Stock
Certificate(s),  the Company  shall  execute and  deliver  new  preferred  stock
certificate(s) of like tenor and date.

      (11)  Notices.  Whenever  notice  is  required  to  be  given  under  this
Certificate of Designations, unless otherwise provided herein, such notice shall
be given in accordance with the notice  provisions set forth in the Subscription
Agreement. The Company shall provide such


                                      -13-
<PAGE>

holder of Preferred  Shares with written  notice at least ten (10) days prior to
the date on which the Company  closes its books or takes  record with respect to
any pro rata subscription offer to holders of Common Stock.

      (12)  Registration  Rights.  The Conversion  Shares have the  registration
rights set forth in the Registration Rights Agreement by and among each original
purchaser of Preferred Shares of the Company.

      (13) Mandatory Redemption.

            (a) On the  third  (3rd)  anniversary  of the  date of the  Original
Issuance Date (the "3rd Anniversary"),  the Company shall no later than ten (10)
days  following  the  date of the 3rd  Anniversary,  redeem  for cash all of the
Preferred  Shares at a redemption  price equal to the Stated Value (as adjusted)
plus all  dividends,  if any,  which have accrued or are payable under Section 8
hereof,  but have  not been  paid in cash and  received  by the  holders  of the
Preferred Shares (collectively, the "Redemption Price").

            (b)  Within  twenty  (20) days  prior to the  Redemption  Date,  the
Company  shall mail,  first class mail,  postage  prepaid,  written  notice (the
"Notice of  Redemption")  to each  holder of record (at the close of business on
the business day preceding the day on which notice is given) of Preferred Shares
at the address last shown on the records of the Company for such holder or given
by the holder to the Company,  for the purpose of  notifying  such holder of the
redemption to be effected.  The Notice of  Redemption  shall specify a date (the
"Redemption  Date") no later than ten (10) days following the Redemption Date on
which the holders of the  Preferred  Shares  shall be redeemed  and the place at
which  payment  may be  obtained,  which shall be the  principal  offices of the
Company or such other  place as shall be mutually  agreeable  to the Company and
the  holders  of not less  than a  majority  of the then  outstanding  Preferred
Shares. The Notice of Redemption shall call upon each holder of Preferred Shares
to  surrender to the Company,  in the manner and at the place  designated,  such
holder's  certificate or certificates  representing  the Preferred  Shares to be
redeemed.

            (c) On each  Redemption  Date,  the Company shall pay the Redemption
Price to each  holder of  Preferred  Shares  in cash to the order of the  person
whose name appears on the certificate or certificates of the Preferred Shares to
be  redeemed  in the  manner and at the place  designated,  and  thereupon  each
surrendered certificate shall be cancelled.

            (d) If the Company does not pay the entire cash Redemption  Price on
the Redemption Date (as defined below), the Redemption Price shall automatically
be  increased  by ten (10%)  percent at the end of each  thirty  (30) day period
during which the Company does not deliver the cash  Redemption  Price (and for a
pro-rata percentage for any partial thirty (30) day period).

            (e) From and after each  Redemption  Date,  unless  there shall have
been a default  in  payment of the  Redemption  Price,  in which case all rights
shall  survive  until so paid,  all rights of the  holders of  Preferred  Shares
(except the right to receive the Redemption  Price  subsequent to the Redemption
Date upon  surrender  of their  certificate  or  certificates)  shall cease with
respect to such Preferred Shares and such Preferred Shares so redeemed shall not
thereafter


                                      -14-
<PAGE>

be transferred  on the books of the Company or be deemed to be  outstanding  for
any purpose whatsoever.

      (14)  Covenants of the Company.  So long as at least 25% of the  aggregate
Stated Value of all Preferred  Shares issued in the Offering  remains issued and
outstanding,  and without  the  approval of the holders of at least 50.1% of the
then aggregate Stated Value of the then outstanding  Preferred  Shares,  neither
the Company nor any of its Subsidiaries (as defined in the Notes) shall directly
and/or indirectly:

            (i)   acquire any assets  other than the First  Acquisitions  or the
                  Follow-On   Acquisitions   (as   defined   in  the  PPM,   and
                  collectively, the "Acquisitions");

            (ii)  sell,  transfer and/or otherwise dispose of (other than in the
                  ordinary  course  of  business),  any  assets  (other  than  a
                  Permitted Asset Sale, as defined in the Notes),  capital stock
                  and/or effectuate any change of control transaction;

            (iii) incur any indebtedness for borrowed money other than the Notes
                  (and as otherwise expressly permitted in the Notes);

            (iv)  enter  into  any  material   agreement   that  would   require
                  disclosure  pursuant  to Item 1.1 of Form 8-K,  other than any
                  agreement related to the Acquisitions; or

            (v)   create any Subsidiaries  other than  Subsidiaries all of whose
                  capital stock is owned by the Company.

      IN  WITNESS  WHEREOF,  FBO Air,  Inc.,  has  caused  this  Certificate  of
Designations to be duly executed this ____ day of ________, 2005.


                                        /s/ Ronald J. Ricciardi
                                        ------------------------------
                                        Ronald J. Ricciardi
                                        President and Chief Executive Officer


                                      -15-
<PAGE>

                                    EXHIBIT I

                                  FBO AIR, INC.
                                  -------------

                                CONVERSION NOTICE


      Reference  is  made  to  the  Certificate  of  Designations  of  Series  A
Convertible   Preferred   Stock  of  FBO  Air,   Inc.   (the   "Certificate   of
Designations").   In  accordance   with  and  pursuant  to  the  Certificate  of
Designations,  the undersigned  hereby elects to convert the number of shares of
Series A Convertible  Preferred Stock, par value $0.01 per share (the "Preferred
Shares"),  of FBO Air, Inc., a Nevada  corporation  (the  "Company"),  indicated
below  into  shares of Common  Stock,  par value  $0.01 per share  (the  "Common
Stock"), of the Company, as of the date specified below.

      Date of Conversion:
                         -------------------------------------------------------

      Number of Preferred Shares to be converted:
                                                  ------------------------------

      Stock certificate number(s) of Preferred Shares to be converted:
                                                                      ----------

      Please deliver the Common Stock into which the Preferred  Shares are being
converted to the following address:


                        ----------------------------

                        ----------------------------

                        ----------------------------

                        ----------------------------