Exhibit 10.4


                        SERVICES AND OPERATING AGREEMENT



This Agreement is made effective this 6th day of May, 2002 by and between
Hamilton Aviation, Inc. (hereinafter "HAM") and Hamilton Aerospace Technologies,
Inc. (hereinafter "HAT") and collectively (hereinafter the "Parties").

WHEREAS:

HAT currently holds a FAA part 145 Certificate Repair Station for Aircraft
Maintenance and HAT has contracts for 3rd Party Maintenance (hereinafter "3rd
Party Maintenance Contracts") and desires to contract with HAM to provide labor,
equipment and premises to perform said contracts.

WHEREAS:

HAM and HAT are parties to several other agreements, including the Sale of
Assets Agreement dated April 15, 2002, the Funding and Operation Agreement
dated, April 15, 2002.

THEREFORE:

In exchange of good and valuable consideration between the Parties as described
below and other good and valuable consideration the Parties hereby do agree and
covenant the following:

     1.   HAT represents and warrants that it is the holder in good standing of
          a FAA issued Part 145 Repair Station Certificate No. #KT3R643L, with
          ratings for B-737, B727, DC-9, and MD-80 Aircraft, and HAM represents
          and warrants that it has the available staff, equipment and facilities
          to undertake the 3rd Party Maintenance Contracts mentioned above.

     2.   HAT has secured contracts with various Aircraft Operators and Leasing
          Companies for Maintenance and Modification of Large Jet Aircraft that
          HAM has the capability to perform.

     3.   HAT will pay to HAM 95% of the 3rd Party Maintenance Contract business
          that HAM accepts from HAT on a payment schedule agreed to by the
          Parties for each 3rd Party Maintenance Contract.

     4.   Additional Work required under each 3rd Party Maintenance Contract by
          HAT and performed by HAM will be billed by HAM to HAT as described in
          the applicable Additional Work orders signed by the Parties, and HAT
          shall pay HAM for such additional work on a payment schedule agreed to
          by the Parties for each 3rd Party Maintenance Contract.

     5.   The term of this Agreement shall be for a period consistent with the
          completion time of each 3rd Party Maintenance Contract which HAM
          accepts from HAT, or may be terminated or extended on request of HAT
          and agreed to in writing by the Parties.

<PAGE>


     6.   This Agreement is meant to facilitate the various other agreements
          said parties are signatories to and mentioned above. Interpretation of
          this Agreement is intended by the Parties to be governed by the
          performance conditions and covenants of said other Agreements and are
          a supplement to same.

     7.   Time is of the essence in the performance of the Parties obligations
          under this Agreement.

     8.   Waiver. Failure of any party at any time to require performance of any
          provision of this Agreement shall not limit the party's right to
          enforce the provision, nor shall any waiver of any breach of any
          provision be a waiver of any succeeding breach of any provision or a
          waiver of the provision itself for any other provision.

     9.   Assignment. No assignment of this Agreement shall be permissible by
          any party, without the written consent of all the other parties.

     10.  Law Governing. This Agreement shall be governed by and construed in
          accordance with the laws of the State of Delaware.

     11.  Venue. This parties to this Agreement agree that any action on this
          Agreement shall be brought in a court of competent jurisdiction
          located in New Castle County, Delaware.

     12.  Attorney Fees. In the event an arbitration, suit or action is brought
          by any party under this Agreement to enforce any of its terms, or in
          any appeal therefrom, it is agreed that the prevailing party shall be
          entitled to reasonable attorneys' fees to be fixed by the arbitrator,
          trial court and/or appellate court.

     13.  Presumption. This Agreement or any section thereof shall not be
          construed against any party due to the fact that said -----------
          Agreement or any section thereof was drafted by said party.

     14. Computation of Time. In computing any period of time pursuant to this
         Agreement, the day of the act, event or default from which the
         designated period of time begins to run shall be included, unless it is
         a Saturday, Sunday or a legal holiday, in which event the period shall
         begin to run on the next day which is not a Saturday, Sunday or a legal
         holiday, in which event the period shall run until the end of the next
         day thereafter which is not a Saturday, Sunday or legal holiday.

     15.  Titles and Captions. All article, section and paragraph titles or
          captions contained in this Agreement are for convenience only and
          shall not be deemed part of the context nor affect the interpretation
          of this Agreement.

     16.  Pronouns and Plurals. All pronouns and any variations thereof shall be
          deemed to refer to the masculine, feminine, neuter, singular or plural
          as the identity of the Person or Persons may require.

<PAGE>


     17.  Entire Agreement. This Agreement contains the entire understanding
          between and among the parties and supersedes any prior understandings
          and agreements among them respecting the subject matter of this
          Agreement.

     18.  Prior Agreements. This document is the entire, final and complete
          agreement of the parties and supersedes and replaces all prior or
          existing written and oral agreements (including any earnest money
          agreement) between the parties or their representatives relating to
          the Property.

     19.  Modifications Must Be in Writing. This Agreement may not be changed
          orally. All modifications of this Agreement must be in writing and
          must have be signed by each party.

     20.  Agreement Binding. This Agreement shall be binding upon the heirs,
          executors, administrators, successors and assigns of the parties
          hereto.

     21.  Further Action. The parties hereto shall execute and deliver all
          documents, provide all information and take or forbear from all such
          action as may be necessary or appropriate to achieve the purposes of
          this Agreement.

     22.  Good Faith, Cooperation and Due Diligence. The parties hereto
          covenant, warrant and represent to each other good faith, complete
          cooperation, due diligence and honesty in fact in the performance of
          all obligations of the parties pursuant to this Agreement. All
          promises and covenants are mutual and dependent.

     23.  Counterparts. This Agreement may be executed in several counterparts
          and all so executed shall constitute one Agreement, binding on all the
          parties hereto even though all the parties are not signatories to the
          original or the same counterpart.

     24.  Facsimile Signatures. Facsimile transmission of any signed original
          document, and the retransmission of any signed facsimile transmission,
          shall be the same as delivery of the original signed document. At the
          request of any party, a party shall confirm documents with a facsimile
          transmitted signature by signing an original document.

     25.  Parties in Interest. Nothing herein shall be construed to be to the
          benefit of any third party, nor is it intended that any provision
          shall be for the benefit of any third party.

     26.  Savings Clause. If any provision of this Agreement, or the application
          of such provision to any person or circumstance, shall be held
          invalid, the remainder of this Agreement, or the application of such
          provision to persons or circumstances other than those as to which it
          is held invalid, shall not be affected thereby.
<PAGE>




     WHEREFORE the parties do hereby set their hand and seal this 6th day of
May, 2002:





Hamilton Aviation                                Hamilton Aerospace
                                                          Technologies, Inc.

-----------------------                          -------------------------------
By:  President                                            By:  President