Exhibit 4.2

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION  WITH, THE SALE
OR DISTRIBUTION  THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                                  FBO AIR, INC.

                               WARRANT TO PURCHASE
                               ____________ SHARES
                                 OF COMMON STOCK
                             (SUBJECT TO ADJUSTMENT)
                            (Void after ______, 2010)

No: PPUW-__

      This  certifies  that  for  value,   _______________________________,   or
registered assigns (the "HOLDER"),  is entitled,  subject to the terms set forth
below, at any time from and after March 31, 2005 (the "ORIGINAL  ISSUANCE DATE")
and before 5:00 p.m.,  Eastern Time, on March 31, 2010 (the "EXPIRATION  DATE"),
to  purchase  from  FBO  AIR,  INC.,  a  Nevada   corporation  (the  "COMPANY"),
__________________________  (______)  shares (subject to adjustment as described
herein),  of common  stock,  par value  $0.001 per share,  of the  Company  (the
"COMMON STOCK"),  upon surrender  hereof, at the principal office of the Company
referred to below,  with a duly executed  subscription form in the form attached
hereto as EXHIBIT A and  simultaneous  payment  therefor in lawful,  immediately
available money of the United States or otherwise as hereinafter provided, at an
initial  exercise price per share of $0.60 (the  "PURCHASE  PRICE") The Purchase
Price is subject to further  adjustment as provided below,  and the term "COMMON
STOCK" shall include, unless the context otherwise requires, the stock and other
securities  and  property  at the  time  receivable  upon the  exercise  of this
Warrant.  The term  "WARRANT,"  as used herein,  shall mean this Warrant and any
other  Warrants  delivered  in  substitution  or  exchange  therefor as provided
herein. The term "WARRANTS" as used herein, shall mean the Warrant and any other
Warrants  issued in the  Offering  (as such term is  defined  in the  succeeding
paragraph).

      This Warrant was issued in connection with the Company's private placement
offering (the  "OFFERING") of its units (the  "UNITS"),  as described in greater
detail in the Company's Confidential  Information Memorandum,  dated February 8,
2005, as amended or supplemented from time to time (the "MEMORANDUM"). Laidlaw &
Company (UK) Ltd.  acted as placement  agent for the  Offering  (the  "PLACEMENT
AGENT").  In the  Offering,  the  Company  sold its  securities  to  "accredited
investors" pursuant to Subscription Agreements (the "SUBSCRIPTION AGREEMENTS").


                                      E-13
<PAGE>

      1.  Exercise.  This  Warrant may be  exercised at any time or from time to
time from and after the  Original  Issuance  Date and before 5:00 p.m.,  Eastern
Time, on the Expiration Date, on any BUSINESS DAY (as hereinafter defined),  for
the full number of shares of Common Stock called for hereby,  by surrendering it
at the  principal  office  of the  Company  (currently  9807 East  Charter  Oak,
Scottsdale,  Arizona 85260) with the subscription  form duly executed,  together
with  payment  in an amount  equal to (a) the  number of shares of Common  Stock
called for on the face of this Warrant, as adjusted in accordance with Section 4
of this  Warrant  (without  giving  effect to any  further  adjustment  herein),
multiplied  (b) by the Purchase  Price.  Payment of the Purchase  Price shall be
made by payment in immediately  available  funds.  This Warrant may be exercised
for less than the full  number of shares of Common  Stock at the time called for
hereby,  except that the number of shares of Common  Stock  receivable  upon the
exercise of this  Warrant as a whole,  and the sum payable  upon the exercise of
this  Warrant  as a whole,  shall be  proportionately  reduced.  Upon a  partial
exercise of this Warrant in accordance with the terms hereof, this Warrant shall
be surrendered,  and a new Warrant of the same tenor and for the purchase of the
number of such shares not purchased  upon such  exercise  shall be issued by the
Company to Holder without any charge therefor. A Warrant shall be deemed to have
been  exercised  immediately  prior to the close of  business on the date of its
surrender for exercise as provided above, and the person entitled to receive the
shares of Common  Stock  issuable  upon such  exercise  shall be treated for all
purposes  as the holder of such  shares of record as of the close of business on
such date.  Within three (3) Business  Days after such date,  the Company  shall
issue and  deliver  to the  person or persons  entitled  to  receive  the same a
certificate  or  certificates  for the  number of full  shares  of Common  Stock
issuable  upon such  exercise,  together with cash, in lieu of any fraction of a
share,  equal to such  fraction  of the then  Market  Price  during the five (5)
consecutive Trading Days preceding the date of exercise of one (1) full share of
Common Stock.

      For purposes of this Warrant, "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  which  the  Company's
headquarters office may then be located.

      For purposes of this Warrant, (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 (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 LLC (or any similar  organization  or agency  succeeding  to its
functions of 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.


                                      E-14
<PAGE>

      2. Shares Fully Paid;  Payment of Taxes. All shares of Common Stock issued
upon the  exercise  of this  Warrant  shall be  validly  issued,  fully paid and
non-assessable,  and the  Company  shall pay all  taxes  and other  governmental
charges  (other than income  taxes to the holder) that may be imposed in respect
of the issue or delivery thereof.

      3.  Transfer  and  Exchange.  This  Warrant and all rights  hereunder  are
transferable,  in whole or in part, on the books of the Company  maintained  for
such purpose at its principal office referred to above by Holder in person or by
duly  authorized  attorney,  upon  surrender  of this  Warrant  together  with a
completed  and  executed  assignment  form in the form  attached  as  EXHIBIT B,
payment of any necessary transfer tax or other governmental  charge imposed upon
such  transfer and an opinion of counsel  reasonably  acceptable  to the Company
stating that such transfer is exempt from the  registration  requirements of the
Securities Act of 1933, as amended (the "1933 ACT").  Upon any partial transfer,
the Company  will issue and  deliver to Holder a new  Warrant or  Warrants  with
respect to the shares of Common Stock not so transferred.  Each taker and holder
of this  Warrant,  by taking or holding the same,  consents and agrees that this
Warrant when endorsed in blank shall be deemed  negotiable  and that,  when this
Warrant  shall have been so  endorsed,  the holder  hereof may be treated by the
Company and all other  persons  dealing with this Warrant as the absolute  owner
hereof  for any  purpose  and as the  person  entitled  to  exercise  the rights
represented  hereby, or to the transfer hereof on the books of the Company,  any
notice to the contrary  notwithstanding;  but until such transfer on such books,
the  Company  may  treat  the  registered  Holder  hereof  as the  owner for all
purposes.

            This  Warrant is  exchangeable  at such office for  Warrants for the
same aggregate  number of shares of Common Stock,  each new Warrant to represent
the right to purchase such number of shares as the Holder shall designate at the
time of such exchange.

      4. Anti-Dilution Provisions.

            A.   Adjustment   for   Dividends   in  Other  Stock  and   Property
Reclassifications.  In case at any time or from time to time the  holders of the
Common Stock (or any shares of stock or other  securities at the time receivable
upon the  exercise of this  Warrant)  shall have  received,  or, on or after the
record date fixed for the  determination  of eligible  stockholders,  shall have
become entitled to receive, without payment therefor,


                                      E-15
<PAGE>

                  (1) other or additional  stock or other securities or property
(other than cash) by way of dividend,

                  (2) any  cash or other  property  paid or  payable  out of any
source other than retained  earnings  (determined  in accordance  with generally
accepted accounting principles), or

                  (3) other or additional  stock or other securities or property
(including cash) by way of stock-split, spin-off, reclassification,  combination
of shares or similar corporate  rearrangement  (other than (x) additional shares
of Common  Stock or any other stock or  securities  into which such Common Stock
shall have been changed,  (y) any other stock or securities  convertible into or
exchangeable  for such Common Stock or such other stock or securities or (z) any
stock purchase rights, issued as a stock dividend or stock-split, adjustments in
respect of which  shall be covered by the terms of SECTION  4.C,  SECTION 4.D OR
SECTION 4.E, then and in each such case, the Holder, upon the exercise hereof as
provided  in  SECTION 1, shall be  entitled  to receive  the amount of stock and
other  securities  and  property  (including  cash in the cases  referred  to in
clauses  (2) and (3)  above)  which such  Holder  would hold on the date of such
exercise if, on the Original  Issuance  Date,  the Holder had been the holder of
record of the  number of shares of Common  Stock  called for on the face of this
Warrant, as adjusted in accordance with the first paragraph of this Warrant, and
had  thereafter,  during  the  period  from the  Original  Issuance  Date to and
including  the date of such  exercise,  retained such shares and/or all other or
additional stock and other securities and property  (including cash in the cases
referred to in clause (2) and (3) above)  receivable  by it as aforesaid  during
such period,  giving effect to all adjustments  called for during such period by
SECTION 4.A and SECTION 4.B.

            B. Adjustment for Reorganization,  Consolidation and Merger. In case
of any  reorganization  of the  Company (or any other  corporation  the stock or
other  securities  of which are at the time  receivable  on the exercise of this
Warrant)  after the Original  Issuance  Date, or in case,  after such date,  the
Company (or any such other  corporation)  shall  consolidate  with or merge into
another  corporation or entity or convey all or substantially  all its assets to
another  corporation or entity,  then and in each such case the Holder, upon the
exercise  hereof as provided in SECTION 1 at any time after the  consummation of
such reorganization,  consolidation,  merger or conveyance, shall be entitled to
receive,  in lieu of the stock or other securities and property  receivable upon
the  exercise of this  Warrant  prior to such  consummation,  the stock or other
securities  or property to which such Holder would have been  entitled upon such
consummation if Holder had exercised this Warrant immediately prior thereto, all
subject to further  adjustment as provided in SECTIONS 4.A, SECTION 4.B, SECTION
4.C,  SECTION 4.D and SECTION 4.E; in each such case,  the terms of this Warrant
shall be  applicable  to the  shares of stock or other  securities  or  property
receivable upon the exercise of this Warrant after such consummation.

            C. Sale of Shares below Purchase Price.


                                      E-16
<PAGE>

                  (1) Subject to the exceptions set forth in SECTION 4.C(5),  if
the  Company  issues or sells,  or is deemed by the express  provisions  of this
SECTION  4.C 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 as provided in SECTION 4.D and other than upon a  subdivision  or
combination  of  shares of Common  Stock as  provided  in  SECTION  4.E,  for an
Effective  Price (as hereinafter  defined) less than the then existing  Purchase
Price, then and in each such case:

                        (A) the then existing  Purchase  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; and

                  (2) For the purpose of making any  adjustment  required  under
this  SECTION 4.C,  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,  (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.

                  (3) For the  purpose  of the  adjustment  required  under this
SECTION  4.C,  if the  Company  issues or sells any  rights 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
Purchase  Price then in effect,  then the Company shall be deemed to have issued
at the time of the issuance of such rights 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
or  options  or  Convertible  Securities,  plus,  in the case of such  rights or
options,  the minimum amounts of  consideration,  if any, payable to the Company
upon the exercise of such rights 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 by such
Convertible  Securities)  upon the  conversion or exchange  thereof.  No further
adjustment  of the Purchase  Price,  adjusted  upon the issuance of such rights,
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
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  Purchase  Price  adjusted  upon the  issuance  of such  rights,  options or
Convertible  Securities  shall be readjusted  to the Purchase  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 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  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.


                                      E-17
<PAGE>

                  (4) For the  purpose  of the  adjustment  required  under this
SECTION  4.C,  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 Purchase 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
or options,  plus the minimum amounts of  consideration,  if any, payable to the
Company upon the exercise of such rights or options and 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 Purchase Price, adjusted upon the issuance of such rights or options,  shall
be made as a result of the actual  issuance of the  Convertible  Securities upon
the exercise of such rights 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 (3) above for the  readjustment  of the
Purchase  Price  upon the  expiration  of rights  or  options  or the  rights of
conversion or exchange of Convertible Securities shall apply MUTATIS MUTANDIS to
the rights,  options and  Convertible  Securities  referred to in this paragraph
(4).

                  (5) "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  exercise of the Warrants,  (ii) shares of
Common Stock issuable upon conversion of the A Preferred, (iii) shares of Common
Stock  issuable upon  exercise of warrants and options to purchase  Common Stock
issued and  outstanding as of the Original  Issuance Date, (iv) shares of Common
Stock issued to  non-affiliated  third parties in connection  with any bona fide
mergers,  acquisitions and business combinations,  (v) shares of Common Stock or
options issued to employees, officers, directors, consultants, vendors or agents
of the Company (except that, if to consultants,  vendors or agents, only up to a
maximum of 2,500,000  shares of Common Stock in any 12-month period) pursuant to
any stock or option plan duly adopted by, or any employment  agreement  approved
by, a majority  of the  non-employee  members of the Board of  Directors  of the
Company or a majority of the members of a committee  of  non-employee  directors
established  for such  purpose,  and in the case of a plan also  approved by the
Company's stockholders,  (vi) shares of Common Stock issued as dividend payments
in lieu of cash  payments on the A  Preferred,  and (vii) shares of Common Stock
issued in  connection  with public  offerings of the  Company's  securities  and
private  placements  conducted through the Placement Agent and/or its affiliates
(including,  but not limited to, upon exercise of Placement  Agent  warrants and
warrants  issued to investors).  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 SECTION 4.C, into the aggregate  consideration
received,  or deemed to have been received,  by the Company for such issue under
this SECTION 4.C, 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;  "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.


                                      E-18
<PAGE>

                  (6)  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  subscription  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 the Fair Market Value or the then Purchase Price shall
be deemed to be an issuance of such Convertible Security and the issuance of all
such options,  warrants or subscription  rights,  and the provisions of SECTIONS
4.C.(3),  (4) AND (5) shall apply thereto MUTATIS  MUTANDIS.  A reduction in the
conversion price of the A Preferred, whether due to its applicable anti-dilution
provisions or otherwise, shall be exempt from this SECTION 4.C.

                  (7) In case any  shares  of stock or other  securities,  other
than Common  Stock,  shall at the time be  receivable  upon the exercise of this
Warrant,  and in case any additional shares of such stock or any additional such
securities (or any stock or other  securities  convertible  into or exchangeable
for any such stock or  securities)  shall be issued or sold for a  consideration
per share such as to dilute the purchase rights evidenced by this Warrant,  then
and  in  each  such  case  the  Purchase  Price  shall  forthwith  be  adjusted,
substantially  in the manner  provided  for above in this  SECTION 4.C, so as to
protect the Holder of this Warrant against the effect of such dilution.

                  (8) In case the Company  shall take a record of the holders of
shares  of its  stock of any  class for the  purpose  of  entitling  them (a) to
receive a dividend or a  distribution  payable in Common Stock or in Convertible
Securities,  or (b) to subscribe for, purchase or otherwise acquire Common Stock
or Convertible Securities,  then such record date shall be deemed to be the date
of the issue or sale of the Additional  Shares of Common Stock issued or sold or
deemed to have been issued or sold upon the  declaration of such dividend or the
making of such other distribution, or the date of the granting of such rights of
subscription, purchase or other acquisition, as the case may be.


                                      E-19
<PAGE>

                  (9) No  adjustment  in the  Purchase  Price  shall be required
unless  such  adjustment  would  require an increase or decrease of at least one
cent ($0.01) in such price;  provided,  however,  that any adjustments  which by
reason of this  SECTION 4 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 4 shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be.

            D.  Adjustment  for  Certain  Dividends  and  Distributions.  If the
Company at any time or from time to time  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:

                  (1) the Purchase 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 Purchase Price then in
effect by a fraction (A) the numerator of which is 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,  and (B) 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 as the case may be, 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
Purchase  Price shall be recomputed  accordingly  as of the close of business on
such record date, and  thereafter the Purchase Price shall be adjusted  pursuant
to this  SECTION  4.D as of the time of  actual  payment  of such  dividends  or
distributions; and

                  (2)  the  number  of  shares  of  Common   Stock   theretofore
receivable upon the exercise of this Warrant shall be increased,  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,  in inverse  proportion  to the  decrease in the
Purchase Price.

            E. Stock Split and Reverse  Stock Split.  If the Company at any time
or from time to time  effects a stock split or  subdivision  of the  outstanding
Common Stock,  the Purchase Price then in effect  immediately  before that stock
split or subdivision shall be proportionately decreased and the number of shares
of Common Stock  theretofore  receivable upon the exercise of this Warrant shall
be  proportionately  increased.  If the Company at any time or from time to time
effects a reverse stock split or combines the outstanding shares of Common Stock
into a smaller number of shares,  the Purchase Price then in effect  immediately
before  that  reverse  stock  split  or  combination  shall  be  proportionately
increased and the number of shares of Common Stock  theretofore  receivable upon
the exercise of this Warrant shall be proportionately decreased. Each adjustment
under this  SECTION 4.E shall  become  effective at the close of business on the
date the stock split,  subdivision,  reverse stock split or combination  becomes
effective.

            F.  Certificate  as to  Adjustments.  Upon  the  occurrence  of each
adjustment or readjustment  of the Conversion  Price pursuant to this SECTION 4,
the  Company  at  its  expense  shall  promptly   compute  such   adjustment  or
readjustment in accordance with the terms hereof and furnish to each holder of a
Warrant 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 a Warrant,
furnish or cause to be furnished to such holder a like certificate setting forth
(i) such  adjustments  and  readjustments,  (ii)  Purchase  Price at the time in
effect,  and (iii) the number of shares of Common Stock and the amount,  if any,
of other  property  which at the time would be received upon the exercise of the
Warrant.


                                      E-20
<PAGE>

            G. Corresponding Share Adjustment. Any time an adjustment is made to
the  Purchase  Price  pursuant  to SECTION 4 of this  Warrant,  a  corresponding
proportionate  change  shall be made to the  number of  shares  of Common  Stock
issuable upon such exercise.

      5. Notices of Record Date. In case:

            A. the  Company  shall  take a record of the  holders  of its Common
Stock (or other stock or securities at the time  receivable upon the exercise of
the Warrants) for the purpose of entitling them to receive any dividend or other
distribution,  or any right to subscribe  for or purchase any shares of stock of
any class or any other securities, or to receive any other right, or

            B.   of   any   capital   reorganization   of   the   Company,   any
reclassification  of the capital  stock of the  Company,  any  consolidation  or
merger of the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another corporation, or

            C. of any voluntary  dissolution,  liquidation  or winding-up of the
Company,

then, and in each such case, the Company will mail or cause to be mailed to each
holder of a Warrant at the time outstanding a notice specifying, as the case may
be,  (a) the date on  which a record  is to be  taken  for the  purpose  of such
dividend,  distribution  or right,  and stating the amount and character of such
dividend,  distribution or right, or (b) the date on which such  reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up is expected to take place, and the time, if any is to be fixed, as of
which the holders of record of Common Stock (or such stock or  securities at the
time receivable upon the exercise of the Warrants) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities)  for securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
consolidation,  merger, conveyance, dissolution, liquidation or winding-up. Such
notice  shall  be  mailed  at  least  ten (10)  days  prior to the date  therein
specified.

      6.  Loss  or   Mutilation.   Upon  receipt  by  the  Company  of  evidence
satisfactory  to it (in the exercise of reasonable  discretion) of the ownership
of and the loss,  theft,  destruction  or  mutilation of any Warrant and (in the
case of loss,  theft or  destruction)  of indemnity  satisfactory  to it (in the
exercise  of  reasonable  discretion),  and (in the  case  of  mutilation)  upon
surrender and cancellation thereof, the Company will execute and deliver in lieu
thereof a new Warrant of like tenor.


                                      E-21
<PAGE>

      7. Reservation of Common Stock. The Company shall at all times reserve and
keep  available  for issue upon the  exercise  of  Warrants  such  number of its
authorized  but unissued  shares of Common Stock as will be sufficient to permit
the exercise in full of all  outstanding  Warrants.  All of the shares of Common
Stock issuable upon the exercise of the rights represented by this Warrant will,
upon  issuance and receipt of the  Purchase  Price  therefor,  be fully paid and
nonassessable,  and free from all preemptive rights,  rights of first refusal or
first offer,  taxes,  liens and charges of whatever nature,  with respect to the
issuance thereof.

      8. Registration  Rights Agreement.  The Holder of this Warrant is entitled
to have the shares of Common Stock  issuable upon  conversion of the shares of A
Preferred  purchased in the Offering and issuable  upon exercise of this Warrant
registered for resale under the 1933 Act, pursuant to and in accordance with the
Registration  Rights  Agreement  dated as of the date  hereof by and between the
Holder and the Company.

      9. Notices.  All notices and other  communications from the Company to the
Holder of this Warrant  shall be mailed by first class,  registered or certified
mail, postage prepaid, to the address furnished to the Company in writing by the
Holder.  All notices to the Company shall be sent in the same manner to FBO Air,
Inc., 9807 East Charter Oak, Scottsdale,  Arizona 85260,  Attention:  President.
Either the  Company or the Holder may change the  address by notice to the other
sent in the manner provided in this SECTION 9.

      10.  Change;  Modifications;  Waiver.  No  terms  of this  Warrant  may be
amended, waived or modified except by the express written consent of the Company
and the holders of not less than 50.1% of the then outstanding Warrants.

      11. Headings. The headings in this Warrant are for purposes of convenience
in reference only, and shall not be deemed to constitute a part hereof.

      12.  Governing Law, Etc. This Agreement shall be governed by and construed
in accordance  with the internal laws of the State of New York without regard to
the conflicts of laws principles thereof.  The parties hereto hereby irrevocably
agree that any suit or proceeding arising directly and/or indirectly pursuant to
or under this  Agreement,  shall be brought  solely in a federal or state  court
located in the City, County and State of New York. By its execution hereof,  the
parties hereby covenant and irrevocably  submit to the in personam  jurisdiction
of the federal  and state  courts  located in the City,  County and State of New
York and agree  that any  process in any such  action may be served  upon any of
them  personally,  or by certified  mail or  registered  mail upon them or their
agent,  return  receipt  requested,  with the same full  force and  effect as if
personally served upon them in New York City. The parties hereto waive any claim
that  any such  jurisdiction  is not a  convenient  forum  for any such  suit or
proceeding  and any defense or lack of in  personam  jurisdiction  with  respect
thereto.  In the event of any such action or  proceeding,  the party  prevailing
therein  shall be entitled to payment  from the other party hereto of all of its
reasonable legal fees and expenses.

      13. Redemption of Warrants.


                                      E-22
<PAGE>

            A. At any time on not less than ten (10) days prior  written  notice
(the  "REDEMPTION  NOTICE"),  to all of the Holders,  all issued and outstanding
Warrants  issued in the Offering may be redeemed,  in whole but not in part,  at
the option of the  Company,  at a  redemption  price of $0.01 per  Warrant  (the
"REDEMPTION PRICE"),  provided that: (i) the Market Price (as defined below) for
a share of Common  Stock equals or exceeds two hundred  fifty (250%)  percent of
the then current Purchase Price for a period of twenty (20) consecutive  Trading
Days (as defined  below)  ending on the 2nd Trading Day prior to the date of the
Redemption  Notice  (the  "MARKING  DATE");  (ii)  if a  registration  statement
covering the Warrant  Shares  filed under the 1933 Act is declared  effective by
the  Commission  and  remains  effective  on and  through  the  date  fixed  for
redemption of the Warrants (the "REDEMPTION  DATE"), and (iii) the average daily
trading volume of the Common Stock for the twenty (20) consecutive  Trading Days
on the Trading  Market is no less than  200,000  shares of Common Stock for each
such Trading Day through the Marking Date.

            B. The  Redemption  Notice shall specify (i) the  Redemption  Price,
(ii) the Redemption Date, (iii) the place where the Warrant  certificates  shall
be delivered and the redemption  price paid, and (iv) that the right to exercise
this Warrant  shall  terminate at 5:00 p.m.  (New York time) on the Business Day
immediately preceding the Redemption Date.

            C. Any right to exercise a Warrant shall terminate at 5:00 p.m. (New
York time) on the Business Day immediately preceding the Redemption Date. On and
after the  Redemption  Date,  the holder of this  Warrant  shall have no further
rights except to receive, upon surrender of this Warrant, the Redemption Price.

            D. From and after the Redemption  Date,  the Company  shall,  at the
place specified in the Redemption Notice, upon presentation and surrender to the
Company  by  or on  behalf  of  the  holder  thereof  the  warrant  certificates
evidencing this Warrant being redeemed,  deliver, or cause to be delivered to or
upon the written  order of such  holder,  a sum in cash equal to the  Redemption
Price of this Warrant.  From and after the Redemption  Date,  this Warrant shall
expire  and  become  void  and  all  rights  hereunder  and  under  the  warrant
certificates, except the right to receive payment of the Redemption Price, shall
cease.

      14. Counterparts. This Agreement may be signed in counterparts.


                                      E-23
<PAGE>

Dated: March 31, 2005

                                      FBO AIR, INC.


                                      By:
                                      ------------------------------------------
                                      Name: Ron Ricciardi
                                      Title: President & Chief Executive Officer


                                      E-24
<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM

                 (To be executed only upon exercise of Warrant)

      The undersigned  registered  owner of this Warrant  irrevocably  exercises
this  Warrant and  purchases  _______ of the number of shares of Common Stock of
FBO,  Air,  Inc.,  purchasable  with this  Warrant,  and herewith  makes payment
therefor,  all at the price and on the terms and  conditions  specified  in this
Warrant.


Dated:
      ---------------------------

                                            ---------------------------------
                                            (Signature of Registered Owner

                                            ---------------------------------
                                            (Street Address)

                                            ---------------------------------
                                            (City / State / Zip Code)


                                      E-25
<PAGE>

                                    EXHIBIT B

                               FORM OF ASSIGNMENT

      FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby
sells,  assigns and transfers unto the Assignee named below all of the rights of
the undersigned  under the within Warrant,  with respect to the number of shares
of Common Stock set forth below:

      Name of Assignee                   Address               Number of Shares
      ----------------                   -------               ----------------


and does hereby  irrevocably  constitute and appoint  __________________________
Attorney to make such transfer on the books of FBO, Air,  Inc.,  maintained  for
the purpose, with full power of substitution in the premises.

Dated:
      ---------------------------

                                            ---------------------------------
                                            (Signature)
                                            ---------------------------------
                                            (Witness)

      The undersigned  Assignee of the Warrant hereby makes to FBO Air, Inc., as
of the date hereof, with respect to the Assignee, all of the representations and
warranties made by the Holder,  and the undersigned  Assignee agrees to be bound
by  all  the  terms  and  conditions  of the  Warrant  and  the  FBO  Air,  Inc.
Registration  Rights Agreement,  dated as of ______ __, 2005, by and between FBO
Air, Inc. and the Holder.

Dated:
      ---------------------------

                                            ---------------------------------
                                            (Signature)


                                      E-26