Exhibit 10.2

                              EMPLOYMENT AGREEMENT

      AGREEMENT  dated  March  21,  2005,  between  FBO Air - Garden  City  (the
"Company"), and Jon A. Crotts (the "Employee").

      1.  EMPLOYMENT.  The Company employs the Employee and the Employee accepts
employment upon the terms and conditions of this Agreement.

      2. TERM. The term of this Agreement shall be for eighteen (18) months, and
month-to-month  thereafter,  beginning upon the  consummation of the transaction
between the Company and Central Plains Aviation.

      3.  DUTIES.  The  Employee  is  engaged as an FBO  Manager to oversee  the
operations of the Garden City facility; such specific duties may be defined from
time to time but shall encompass duties customary to the position of Employee.

      4. COMPENSATION.

      a.    Base  Salary.  As  compensation  for the  services to be rendered by
            Employee during the period of his employment, and upon the condition
            that Employee shall fully and faithfully keep and perform all of the
            terms and conditions hereof,  Company shall pay Employee a salary of
            $50,000 per annum;  salary shall be less income tax withholdings and
            other  normal  employee  deductions  and shall be  payable  in equal
            bi-monthly installments.

      b.    Incentive Bonus. In addition to the Base Salary,  the Employee shall
            be eligible  while  employed for an incentive  bonus as described in
            Exhibit 4b. When earned,  such incentive  bonus shall be paid within
            four  (4)  weeks  of the end of the  applicable  fiscal  year of the
            Company.

      This Agreement shall not be deemed  abrogated or terminated if the Company
shall determine to increase the compensation of Employee for any period of time.

      5.  CONFLICTING  ACTIVITIES.  Employee shall not,  during the term of this
Agreement, be engaged in any business activity that is directly or indirectly in
competition with the primary business  activity of the Company without the prior
written consent of the Company.

      6. ADDITIONAL BENEFITS.

            6.1   Health and Welfare Insurance  Coverage:  Company agrees to pay
                  premium expenses on behalf of Employee and family for medical,
                  dental and/or vision  insurance  coverage of a similar  nature
                  offered all employees.

            6.2   Vacation:  The  Employee  shall  be  entitled  each  year to a
                  vacation   of  three  (3)   weeks,   during   which  time  his
                  compensation  shall be paid in full.  Each  vacation  shall be
                  taken at such time as to minimize its affect on the operations
                  of the Company.


                                      E-91
<PAGE>
                                                                    Exhibit 10.2


            6.3   Reimbursement  of Expenses:  The Employee may incur reasonable
                  expenses  for  promoting  the  Company's  business,  including
                  expenses for entertainment,  travel, and mobile telephone. The
                  Company will reimburse the Employee for all such expenses upon
                  the Employee's periodic presentation of an itemized account of
                  such expenditures.

      7. DISCLOSURE OF  INFORMATION.  The Employee  acknowledges  that he may be
exposed to  confidential  information  and that this  information is a valuable,
special,  and unique asset of the  Company's  business.  The Employee  will not,
during  or  after  the  term  of  his  employment,  disclose  such  confidential
information  to any person,  firm,  corporation,  association,  or other  entity
except  for  the  specific  purpose  of  accomplishing  the  Company's  business
objectives. In the event of a breach or threatened breach by the Employee of the
provisions  of this  paragraph,  the Company  shall be entitled to an injunction
restraining the Employee from disclosing, in whole or in part, such confidential
information,  or from rendering any services to any person,  firm,  corporation,
association,  or other entity to whom such information, in whole or in part, has
been  disclosed  or is  threatened  to be  disclosed.  Nothing  herein  shall be
construed as prohibiting the Company from pursuing any other remedies  available
to the Company for such breach or threatened  breach,  including the recovery of
damages from the Employee.

      8. COMPETITION DURING AND AFTER TERM. Employee agrees that during the Term
hereof,  and for a period of one year after the  expiration of the Term, he will
not, either  separately,  jointly,  or in association  with others,  directly or
indirectly,  as an agent, employee, owner, partner,  stockholder,  or otherwise,
allow his name to be used by, or establish,  engage in, or become  interested in
any business  substantially similar to those of the Company in any county in any
of the  States  of the  United  States  in  which  Company's  business  is being
conducted  at the time of  termination,  as long as  Company  carries  on a like
business  therein.  Notwithstanding  the preceding  sentence,  Employee shall be
allowed to engage in or be interested in businesses and activities provided that
his interest or involvement therein does not otherwise violate any other term or
provision of this Agreement.  Company and Employee  acknowledge  that during the
Term of Employee's  employment,  Employee will acquire special  knowledge and/or
skill that he can effectively utilize in competition with Company.

      Employee  agrees  that  the  remedy  at law for any  breach  by him of the
covenants  contained  herein  will be  inadequate,  and  that in the  event of a
violation of the covenants  contained  herein,  in addition to any and all legal
and  equitable  remedies  which  may be  available,  the said  covenants  may be
enforced by an injunction in a suit in equity,  without the necessity of proving
actual damage, and that a temporary  injunction may be granted  immediately upon
the commencement of any such suit, and without notice.

      9. FORCE  MAJEURE  AND  DISABILITY.  If  Company is unable to conduct  its
business, or a substantial portion thereof, by virtue of governmental regulation
or order, or by strike,  war, fire,  earthquake,  hurricane,  or similar acts of
god, or other calamity (declared or undeclared),  or because of other similar or
dissimilar  cause beyond control of Company (all of which events are hereinafter
sometimes  referred to as "Force  Majeure"),  or in the event Employee suffers a
disability  which prevents him from  performing his services  hereunder  (herein
called a  "Disability"),  Company  shall,  in the event the Force Majeure and/or
Disability  continue for at least eight  aggregate  weeks during any  four-month
period,  have the right to  suspend  the  operation  of this  Agreement  for the
duration  of said Force  Majeure  and/or  Disability  (except  for any  benefits
payable to Employee under such benefit plans generally available to all Employee
employees),  and Company  shall,  at its option,  have the right to add a period
equal to such suspension to the Term hereof.


                                      E-92
<PAGE>
                                                                    Exhibit 10.2


      10.  SEVERABILITY.  Nothing contained herein shall be construed to require
the  commission of any act contrary to law.  Should there be a conflict  between
any of the provisions hereof and any present or future statute,  law, ordinance,
regulation,  or other  pronouncement  having the force of law,  the latter shall
prevail, but the provision of this Agreement affected thereby shall be curtailed
and limited only to the extent  necessary to bring it within the requirements of
the law, and the  remaining  provisions of this  Agreement  shall remain in full
force and effect.

      11.  ATTORNEY'S FEES AND COSTS. In the event of any dispute arising out of
the subject matter of the  Agreement,  the  prevailing  party shall recover,  in
addition to any other  damages  assessed,  its  attorney's  fees and court costs
incurred in litigating or otherwise  settling or resolving such dispute  whether
or not an action is  brought  or  prosecuted  to  judgment.  In  construing  the
Agreement, none of the parties hereto shall have any term or provision construed
against such party solely by reason of such party having drafted the same.

      12. WAIVER. The waiver by the Company of a breach of any provision of this
Agreement by the  Employee  shall not operate or be construed as a waiver of any
subsequent  breach by the  Employee.  No waiver shall be valid unless in writing
and signed by an authorized officer of the Company.

      13. ENTIRE AGREEMENT.  This Agreement contains the entire understanding of
the  parties.  It may not be changed  orally but only by an agreement in writing
signed  by  the  party  against  whom   enforcement   of  any  waiver,   change,
modification, extension, or discharge is sought.

      20.  GOVERNING  LAW.  This  Agreement  shall be construed  and enforced in
accordance with the laws of the State of Kansas.

      21.  NOTICES.  Notices shall be as given to each of the parties  hereto at
such  address or  addresses  as each party  shall  provide  from time to time in
writing to the other. Initially such notices shall be sent,

                  If to Employee:

                  Jon A. Crotts
                  3575 Golden Crest
                  Garden City, Kansas 67846


                                      E-93
<PAGE>
                                                                    Exhibit 10.2


                  If to Company:

                  FBO Air - Garden City
                  c/o Ron Ricciardi
                  President & CEO
                  9087 E Charter Oak
                  Scottsdale, AZ 85260

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written.

COMPANY:                                    EMPLOYEE:

FBO Air - Garden City


---------------------------------           --------------------------------
Ronald J. Ricciardi                         Jon A. Crotts

Its: President & CEO

Date:                                       Date:
      ---------------------------                 --------------------------


                                      E-94
<PAGE>
                                                                    Exhibit 10.2


EXHIBIT 4.B

      FBO Air - Garden  City shall  establish  an  operating  Plan prior to each
fiscal  year and the  Employee  shall have input  into the  development  of this
operating Plan.

      The Employee shall be eligible while employed for an Incentive Bonus based
upon the operating  income of the facility  according to performance  versus the
annual  operating  Plan and based on a two-level  payout - a percentage  of Base
Salary and an  additional  override on the  difference  between  Actual and Plan
operating income:

                                                                DIFFERENCE IN
                                   BASE SALARY               OPERATING INCOME
      PERFORMANCE V. PLAN            PAY-OUT %                      PAY-OUT %
      -------------------            ---------                      ---------

      95% or less                         2.5%                             0%

      100 - 109.9%                       10.0%                             0%

      110 - 114.9%                       10.0%                           2.5%

      115 - 119.9%                       10.0%                           5.0%

      120 - 124.9%                       10.0%                           7.5%

      125 - 129.9%                       10.0%                          10.0%

      130 - 134.9%                       10.0%                          12.5%

      135 - 139.9%                       10.0%                          15.0%

      140 - 144.9%                       10.0%                          17.5%

      145 - 149.9%                       10.0%                          20.0%

      150% +                             10.0%                          25.0%

Example #1: The  Operating  Plan calls for  $100,000 in  operating  income;  the
Actual  results are $109,000 or 9% greater  than Plan.  The Employee is eligible
for 10% of the Base Salary but is not eligible for any additional override.

Example #2: The  Operating  Plan calls for  $100,000 in  operating  income;  the
Actual  results are $130,000 or 30% greater than Plan.  The Employee is eligible
for 10% of the Base Salary PLUS 12.5% of the difference between Plan and Actual,
which in this example equals $3,750.

Example #3: The  Operating  Plan calls for  $100,000 in  operating  income;  the
Actual  results are $160,000 or 60% greater than Plan.  The Employee is eligible
for 10% of the Base Salary PLUS 25% of the  difference  between Plan and Actual,
which in this example equals $15,000.


                                      E-95