Exhibit 4.5

                          REGISTRATION RIGHTS AGREEMENT

      This Registration  Rights Agreement (this "AGREEMENT") is made and entered
into as of March 31, 2005, by and among FBO Air, Inc. (the  "COMPANY")  and each
purchaser named on SCHEDULE 1 hereto (each a "PURCHASER" and  collectively,  the
"PURCHASERS").

      This Agreement is made pursuant to the Subscription  Agreement dated as of
the date hereof,  by and between the Company and the  purchasers  (the "PURCHASE
AGREEMENT") of Units (the  "PURCHASERS"),  pursuant to the Purchase  Agreements.
The Company is offering  (the  "OFFERING")  for sale  $1,250,000 of its Units of
which (i) one (1) Unit  ($100,000) is being  offered on a  "reasonable  efforts"
basis ("TRANCHE 1"), and (ii) the remaining $1,150,000 of Units ("TRANCHE 2") on
a "reasonable efforts, all-or-none" basis. Simultaneously with the Offering, the
Company  is  conducting  a  private  placement  (the  "OTHER  OFFERING")  of its
securities on a $3,000,000 minimum and a $4,500,000 maximum basis.

      The Company and the Purchaser hereby agree as follows:

      1.  Definitions.  Capitalized  terms used and not otherwise defined herein
that are defined in the Purchase  Agreement  shall have the meanings  given such
terms in the Purchase Agreement. As used in this Agreement,  the following terms
shall have the following meanings:

      "EFFECTIVENESS  DATE" means,  with respect to the  Registration  Statement
required to be filed pursuant to Section 2(a) of this  Agreement,  no later than
one hundred  twenty (120) calendar days from the later to occur of (i) the Final
Closing  Date of the  Offering,  and (ii) the  Final  Closing  Date of the Other
Offering.

      "EFFECTIVENESS PERIOD" shall have the meaning set forth in Section 2(a).

      "FILING DATE" means, with respect to the Registration  Statement  required
to be filed hereunder,  no later than sixty (60) calendar days from the later to
occur of (i) the Final Closing Date of the Offering,  and (ii) the Final Closing
Date of the Other Offering.

      "FINAL CLOSING DATE" shall mean the final closing of, depending upon which
offering the text is referring to, either the Offering or the Other Offering.

      "HOLDER" or  "HOLDERS"  means the holder or  holders,  as the case may be,
from time to time of Registrable Securities (including any permitted assignee).

      "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c).

      "INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c).

      "LOSSES" shall have the meaning set forth in Section 5(a).

      "PROCEEDING"  means an action,  claim,  suit,  investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.


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<PAGE>

      "PROSPECTUS" means the prospectus  included in the Registration  Statement
(including,  without  limitation,  a prospectus  that  includes any  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A  promulgated  under the Securities Act), as
amended or supplemented by any prospectus supplement,  with respect to the terms
of the  offering of any  portion of the  Registrable  Securities  covered by the
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

      "REGISTRABLE  SECURITIES"  means shares of Common Stock  issuable upon (i)
exercise of the warrants (the "WARRANTS") included in the Units, (ii) conversion
of the Company's Series A Convertible  Preferred Stock (the "A SHARES") included
in the Units,  and (iii) any shares of Common Stock issued or issuable  upon any
stock split,  dividend or other  distribution,  recapitalization,  anti-dilution
adjustment or similar event with respect to the foregoing or in connection  with
any provisions in the Warrants and/or the Company's  Certificate of Designations
for the A Shares.

      "REGISTRATION  STATEMENT" means the registration statements required to be
filed hereunder (which, at the Company's option, may be an existing registration
statement of the Company previously filed with the Commission,  but not declared
effective), including (in each case) the Prospectus,  amendments and supplements
to the registration  statement or Prospectus,  including pre- and post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in the registration statement.

      "RULE 415" means Rule 415  promulgated by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
Rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

      "RULE 424" means Rule 424  promulgated by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
Rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

      "SECURITIES ACT" means the Securities Act of 1933, as amended.

      2. Registration.

            (a)  Mandatory  Registration.  No later  than the Filing  Date,  the
Company shall prepare and file with the  Commission the  Registration  Statement
covering the resale of all of the  Registrable  Securities for an offering to be
made on a  continuous  basis  pursuant to Rule 415. The  Registration  Statement
required  hereunder shall be on Form SB-1 or Form SB-2 (except if the Company is
not then eligible to register for resale the Registrable Securities on Form SB-1
or Form SB-2,  in which case the  Registration  shall be on another  appropriate
form in accordance  herewith).  The Registration  Statement  required  hereunder
shall contain the Plan of Distribution, attached hereto as ANNEX A (which may be
modified  to respond to  comments,  if any,  received  by the  Commission).  The
Company shall cause the  Registration  Statement to become  effective and remain
effective as provided  herein.  The Company  shall use its best efforts to cause
the Registration  Statement to be declared effective under the Securities Act as
promptly as possible  after the filing thereof and shall use its best efforts to
keep the Registration  Statement continuously effective under the Securities Act
until  the  earlier  date  when  all  Registrable   Securities  covered  by  the
Registration Statement (a) have been sold pursuant to the Registration Statement
or an exemption from the registration requirements of the Securities Act, or (b)
pursuant to a written  opinion of Company  counsel  acceptable  to the Company's
transfer  agent  and the  legal  counsel  for the  Placement  Agent  may be sold
pursuant to Rule 144(k) (the "EFFECTIVENESS PERIOD").


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<PAGE>

            (b) Filing Default Damages. If a Registration Statement is not filed
on or prior to the Filing Date,  then the Company shall pay to each Holder,  for
each thirty (30) day period (or portion  thereof) of such  failure and until the
date a Registration Statement is filed, an amount in cash, as partial liquidated
damages  and not as a  penalty,  equal  to one  (1%)  percent  of the  aggregate
Purchase Price paid by the Holder for the Company's  securities  pursuant to the
Purchase  Agreement.  If the Company fails to pay any partial liquidated damages
pursuant to this Section 2(b) in full within five (5) days of the date  payable,
the  Company  shall  pay  interest  thereon  at a rate of 18% per annum (or such
lesser  maximum  amount that is permitted to be paid by  applicable  law) to the
Purchaser,  accruing daily from the date such partial liquidated damages are due
until such amounts, plus all such interest thereon, are paid in full.

            (c)   Effectiveness   Default  and  Other  Default  Damages.   If  a
Registration  Statement is not declared  effective by the Company on or prior to
the Effectiveness Date or a Registration  Statement is declared effective by the
SEC, but for any reason or no reason, the holders of the Registrable  Securities
are not permitted to resell their Registrable  Securities pursuant thereto, then
the Company  shall pay to the Holder,  for each thirty (30) day period until the
Registration  Statement  is declared  effective,  or the holders of  Registrable
Securities may sell all of their Registrable Securities thereunder,  as the case
may be, an amount in cash equal to one (1%)  percent of the  aggregate  Purchase
Price paid by the Holder for the Company's  securities  pursuant to the Purchase
Agreement.

            (d)  Piggyback  Registrations  Rights.  If, at any time  during  the
Effectiveness Period, there is not an effective  Registration Statement covering
the Registrable  Securities  (other than the Registrable  Securities of a Holder
that failed to comply with its obligations  under Section 3(j) hereof),  and the
Company shall  determine to prepare and file with the  Commission a registration
statement  relating to an offering  for its own account or the account of others
under the Securities Act of any of its equity securities, other than on Form S-4
or Form  S-8  (each as  promulgated  under  the  Securities  Act) or their  then
equivalents relating to equity securities to be issued solely in connection with
any  acquisition  of any entity or  business  or equity  securities  issuable in
connection with stock option or other employee  benefit plans,  then the Company
shall send to each Holder a written notice of such determination at least twenty
(20) days  prior to the  filing  of any such  registration  statement  and shall
include in such  registration  statement all Registrable  Securities;  provided,
however, that (i) if, at any time after giving written notice of is intention to
register any  securities  and prior to the  effective  date of the  registration
statement filed in connection with such registration, the Company determines for
any reason not to proceed with such  registration,  the Company will be relieved
of its obligation to register any Registrable Securities in connection with such
registration,  and  (ii) in case of a  determination  by the  Company  to  delay
registration  of its  securities,  the Company  will be  permitted  to delay the
registration  of  Registrable  Securities  for the same  period  as the delay in
registering such other securities.


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<PAGE>

      3. Registration Procedures.  In connection with the Company's registration
obligations hereunder, the Company shall:

            (a) Not less than five (5) business  days prior to the filing of the
Registration  Statement or any related Prospectus or any amendment or supplement
thereto,  the Company  shall  furnish to the Holder a draft of the  Registration
Statement.

            (b) (i)  Prepare  and file  with  the  Commission  such  amendments,
including  post-effective  amendments,  to the  Registration  Statement  and the
Prospectus  used  in  connection  therewith  as may be  necessary  to  keep  the
Registration  Statement  continuously effective as to the applicable Registrable
Securities for the Effectiveness Period; (ii) cause the related Prospectus to be
amended  or  supplemented  by  any  required  Prospectus  supplement,  and as so
supplemented  or amended to be filed  pursuant to Rule 424; and (iii) respond to
any comments  received  from the  Commission  with  respect to the  Registration
Statement or any amendment thereto.

            (c)  Notify  the  Holders of  Registrable  Securities  to be sold as
promptly as  reasonably  possible:  (i)(A) when a Prospectus  or any  Prospectus
supplement or post-effective amendment to the Registration Statement is proposed
to be filed; (B) when the Commission  notifies the Company whether there will be
a "review" of the Registration Statement and whenever the Commission comments in
writing on the  Registration  Statement (the Company shall upon request  provide
true and complete  copies thereof and all written  responses  thereto to each of
the Holders,  subject,  if  appropriate,  to the  execution  of  confidentiality
agreements  in form  acceptable  to the  Company);  and (C) with  respect to the
Registration Statement or any post-effective amendment, when the same has become
effective;  (ii) of any request by the  Commission or any other Federal or state
governmental  authority  during the period of  effectiveness of the Registration
Statement  for  amendments  or  supplements  to the  Registration  Statement  or
Prospectus  or  for  additional  information;  (iii)  of  the  issuance  by  the
Commission  or any other  federal or state  governmental  authority  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) of the receipt by the Company of any notification with respect to
the suspension of the  qualification  or exemption from  qualification of any of
the Registrable  Securities for sale in any  jurisdiction,  or the initiation or
threatening of any Proceeding for such purpose; and (v) of the occurrence of any
event or passage of time that makes the  financial  statements  included  in the
Registration Statement ineligible for inclusion therein or any statement made in
the Registration  Statement or Prospectus or any document incorporated or deemed
to be incorporated  therein by reference  untrue in any material respect or that
requires  any  revisions  to the  Registration  Statement,  Prospectus  or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

            (d) Use its best  efforts to avoid the  issuance  of, or, if issued,
obtain the  withdrawal  of (i) any order  suspending  the  effectiveness  of the
Registration  Statement,  or  (ii)  any  suspension  of  the  qualification  (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any jurisdiction, at the earliest practicable moment.

            (e) Promptly  deliver to each Holder no later than five (5) business
days  after  the  Effectiveness  Date,  without  charge,  two (2)  copies of the
Prospectus  or  Prospectuses  (including  each  form  of  prospectus)  and  each
amendment  or  supplement  thereto  (and,  upon the  request of the Holder  such
additional  copies as such Persons may  reasonably  request in  connection  with
resales by the Holder of Registrable Securities). The Company hereby consents to
the use of such  Prospectus  and each  amendment  or  supplement  thereto by the
Holder in connection  with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto, except after
the giving of any notice pursuant to Section 3(c).


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<PAGE>

            (f) Prior to any resale of Registrable  Securities by a Holder,  use
its best efforts to register or qualify or cooperate with the selling Holders in
connection  with  the  registration  or  qualification  (or  exemption  from the
registration or qualification) of such Registrable  Securities for the resale by
the Holder under the  securities or Blue Sky laws of such  jurisdictions  within
the United  States as any Holder  reasonably  requests in writing,  to keep such
registration or  qualification  (or exemption  therefrom)  effective  during the
Effectiveness  Period  and to do any and all  other  acts or  things  reasonably
necessary to enable the  disposition in such  jurisdictions  of the  Registrable
Securities covered by the Registration  Statement;  provided,  however, that the
Company  shall not be  required  to  qualify  generally  to do  business  in any
jurisdiction  where it is not then so  qualified,  subject  the  Company  to any
material tax in any such jurisdiction  where it is not then so subject or file a
general consent to service of process in any such jurisdiction.

            (g)  Upon  the  occurrence  of any  event  contemplated  by  Section
3(c)(v), as promptly as reasonably possible,  prepare a supplement or amendment,
including  a  post-effective  amendment,  to  the  Registration  Statement  or a
supplement to the related  Prospectus or any document  incorporated or deemed to
be incorporated  therein by reference,  and file any other required  document so
that,  as  thereafter  delivered,  neither the  Registration  Statement nor such
Prospectus will contain an untrue  statement of a material fact or omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

            (h) Use its best  efforts to comply  with all  applicable  rules and
regulations of the Commission  relating to the  registration  of the Registrable
Securities pursuant to the Registration Statement or otherwise.

            (i) The Company  agrees that the Selling  Shareholder  Questionnaire
attached  hereto as EXHIBIT A, satisfies all of the  information  required to be
provided by each  Holder in  connection  with the  Registration  Statement.  The
Company shall not be required to include any Holder that does not complete, date
and execute a Selling Shareholder Questionnaire.

            (j)  The  Company  shall  either  (a)  cause  all  the   Registrable
Securities  covered by a Registration  Statement to be listed on each securities
exchange on which  securities  of the same class or series issued by the Company
are then listed,  if any, if the listing of such Registrable  Securities is then
permitted  under the  rules of such  exchange,  or (b)  secure  designation  and
quotation  of  all  the  Registrable  Securities  covered  by  the  Registration
Statement on the Nasdaq National Market or the Nasdaq SmallCap  Market,  or, (c)
if the Company is unsuccessful  in satisfying the preceding  clauses (a) or (b),
the Company  shall secure the  inclusion  for  quotation  on The American  Stock
Exchange,  Inc.  or if it is  unable  to,  the  NASD  Bulletin  Board  for  such
Registrable Securities and, without limiting the generality of the foregoing, to
arrange  for at least  two (2)  market  makers  to  register  with the  National
Association of Securities  Dealers,  Inc.  ("NASD") as such with respect to such
Registrable  Securities.  The  Company  shall  pay  all  fees  and  expenses  in
connection with satisfying its obligation under this Section 3(j).


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<PAGE>

            (k) The Company covenants that it shall file the reports required to
be filed by it under the  Securities  Act and the Exchange Act and the rules and
regulations  adopted  by the  SEC  thereunder  so long as the  Holder  owns  any
Registrable  Securities,  but in no event  longer than two (2) years;  provided,
however,  the Company may delay any such filing but only pursuant to Rule 12b-25
under the  Exchange  Act,  and the Company  shall take such  further  reasonable
action as the Holder may  reasonably  request  (including,  without  limitation,
promptly obtaining any required legal opinions from Company counsel necessary to
effect the sale of Registrable  Securities under Rule 144 and paying the related
fees and expenses of such counsel), all to the extent required from time to time
to enable such Holder to sell Registrable  Securities without registration under
the Securities Act within the limitation of the exemptions  provided by (a) Rule
144 under the Securities  Act, as such Rule may be amended from time to time, or
(b) any similar rule or regulation hereafter adopted by the Commission. Upon the
request of any Holder of  Registrable  Securities,  the Company  will deliver to
such  Holder a  written  statement  as to  whether  it has  complied  with  such
requirements.

      4.  Registration   Expenses.   All  fees  and  expenses  incident  to  the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company  whether or not any  Registrable  Securities are sold pursuant to
the Registration Statement, other than fees and expenses of counsel or any other
advisor  retained by the Holders and discounts and  commissions  with respect to
the sale of any  Registrable  Securities  by the Holders.  The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all
registration and filing fees (including,  without limitation,  fees and expenses
(A) with respect to filings required to be made with the Trading Market on which
the  Common  Stock  is then  listed  for  trading,  and (B) in  compliance  with
applicable  state  securities  or  Blue  Sky  laws),   (ii)  printing   expenses
(including,   without   limitation,   expenses  of  printing   certificates  for
Registrable   Securities  and  of  printing  prospectuses  if  the  printing  of
prospectuses  is  reasonably  requested  by the  holders  of a  majority  of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses,  (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance,  if the Company so desires such
insurance,  and (vi) fees and  expenses  of all other  Persons  retained  by the
Company in connection with the consummation of the transactions  contemplated by
this Agreement.

      5. Indemnification

            (a)   Indemnification   by   the   Company.   The   Company   shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
the Holder, the officers, directors, agents and employees of it, each Person who
controls the Holder  (within the meaning of Section 15 of the  Securities Act or
Section  20 of the  Exchange  Act)  and  the  officers,  directors,  agents  and
employees of each such  controlling  Person,  to the fullest extent permitted by
applicable  law,  from  and  against  any  and  all  losses,  claims,   damages,
liabilities, costs (including,  without limitation,  reasonable attorneys' fees)
and expenses  (including  the cost  (including  without  limitation,  reasonable
attorneys'  fees) and expenses  relating to an  Indemnified  Party's  actions to
enforce the provisions of this SECTION 5) (collectively, "LOSSES"), as incurred,
to the  extent  arising  out of or  relating  to any  untrue or  alleged  untrue
statement  of a material  fact  contained  in the  Registration  Statement,  any
Prospectus or any form of  prospectus or in any amendment or supplement  thereto
or in any preliminary prospectus,  or arising out of or relating to any omission
or  alleged  omission  of a  material  fact  required  to be stated  therein  or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in light of the circumstances under which
they were made) not  misleading,  except to the extent,  but only to the extent,
that (1) such untrue  statements or omissions are based solely upon  information
regarding such Holder  furnished (or in the case of an omission,  not furnished)
in  writing  to the  Company by or on behalf of such  Holder  expressly  for use
therein,  or to the extent that such information  relates to such Holder or such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
reviewed and expressly  approved in writing by such Holder  expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment  or  supplement  thereto  (it being  understood  that the  Holder  has
approved Annex A hereto for this  purpose),  (2) in the case of an occurrence of
an event of the type specified in Section  3(c)(ii)-(v),  the use by such Holder
of an outdated or  defective  Prospectus  after the  Company has  notified  such
Holder in writing that the  Prospectus is outdated or defective and prior to the
receipt by such Holder of the Advice  contemplated  in Section  6(d), or (3) the
failure of the Holder to deliver a  prospectus  prior to the  confirmation  of a
sale. The Company shall notify the Holders promptly of the  institution,  threat
or assertion of any Proceeding of which the Company is aware in connection  with
the transactions contemplated by this Agreement.


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<PAGE>

            (b)  Indemnification  by Holder. The Holder shall indemnify and hold
harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange  Act),  and the  directors,  officers,  agents or
employees  of such  controlling  Persons,  to the fullest  extent  permitted  by
applicable law, from and against all Losses, as incurred,  to the extent arising
out of or based upon:  (x) the  Holder's  failure to comply with the  prospectus
delivery  requirements of the Securities Act or (y) any untrue or alleged untrue
statement  of a material  fact  contained  in any  Registration  Statement,  any
Prospectus, or any form of prospectus, or in any amendment or supplement thereto
or in any preliminary prospectus,  or arising out of or relating to any omission
or  alleged  omission  of a  material  fact  required  to be stated  therein  or
necessary to make the statements  therein not misleading (i) to the extent,  but
only to the extent,  that such untrue  statement or omission is contained in any
information  so furnished  (or in the case of an  omission,  not  furnished)  in
writing by or on behalf of such Holder to the Company specifically for inclusion
in the Registration  Statement or such Prospectus or (ii) to the extent that (1)
such untrue statements or omissions are based solely upon information  regarding
such Holder furnished (or in the case of an omission,  not furnished) in writing
to the Company by or on behalf of such Holder  expressly for use therein,  or to
the  extent  that such  information  relates  to such  Holder  or such  Holder's
proposed method of distribution  of Registrable  Securities,  such Prospectus or
such form of Prospectus or in any amendment or supplement thereto, or (2) in the
case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v),
the use by such Holder of an outdated or defective  Prospectus after the Company
has notified such Holder in writing that the Prospectus is outdated or defective
and prior to the  receipt by such Holder of the Advice  contemplated  in Section
6(b),  or (3) the  failure of the Holder to  deliver a  Prospectus  prior to the
confirmation  of a sale. In no event shall the  liability of any selling  Holder
hereunder be greater in amount than the dollar amount of the Subscription Amount
paid by the Holder in the Purchase Agreement.


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<PAGE>

            (c) Conduct of Indemnification  Proceedings. If any Proceeding shall
be brought or asserted  against any Person  entitled to indemnity  hereunder (an
"INDEMNIFIED  PARTY"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "INDEMNIFYING  PARTY") in writing,  and the
Indemnifying Party shall have the right to assume the defense thereof, including
the employment of counsel  reasonably  satisfactory to the Indemnified Party and
the  payment  of all fees and  expenses  incurred  in  connection  with  defense
thereof; provided, that the failure of any Indemnified Party to give such notice
shall not relieve  the  Indemnifying  Party of its  obligations  or  liabilities
pursuant to this  Agreement,  except (and only) to the extent that such  failure
shall have materially prejudiced the Indemnifying Party.

      An Indemnified  Party shall have the right to employ  separate  counsel in
any such Proceeding and to participate in the defense thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  unless:  (1) the  Indemnifying  Party has agreed in writing to pay such
fees and  expenses;  (2) the  Indemnifying  Party shall have failed  promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been  advised by counsel  that a conflict  of  interest  is likely to
exist if the same  counsel  were to  represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and the reasonable fees and expenses of one
separate counsel for all Indemnified Parties in any matters related on a factual
basis shall be at the expense of the Indemnifying Party). The Indemnifying Party
shall not be liable for any settlement of any such Proceeding  affected  without
its written  consent,  which  consent  shall not be  unreasonably  withheld.  No
Indemnifying  Party shall,  without the prior written consent of the Indemnified
Party,  effect any settlement of any pending  Proceeding in respect of which any
Indemnified Party is a party,  unless such settlement  includes an unconditional
release of such  Indemnified  Party from all  liability  on claims  that are the
subject matter of such Proceeding.

      All  reasonable  fees and  expenses of the  Indemnified  Party  (including
reasonable  fees  and  expenses  to  the  extent  incurred  in  connection  with
investigating   or  preparing  to  defend  such   Proceeding  in  a  manner  not
inconsistent  with this  Section)  shall be paid to the  Indemnified  Party,  as
incurred,  within  ten  (10)  Trading  Days of  written  notice  thereof  to the
Indemnifying  Party;  provided,   that  the  Indemnified  Party  shall  promptly
reimburse  the  Indemnifying  Party for that  portion of such fees and  expenses
applicable to such actions for which such  Indemnified  Party is not entitled to
indemnification  hereunder,  determined  based upon the  relative  faults of the
parties.

            (d) Contribution.  If a claim for indemnification under Section 5(a)
or Section  5(b) is  unavailable  to an  Indemnified  Party (by reason of public
policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party  as a  result  of  such  Losses,  in  such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable  fees or  expenses  incurred  by such  party in  connection  with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such party in accordance with its terms.


                                      E-64
<PAGE>

      6. Miscellaneous.

            (a) Compliance.  The Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it  in  connection  with  sales  of  Registrable   Securities  pursuant  to  the
Registration Statement.

            (b) Discontinued  Disposition.  The Holder agrees by its acquisition
of such  Registrable  Securities that, upon receipt of a notice from the Company
of the  occurrence  of any event of the kind  described  in Section  3(c),  such
Holder will forthwith  discontinue  disposition of such  Registrable  Securities
under the  Registration  Statement until such Holder's  receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the  "ADVICE") by the Company that the use of the applicable
Prospectus  may be resumed,  and, in either  case,  has  received  copies of any
additional  or  supplemental  filings  that are  incorporated  or  deemed  to be
incorporated  by reference in such  Prospectus or  Registration  Statement.  The
Company may provide  appropriate  stop orders to enforce the  provisions of this
paragraph.

            (c)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and each Holder of the then outstanding Registrable Securities.

            (d)  Notices.  Any  and  all  notices  or  other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and shall be deemed  given and  effective on the earliest of (i) the Trading Day
following  the  date of  mailing,  if sent by  nationally  recognized  overnight
courier service, or (ii) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and  communications  shall be
delivered and addressed as set forth in the Purchase Agreement.

            (e)  Successors  and  Assigns.  This  Agreement  shall  inure to the
benefit of and be binding upon the successors  and permitted  assigns of each of
the parties and shall inure to the benefit of the Holder.

            (f) Execution and  Counterparts.  This  Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together  shall  constitute one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.


                                      E-65
<PAGE>

            (g) Governing Law. 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 its
reasonable counsel fees and disbursements.

            (h) Severability. If any term, provision, covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  commercially  reasonable  efforts to find and employ an
alternative  means to achieve the same or substantially  the same result as that
contemplated  by such term,  provision,  covenant or  restriction.  It is hereby
stipulated  and declared to be the intention of the parties that they would have
executed the remaining terms,  provisions,  covenants and  restrictions  without
including any of such that may be hereafter declared invalid,  illegal,  void or
unenforceable.

            (i) Headings.  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                  [Remainder of page intentionally left blank]


                                      E-66
<PAGE>

      IN WITNESS  WHEREOF,  the parties have executed this  Registration  Rights
Agreement as of the date first written above.

                                 FBO AIR, INC


                                 By:
                                    ----------------------------
                                    Name:  Ron Ricciardi
                                    Title:  President & CEO


                                      E-67
<PAGE>

                                                                     Exhibit 4.5

                                     ANNEX A

                              PLAN OF DISTRIBUTION

      The  Selling  Stockholders  and  any  of  their  pledgees,  assignees  and
successors-in-interest  may, from time to time,  sell any or all of their shares
of Common Stock on any stock exchange,  market or trading  facility on which the
shares  are traded or in private  transactions.  These  sales may be at fixed or
negotiated  prices.  The  Selling  Stockholders  may  use any one or more of the
following methods when selling shares:

      o     ordinary  brokerage  transactions  and  transactions  in  which  the
            broker/dealer solicits purchasers;

      o     block  trades in which the  broker/dealer  will  attempt to sell the
            shares as agent but may  position  and resell a portion of the block
            as principal to facilitate the transaction;

      o     purchases  by  a  broker/dealer  as  principal  and  resale  by  the
            broker/dealer for its account;

      o     an  exchange  distribution  in  accordance  with  the  Rules  of the
            applicable exchange;

      o     privately negotiated transactions;

      o     settlement of short sales;

      o     broker/dealers  may agree with the  Selling  Stockholders  to sell a
            specified number of such shares at a stipulated price per share;

      o     a combination of any such methods of sale; and

      o     any other method permitted pursuant to applicable law.

      The Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

      Broker/dealers  engaged by the Selling  Stockholders may arrange for other
brokers/dealers to participate in sales.  Broker/dealers may receive commissions
from the Selling  Stockholders (or, if any  broker/dealer  acts as agent for the
purchaser  of shares,  from the  purchaser)  in amounts  to be  negotiated.  The
Selling Stockholders do not expect these commissions to exceed what is customary
in the types of transactions involved.

      The Selling  Stockholders may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties  may offer and sell the  shares of common  stock from time to time under
this  prospectus,  or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act of 1933 amending the list of
Selling  Stockholders to include the pledgee,  transferee or other successors in
interest as Selling Stockholders under this prospectus.


                                      E-68
<PAGE>

      The  Selling  Stockholders  and any  broker/dealers  or  agents  that  are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker/dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions under the Securities Act. The Selling Stockholders have informed the
Company  that it does not have  any  agreement  or  understanding,  directly  or
indirectly, with any person to distribute the Common Stock.

      The  Company is  required  to pay all fees and  expenses  incident  to the
registration  of the shares.  The Company  has agreed to  indemnify  the Selling
Stockholders against certain losses, claims, damages and liabilities,  including
liabilities under the Securities Act.


                                      E-69