Exhibit 4.3

                           GENERAL SECURITY AGREEMENT
                                 (FLOATING LIEN)

      SECURITY  AGREEMENT,  dated as of March 31,  2005,  from FBO AIR,  INC., a
Nevada  corporation with offices at 9087 East Charter Oak,  Scottsdale,  Arizona
85260 (the "DEBTOR"),  in favor of the secured  parties (the "SECURED  PARTIES")
set forth on Schedule 1 hereto,

                              W I T N E S S E T H :

      WHEREAS,  the Debtor has issued and hereafter may issue 10% senior secured
promissory  notes (as at any time  amended,  expensed,  restricted,  renewed  or
modified,  the  "NOTES")  pursuant  to the  terms of the  Debtor's  Confidential
Investment  Memorandum  dated  February  8,  2005 (the  "PPM") in the  aggregate
principal amount of up to $1,500,000 ; and

      WHEREAS,  the names of the  Secured  Parties  and the  original  principal
amount of the Notes issued to them will be listed on a SCHEDULE 1 annexed hereto
and made a part hereof from time to time as Notes are issued; and

      WHEREAS,  it is a condition to the  willingness of the Secured  Parties to
enter into the Notes and make the loans evidenced  thereby that the Debtor enter
into this  Agreement  and grant to the  Secured  Parties the  security  interest
provided for herein;

      NOW, THEREFORE, FOR VALUE RECEIVED, IT IS AGREED:

      Section 1. Terms. Unless otherwise defined herein,  capitalized terms used
in this Agreement  shall have the meaning  specified  therefor in the Notes.  As
used herein the  following  terms shall have the  meanings  specified  and shall
include in the singular number the plural and in the plural number the singular:

      "ASSIGNED  AGREEMENTS"  shall mean all  contracts  and  agreements  of the
Debtor,  other  than  subscription  agreements,  security  agreements  or  other
agreements relating to financings.

      "COLLATERAL"  means all of the Debtor's  right,  title and interest in and
under or arising out of each and all of the following:

      All  personal  property  and  fixtures  of  the  Debtor  of  any  type  or
description, wherever located and now existing or hereafter arising or acquired,
including but not limited to the following:

      (i) all of the Debtor's goods including, without limitation:

            (a) all inventory, including, without limitation, equipment held for
lease, whether raw materials,  in process or finished, all material or equipment
usable in processing  the same and all documents of title covering any inventory
(all of the foregoing, "INVENTORY"), including, without limitation, that located
at the locations listed on SCHEDULE 2 annexed hereto;


                                      E-27
<PAGE>
                                                                     Exhibit 4.3


            (b) all equipment (the "EQUIPMENT")  employed in connection with the
Debtor's business,  together with all present and future additions,  attachments
and accessions thereto and all substitutions  therefor and replacements thereof,
including,  without limitation, that located at the locations listed on SCHEDULE
2 annexed hereto;

      (ii) all of the Debtor's present and future accounts, accounts receivable,
general intangibles, contracts and contract rights (herein sometimes referred to
as  "RECEIVABLES"),  including but not limited to the Debtor's rights (including
rights to payment) under all Assigned Agreements, together with

            (a) all claims,  rights,  powers or  privileges  and remedies of the
Debtor relating thereto or arising in connection  therewith  including,  without
limitation,  all rights of the Debtor to make  determinations,  to exercise  any
election  (including,  but not limited to, election of remedies) or option or to
give or receive any notice,  consent,  waiver or  approval,  together  with full
power and authority to demand, receive,  enforce,  collect or receipt for any of
the foregoing or any property  which is the subject of the Assigned  Agreements,
to enforce or execute any checks,  or other  instruments or orders,  to file any
claims and to take any action which (in the opinion of the Secured  Parties) may
be necessary or advisable in connection with any of the foregoing,

            (b) all liens, security,  guaranties,  endorsements,  warranties and
indemnities  and all  insurance  and claims for  insurance  relating  thereto or
arising in connection therewith,

            (c) all  rights  to  property  forming  the  subject  matter  of the
Receivables  including,  without  limitation,  rights to stoppage in transit and
rights to returned or repossessed property,

            (d) all writings relating thereto or arising in connection therewith
including,  without  limitation,  all  notes,  contracts,  security  agreements,
guaranties,  chattel paper and other evidence of indebtedness  or security,  all
powers-of-attorney,  all books, records,  ledger cards and invoices,  all credit
information,  reports or memoranda and all evidence of filings or  registrations
relating thereto, and

            (e) all  catalogs,  computer and  automatic  machinery  software and
programs,  and the like,  pertaining to operations by the Debtor in, on or about
any of its plants or warehouses,  all sales data and other information  relating
to sales or service of products now or hereafter manufactured on or about any of
its plants,  and all accounting  information  pertaining to operations in, on or
about  any of its  plants,  and  all  media  in  which  or on  which  any of the
information  or  knowledge  or data is stored  or  contained,  and all  computer
programs used for the  compilation or printout of such  information,  knowledge,
records or data; and

            (f)  accounts,   contract  rights,  general  intangibles  and  other
property  rights of any nature  whatsoever  arising out of or in connection with
the foregoing,  including  without  limitation,  payments due and to become due,
whether as repayments,  reimbursements,  contractual  obligations,  indemnities,
damages or otherwise;


                                      E-28
<PAGE>
                                                                     Exhibit 4.3


      (iii) all of the Debtor's right, title, and market in and to any shares of
capital stock of any current and/or future Subsidiary corporation (as defined in
the Notes) and the certificates  representing any such shares, together with all
goods, Inventory, Equipment, Receivables, and all other personal property of the
Subsidiaries;

      (iv) all other personal  property of the Debtor of any nature  whatsoever,
including,  without limitation,  all accounts, bank accounts,  deposits,  credit
balances,  contract rights,  inventory,  general intangibles,  goods, equipment,
instruments, chattel paper, machinery, furniture, furnishings,  fixtures, tools,
supplies,  appliances,  plans  and  drawings,  together  with all  customer  and
supplier  lists and records of the business,  and all property from time to time
described in any  financing  statement  (UCC-1)  signed by the Debtor naming the
Secured Parties as secured parties; and

      (v) all items of Collateral  hereafter  acquired,  credited or arising and
all additions, accessions,  replacements,  substitutions or improvements and all
products and proceeds including,  without limitation,  proceeds of insurance, of
any and all of the Collateral described in clauses (i) through (iv) above.

      "INSTRUMENT"  shall have the meaning specified in Article 3 of the Uniform
Commercial  Code,  as in  effect  from time to time in the State of New York and
shall also include any other writing  which  evidences a right to the payment of
money and is not itself a security  agreement or lease and is of a type which is
in the ordinary  course of business  transferred  by delivery with any necessary
endorsement or assignment .

      "LIEN" means any mortgage,  pledge,  hypothecation,  assignment,  security
interest,  deposit arrangement,  encumbrance  (including any easement,  right of
way, zoning  restriction and the like), lien (statutory or other) or preference,
priority or other security agreement or preferential  arrangement of any kind or
nature  whatsoever  (including  any  conditional  sale or other title  retention
agreement,  any financing lease involving substantially the same economic effect
as any of the  foregoing  and the filing of any  financing  statement  under the
Uniform Commercial Code or comparable law of any jurisdiction).

      "PERMITTED LIENS" means:

      (a) Liens for taxes,  assessments or other governmental  charges or levies
not at the time  delinquent  or  thereafter  payable  without  penalty  or being
contested  in good  faith by  appropriate  proceedings  and for  which  adequate
reserves in accordance with generally accepted accounting  principles shall have
been set aside on its books;

      (b) Liens of carriers, warehousemen,  mechanics, materialman and landlords
incurred  in the  ordinary  course of  business  for sums not  overdue  or being
contested  in good  faith by  appropriate  proceedings  and for  which  adequate
reserves shall have been set aside on its books;


                                      E-29
<PAGE>
                                                                     Exhibit 4.3


      (c) Liens (other than Liens arising under the Employee  Retirement  Income
Security Act of 1974, as amended, or Section 412(n) of the Internal Revenue Code
of 1986, as amended)  incurred in the ordinary  course of business in connection
with   workers'   compensation,   unemployment   insurance  or  other  forms  of
governmental  insurance  or  benefits,  or to  secure  performance  of  tenders,
statutory  obligations,  leases and  contracts  (other than for borrowed  money)
entered  into in the  ordinary  course of business or to secure  obligations  on
surety or appeal bonds;

      (d) a Lien for a Permitted FBO Acquisition (as defined in the Notes).

      "PERSON"  means  any  natural  person,  corporation,   firm,  association,
partnership,  joint venture,  limited liability  company,  joint-stock  company,
trust,   unincorporated   organization,   government,   governmental  agency  or
subdivision, or any other entity, whether acting in an individual,  fiduciary or
other capacity.

      "RECEIVABLES"  has the  meaning  specified  therefor in clause (ii) of the
definition of Collateral.

      "SECURED  OBLIGATIONS"  means all  obligations of the Debtor,  whether for
fees,  expenses or  otherwise,  now  existing or  hereafter  arising  under this
Agreement and the Notes.

      Section 2. Security Interests. As security for the payment and performance
of all  Secured  Obligations  the  Debtor  does  hereby  grant and assign to the
Secured Parties a continuing security interest in all of the Collateral, whether
now existing or hereafter arising or acquired and wherever  located,  subject to
the priority, if any, of Permitted Liens.

      Section 3. General  Representations,  Warranties and Covenants. The Debtor
represents,  warrants  and  covenants,  which  representations,  warranties  and
covenants shall survive execution and delivery of this Agreement, as follows:

      (a) This  Agreement is made with full  recourse to the Debtor and pursuant
to and upon all the warranties,  representations,  covenants,  and agreements on
the part of the Debtor  contained  herein,  in the Notes and  otherwise  made in
writing in connection herewith or therewith.

      (b) Except for the security  interest of the Secured Parties therein,  the
Debtor or a Subsidiary is, and as to Collateral acquired from time to time after
the date  hereof  the  Debtor  or a  Subsidiary  will be,  the  owner of all the
Collateral free from any lien,  security  interest,  encumbrance or other right,
title or interest  of any Person  (other  than  Permitted  Liens) and the Debtor
shall defend the Collateral against all claims and demands of all Persons at any
time claiming the same or any interest therein adverse to the Secured Parties.

      (c) There is no financing statement (or similar statement or instrument of
registration under the law of any jurisdiction) now on file or registered in any
public office covering any interest of any kind in the  Collateral,  or intended
to cover any such  interest,  which has not been  terminated  or released by the
secured party named therein and so long as the Notes remain  outstanding  or any
of the Secured Obligations of the Debtor remain unpaid, the Debtor will not, and
will not permit any  Subsidiary to, execute and there will not be on file in any
public  office any financing  statement  (or similar  statement or instrument of
registration  under the law of any  jurisdiction) or statements  relating to the
Collateral,  except (i) financing  statements filed or to be filed in respect of
and covering the security  interest of the Secured  Parties  hereby  granted and
provided  for and (ii) as  specified  in  SCHEDULE 2 and (iii)  with  respect to
Permitted Liens.


                                      E-30
<PAGE>
                                                                     Exhibit 4.3


      (d) The chief  executive  office and chief place of business of the Debtor
is located at the address of the Debtor listed on the signature page hereof, and
the Debtor will not move its chief executive  office and chief place of business
except to such new location as the Debtor may establish in  accordance  with the
last sentence of this SECTION 3(D). The originals of all Assigned Agreements and
all documents (as well as all duplicates thereof) evidencing all Receivables and
all other  contract  rights or accounts and other property of the Debtor and the
only original books of account and records of the Debtor  relating  thereto are,
and will  continue  to be,  kept at such chief  executive  office or at such new
location as the Debtor may  establish in  accordance  with the last  sentence of
this  SECTION  3(D).  Debtor shall  establish no such new location  until (i) it
shall  have  given  to the  Placement  Agent  (as  defined  in the PPM) or other
representative  of the Secured  Parties  elected by holders  owning no less than
50.1% of the then  aggregate  Principal  Amount of Notes then  outstanding  (the
"REPRESENTATIVE"),  as agent for the Secured Parties (the Placement Agent or the
Representative  shall hereinafter be referred to as the "AGENT"),  not less than
30 days' prior written notice of its intention to do so, clearly describing such
new location and providing such other information in connection therewith as the
Agent may  reasonably  request,  and (ii) with respect to such new location,  it
shall have taken such  action,  satisfactory  to the Agent  (including,  without
limitation,  all action required by SECTION 7 hereof),  to maintain the security
interest of the Secured Parties in the Receivables intended to be granted at all
times fully perfected and in full force and effect.

      (e) Other than personal computers, laptop computers,  printers and related
office  equipment  with an aggregate  value that is  immaterial to its financial
condition, the Debtor has no Collateral located outside of the State of Arizona,
but its Subsidiaries will as they acquire FBOs.

      (f) The name of the Debtor is as set forth on the  signature  page  hereto
and the Debtor  shall not change such name,  conduct  its  business in any other
name or take  title to the  Collateral  in any other  name  other than that of a
Subsidiary while this Agreement remains in effect.  The Debtor has never had any
name, or conducted  business under any name in any jurisdiction,  other than its
name set forth on the  signature  page  hereto,  during the past six years other
than as set forth in SCHEDULE 2 annexed hereto.

      (g) At the Debtor's own expense, the Debtor will: (i) without limiting the
provisions  of the Notes,  keep the  Collateral  fully insured at all times with
financially sound and responsible  insurance  carriers against loss or damage by
fire and other risks, casualties and contingencies and in such manner and to the
same extent that like  properties  are  customarily so insured by other entities
engaged in the same or similar  businesses  similarly situated and keep adequate
insurance  at all times  against  liability  on account of damage to persons and
properties and under all applicable workers'  compensation laws, by insurers and
in amounts approved by the Secured Parties,  for the benefit of the Debtor,  its
Subsidiaries and the Secured Parties,  (ii) upon request by the Agent,  promptly
deliver the insurance  policies or certificates  thereof to the Agent, and (iii)
keep  the  Collateral  in good  condition  at all  times  (normal  wear and tear
excepted) and maintain same in accordance with all manufacturer's specifications
and requirements.  Upon any failure of the Debtor to comply with its obligations
pursuant  to this  SECTION  3(G),  the  Agent  may at its  option,  and  without
affecting any of the Secured  Parties' other rights or remedies  provided herein
or as secured parties under the Uniform  Commercial Code,  procure the insurance
protection it deems necessary  and/or cause repairs or  modifications to be made
to the  Collateral  and the  cost of  either  or both of  which  shall be a lien
against the Collateral  added to the amount of the  indebtedness  secured hereby
and payable on demand with interest at a rate per annum equal to 18%.


                                      E-31
<PAGE>
                                                                     Exhibit 4.3


      (h) The Debtor hereby assigns,  on behalf of itself and its  Subsidiaries,
to the Secured Parties all of Debtor's and its  Subsidiaries'  right,  title and
interest  in and to any and all moneys  which may become  due and  payable  with
respect to the  Collateral  under any policy  insuring  the  Collateral  (except
proceeds relating to tangible personal property which are applied to restoration
or replacement),  including return of unearned premium, and shall cause any such
insurance  company to make  payment  directly  to the Agent for  application  to
amounts  outstanding  under the Notes in accordance  with the terms of the Notes
and,  to the  extent not  provided  therein,  in such  order as the Agent  shall
determine.

      (i) The Debtor will not,  and will not permit any  Subsidiary  to, use the
Collateral  in violation of any statute or  ordinance  or  applicable  insurance
policy  and will  promptly  pay all taxes and  assessments  levied  against  the
Collateral.

      (j) The Debtor  will not,  and will not permit any  Subsidiary  to,  sell,
transfer,  change the  registration,  if any, dispose of, attempt to dispose of,
substantially  modify or abandon the  Collateral  or any part thereof other than
sales of  Inventory in the ordinary  course of business and the  disposition  of
obsolete or worn-out Equipment in the ordinary course of business.

      (k) The Debtor will not assert  against  the Secured  Parties any claim or
defense  which the Debtor may have against any seller of the  Collateral  or any
part thereof or against any other Person with respect to the  Collateral  or any
part thereof.

      (l) The Debtor will indemnify and hold the Secured  Parties  harmless from
and against any loss,  liability,  damage, costs and expenses whatsoever arising
from the Debtor's use,  operation,  ownership or possession of the Collateral or
any part thereof.

      (m) The Debtor will maintain the  confidentiality of all customer lists of
it and its Subsidiaries (and cause the Subsidiaries to do the same) and not (nor
permit its  Subsidiary  to) sell or otherwise  dispose of such lists except that
the Debtor shall deliver copies thereof to the Agent upon its request, which may
be made at any time and from time to time after an Event of Default.

      (n) The Debtor will not, and it will not permit any  Subsidiary  to, enter
into any agreement that is inconsistent with the Debtor's obligations under this
Agreement, without the prior written consent of the Required Holders.


                                      E-32
<PAGE>
                                                                     Exhibit 4.3


      Section 4. Special Provisions  Concerning Assigned Agreements.  The Debtor
represents, warrants and agrees as follows:

      (a) The  Assigned  Agreements  constitute  the  legal,  valid and  binding
obligations  of the Debtor or one of its  Subsidiaries  and,  to the best of the
Debtor's  knowledge,  the other parties thereto,  enforceable in accordance with
their respective terms.

      (b) The Debtor or its  Subsidiaries  will faithfully abide by, perform and
discharge  each and every  material  obligation,  covenant  and  agreement to be
performed by the Debtor or its Subsidiaries under the Assigned Agreements.

      (c) The Debtor  will not,  and will not permit any  Subsidiary  to, act or
fail to act in a manner  likely  (directly or  indirectly)  to entitle any party
thereto  to claim  that the Debtor or such  Subsidiary  is in default  under the
terms thereof.

      (d) The Debtor will not, and will not permit any Subsidiary to,  terminate
or permit the termination of any Assigned  Agreement,  except in accordance with
its  terms,  other  than in the  ordinary  course  of  business  or as it  deems
necessary or desirable in the normal course of its business.

      (e) Without the prior written  consent of the Agent,  the Debtor will not,
and will not permit any  Subsidiary  to,  other than in the  ordinary  course of
business,  waive or in any manner release or discharge any party to any Assigned
Agreement  from  any of the  material  obligations,  covenants,  conditions  and
agreements  to be  performed  by it under  such  Assigned  Agreement  including,
without limitation, the obligation to make all payments in the manner and at the
time and places specified.

      (f) If the Agent so requests after  occurrence of an Event of Default and,
if prior to the Maturity Date, acceleration of the Notes  ("ACCELERATION"),  the
Debtor or its  Subsidiaries  will  hold any  payments  received  by it which are
assigned and set over to the Secured Parties by this Agreement for and on behalf
of the Secured Parties and turn them promptly over to the Agent forthwith in the
same form in which they are received  (together with any necessary  endorsement)
for  application to amounts  outstanding  under the Notes in accordance with the
terms of the Notes and, to the extent not provided therein, in such order as the
Secured Parties shall determine.

      (g) The Debtor, on behalf of itself or its Subsidiary,  will appear in and
defend every action or proceeding arising under, growing out of or in any manner
connected with the Assigned Agreements or the obligations, duties or liabilities
of the Debtor or its Subsidiary and any assignee thereunder.

      (h) Should the Debtor or its Subsidiary  fail to make any payment or to do
any act as herein provided after ten (10) days' notice to the Debtor,  the Agent
may (but without  obligation on the Agent's part to do so and without  notice to
or demand on the Debtor and without  releasing the Debtor or any Subsidiary from
any obligation  hereunder) make or do the same in such manner and to such extent
as the Agent may deem  necessary  to protect  the  security  interests  provided
hereby,  including specifically,  without limiting the general powers, the right
to appear in and  defend  any  action or  proceeding  purporting  to affect  the
security interests provided hereby and the Debtor or a Subsidiary  thereof,  and
the Agent may also perform and discharge each and every obligation, covenant and
agreement of the Debtor or its  Subsidiary  contained in any Assigned  Agreement
and, in exercising  any such powers,  pay necessary  costs and expenses,  employ
counsel and incur and pay reasonable attorneys' fees.


                                      E-33
<PAGE>
                                                                     Exhibit 4.3


      (i) Upon the  request  of the  Agent,  the  Debtor  will send to the Agent
copies of all material notices, documents and other papers furnished or received
by it or its Subsidiary with respect to any of the Assigned Agreements.

      Section 5. Special Provisions Concerning Receivables.

      (a) As of the time when each Receivable arises, the Debtor shall be deemed
to have warranted as to each such Receivable that such Receivable and all papers
and documents relating thereto are genuine and in all respects what they purport
to be, and that all papers and documents relating thereto:

      (i) will be signed by the account  debtor  named  therein (or such account
debtor's duly authorized agent) or otherwise be binding on the account debtor;

      (ii) will represent the genuine,  legal,  valid and binding  obligation of
the  account  debtor  evidencing  indebtedness  unpaid and owed by such  account
debtor  arising  out of the  performance  of labor or  services  or the sale and
delivery of merchandise or both;

      (iii) to the  extent  evidenced  by  writings,  will be the only  original
writings  evidencing and embodying  such  obligation of the account debtor named
therein; and

      (iv) will be in compliance and will conform with all  applicable  federal,
state and local laws  (including  applicable  usury laws) and applicable laws of
any relevant foreign jurisdiction.

      (b) The Debtor will keep and maintain at the Debtor's own cost and expense
satisfactory and complete records of the Receivables, including, but not limited
to,  records  of  all  payments  received,  all  credits  granted  thereon,  all
merchandise returned and all other dealings therewith,  and the Debtor will make
the same available to the Agent at the Debtor's own cost and expense, at any and
all reasonable times upon demand of the Agent. The Debtor shall, at the Debtor's
own cost and expense,  deliver the Receivables  (including,  without limitation,
all  documents  evidencing  the  Receivables)  and such books and records to the
Agent or to its representatives upon its demand at any time after the occurrence
of an Event of Default and, if prior to the Maturity Date, Acceleration.  If the
Agent shall so request, the Debtor shall legend, in form and manner satisfactory
to the Agent the  Receivables  and other  books,  records and  documents  of the
Debtor evidencing or pertaining to the Receivables with an appropriate reference
to the fact that the  Receivables  have been assigned to the Secured Parties and
that the Secured Parties has a security interest therein.


                                      E-34
<PAGE>
                                                                     Exhibit 4.3


      (c) Except in the ordinary course of business prior to an Event of Default
and, if prior to the Maturity Date, Acceleration,  the Debtor will not, and will
cause its Subsidiary not to, rescind or cancel any indebtedness evidenced by any
Receivable  or modify  any term  thereof  or make any  adjustment  with  respect
thereto,  or extend or renew the same,  or  compromise  or settle  any  dispute,
claim,  suit or legal  proceeding  relating  thereto,  or sell any Receivable or
interest  therein,  without the prior written consent of the Agent,  except that
the  Debtor  or its  Subsidiary  may  grant  discounts  in  connection  with the
prepayment  of any  Receivable  in an amount  which is  customary in the line of
business in which the Debtor and its  Subsidiaries  are  engaged and  consistent
with the Debtor's or its Subsidiary's past practices.

      (d) The Debtor will,  and will cause its  Subsidiary  to, duly fulfill all
obligations  on its  part  to be  fulfilled  under  or in  connection  with  the
Receivables  and will do nothing to impair the rights of the Secured  Parties in
the Receivables.

      (e) The  Debtor  shall,  and will cause its  Subsidiary  to,  endeavor  to
collect  or  cause  to be  collected  from  the  account  debtor  named  in each
Receivable,  as and when due (including,  without limitation,  Receivables which
are  delinquent,  such  Receivables to be collected in accordance with generally
accepted  lawful  collection  procedures)  any and all amounts owing under or on
account of such Receivable, and credit forthwith (on a daily basis) upon receipt
thereof all such amounts as are so collected to the outstanding  balance of such
Receivable.  The costs and expenses  (including  attorneys' fees) of collection,
whether  incurred  by the Debtor or the Secured  Parties,  shall be borne by the
Debtor.

      (f) Upon  request of the Agent,  at any time when an Event of Default and,
if prior to the  Maturity  Date,  Acceleration  shall  exist,  the Debtor  shall
promptly  notify (in manner,  form and substance  satisfactory  to the Agent all
Persons  who are at any time  obligated  under any  Receivable  that the Secured
Parties  possesses a security  interest in such Receivable and that all payments
in respect thereof are to be made to such account as the Agent directs.

      Section 6. Special  Provisions  Concerning  Equipment.  The Debtor will do
nothing,  and will  cause its  Subsidiaries  not to do  anything,  to impair the
rights of the  Secured  Parties in the  Equipment.  The Debtor  shall  cause the
Equipment to at all times  constitute and remain personal  property.  The Debtor
will at all  times  keep all  Equipment  insured  with  financially  responsible
insurance  companies  in favor of the  Secured  Parties,  at the  expense of the
Debtor,  against such perils and in such amounts as are customary for Persons in
the same  general  line of  business  as the  Debtor  and its  Subsidiaries  and
operating in similar geographic  locations and markets. If the Debtor shall fail
to insure the Equipment to the satisfaction of the Agent, or if the Debtor shall
fail so to endorse  and  deposit  all  policies  or  certificates  with  respect
thereto,  the Agent shall have the right (but shall be under no  obligation)  to
procure such  insurance  and the Debtor  agrees to  reimburse  the Agent for all
costs and expenses of procuring such insurance, together with interest at a rate
per annum equal to 18%. The Agent may apply any proceeds of such  insurance when
received by it pursuant  to the terms of this  SECTION 6 or SECTION  3(H) hereof
toward the  payment of any of the Secured  Obligations,  whether or not the same
shall then be due.  The Debtor  retains  all  liability  and  responsibility  in
connection with the Equipment and the liability of the Debtor to pay the Secured
Obligations shall in no way be affected or diminished by reason of the fact that
such  Equipment  may be  lost,  destroyed,  stolen,  damaged  or for any  reason
whatsoever unavailable to the Debtor.


                                      E-35
<PAGE>
                                                                     Exhibit 4.3


      Section 7. Financing Statements; Documentary Stamp Taxes.

      (a)  The  Debtor  will,  at  its  own  expense,  make,  execute,  endorse,
acknowledge,  file  and/or  deliver to the Agent  from time to time such  lists,
descriptions and designations of Inventory, warehouse receipts, bills of lading,
documents of title, vouchers,  invoices,  schedules,  confirmatory  assignments,
conveyances,  financing statements,  transfer endorsements,  powers of attorney,
certificates,  reports and other assurances or instruments and take such further
steps  relating to the  Collateral  and other  property or rights covered by the
security interest hereby granted, which the Agent deems appropriate or advisable
to perfect,  preserve or protect its security  interest in the  Collateral.  The
Debtor hereby constitutes the Agent its  attorney-in-fact to execute and file in
the name and on  behalf  of the  Debtor  and its  Subsidiaries  such  additional
financing statements as the Agent may request,  such acts of such attorney being
hereby ratified and confirmed;  such power,  being coupled with an interest,  is
irrevocable  until the Secured  Obligations  are paid in full.  Further,  to the
extent permitted by applicable law, the Debtor  authorizes the Agent to file any
such financing statements without the signature of the Debtor or any Subsidiary.
The  Debtor  will  pay all  applicable  filing  fees  and  related  expenses  in
connection with any such financing statements.

      (b) The Debtor agrees to procure,  pay for, affix to any and all documents
and cancel  any  documentary  tax stamps  required  by and in  accordance  with,
applicable  law and the  Debtor  will  indemnify  and hold the  Secured  Parties
harmless against any liability  (including interest and penalties) in respect of
such documentary stamp taxes.

      Section 8. Special Provisions Concerning Remedies and Sale.

      (a) In addition to any rights and remedies now or hereafter  granted under
applicable  law and not by way of  limitation  of any such rights and  remedies,
upon the  occurrence of an Event of Default and, if prior to the Maturity  Date,
Acceleration, the Secured Parties shall have all of the rights and remedies of a
secured  party under the Uniform  Commercial  Code as enacted in any  applicable
jurisdiction  in addition to the rights and  remedies  provided  herein,  in the
Notes and in any other  agreement  executed in connection  with the Note whereby
the Debtor  has  granted  any Lien to the  Secured  Parties.  Without in any way
limiting the foregoing, upon the giving of notice to the Debtor of intent of the
Agent to pursue any one or all of the following or any other remedies:

            (i)  to  ask  for,  demand,  collect,  receive,  compound  and  give
acquaintance for the Receivables or any part thereof;

            (ii) to extend  the time of  payment  of,  compromise  or settle for
cash,  credit  or  otherwise,  and upon any  terms  and  conditions,  any of the
Receivables;

            (iii) to  endorse  the name of the Debtor on any  checks,  drafts or
other  orders or  instruments  for the  payment of moneys  payable to the Debtor
which shall be issued in respect of any Receivable;


                                      E-36
<PAGE>
                                                                     Exhibit 4.3


            (iv) to file any  claims,  commence,  maintain  or  discontinue  any
actions,  suits or other proceedings  deemed by the Agent necessary or advisable
for the purpose of collecting or enforcing payment of any Receivable;

            (v) to make test  verifications  of the  Receivables  or any portion
thereof;

            (vi) to notify any or all  account  debtors  under any or all of the
Receivables to make payment thereof directly to the Agent for the account of the
Agent and to require the Debtor to forthwith  give similar notice to the account
debtors;

            (vii) to require the Debtor forthwith to account for and transmit to
the  Agent in the same  form as  received  all  proceeds  (other  than  physical
property) of  collection of  Receivables  received by the Debtor or a Subsidiary
and, until so transmitted, to hold the same in trust for the Secured Parties and
not commingle such proceeds with any other funds of the Debtor;

            (viii) to take  possession of any or all of the Collateral  and, for
that purpose, to enter, with the aid and assistance of any Person or Persons and
with or without legal process,  any premises where the  Collateral,  or any part
thereof,  are,  or may  be,  placed  or  assembled,  and to  remove  any of such
Collateral;

            (ix) to execute any instrument and do all other things necessary and
proper to protect and  preserve and realize  upon the  Collateral  and the other
rights contemplated hereby;

            (x) upon notice to such effect, to require the Debtor to deliver, at
the Debtor's  expense,  any or all Collateral to the Agent at a place designated
by the Agent; and

            (xi) without obligation to resort to other security, at any time and
from  time to time,  to sell,  re-sell,  assign  and  deliver  all or any of the
Collateral,  in one or more  parcels  at the same or  different  times,  and all
right,  title and  interest,  claim and demand  therein and right of  redemption
thereof,  at  public  or  private  sale,  for cash,  upon  credit or for  future
delivery,  and at such  price  or  prices  and on such  terms as the  Agent  may
determine,  with the  amounts  realized  from any such sale to be applied to the
Secured Obligations in the manner determined by the Agent.

      The Debtor hereby agrees that all of the foregoing may be effected without
demand,  advertisement or notice (except as otherwise  provided herein or as may
be required by law),  all of which  (except as  otherwise  provided)  are hereby
expressly  waived,  to the  extent  permitted  by law.  The  Agent  shall not be
obligated to do any of the acts  hereinabove  authorized,  but in the event that
the Agent elects to do any such act, the Agent shall not be  responsible  to the
Debtor except for its gross negligence or willful misconduct.

      (b) The Agent may take legal proceedings for the appointment of a receiver
or receivers (to which the Agent shall be entitled as a matter of right) to take
possession of the  Collateral  pending the sale thereof  pursuant  either to the
powers of sale granted by this Agreement or to a judgment,  order or decree made
in any judicial  proceeding for the  foreclosure or involving the enforcement of
this  Agreement.  If,  after  the  exercise  of any or all of  such  rights  and
remedies,  any of the Secured  Obligations shall remain unpaid, the Debtor shall
remain liable for any deficiency.  After the indefeasible payment in full of the
Secured  Obligations,  any  proceeds of the  Collateral  received or held by the
Agent shall be turned over to the Debtor and the Collateral  shall be reassigned
to the Debtor by the Agent without  recourse to the Agent or the Secured Parties
and without any representations, warranties or agreements of any kind.


                                      E-37
<PAGE>
                                                                     Exhibit 4.3


      (c) Upon any sale of any of the  Collateral,  whether made under the power
of sale  hereby  given  or  under  judgment,  order or  decree  in any  judicial
proceeding for the foreclosure or involving the enforcement of this Agreement:

            (i) the Agent  may,  to the  extent  permitted  by law,  bid for and
purchase the property being sold, and upon compliance with the terms of sale may
hold,  retain and possess and dispose of such property in its own absolute right
without further accountability,  and may, in paying the purchase money therefor,
deliver  any Notes or claims  for  interest  thereon  and any other  instruments
evidencing  the Secured  Obligations  or agree to the  satisfaction  of all or a
portion  of the  Secured  Obligations  in lieu of cash in  payment of the amount
which shall be payable thereon, and the Notes and such instruments,  in case the
amounts so payable  thereon shall be less than the amount due thereon,  shall be
returned to the Agent after being appropriately stamped to show partial payment;

            (ii) the Agent may make and deliver to the purchaser or purchasers a
good and sufficient deed, bill of sale and instrument of assignment and transfer
of the property sold;

            (iii) the Agent is hereby irrevocably  appointed the true and lawful
attorney-in-fact  of the  Debtor in its name and  stead,  to make all  necessary
deeds,  bills of sale and instruments of assignment and transfer of the property
thus  sold  and for  such  other  purposes  as are  necessary  or  desirable  to
effectuate the provisions  (including,  without  limitation,  this Section 8) of
this  Agreement,  and for that purpose it may execute and deliver all  necessary
deeds,  bills  of sale and  instruments  of  assignment  and  transfer,  and may
substitute one or more Persons with like power,  the Debtor hereby ratifying and
confirming all that its said attorney, or such substitute or substitutes,  shall
lawfully  do by  virtue  hereof;  but if so  requested  by the  Agent  or by any
purchaser,  the Debtor  shall  ratify and  confirm  any such sale or transfer by
executing and delivering to the Agent or to such purchaser all property,  deeds,
bills of sale,  instruments  or  assignment  and transfer and releases as may be
designated in any such request;

            (iv) all right, title, interest, claim and demand whatsoever, either
at law or in equity or  otherwise,  of the Debtor or a Subsidiary  of, in and to
the property so sold shall be divested;  such sale shall be a perpetual bar both
at law and in equity against the Debtor,  its  Subsidiaries,  its successors and
assigns,  and against any and all Persons claiming or who may claim the property
sold or any part thereof from,  through or under the Debtor,  its  successors or
assigns;

            (v) the receipt of the Agent or of the officer  thereof  making such
sale shall be a sufficient discharge to the purchaser or purchasers at such sale
for his or their purchase  money,  and such purchaser or purchasers,  and his or
their assigns or personal representatives, shall not, after paying such purchase
money and receiving  such receipt of the Agent or of such officer  therefor,  be
obliged  to see to the  application  of  such  purchase  money  or be in any way
answerable for any loss, misapplication or non-application thereof; and


                                      E-38
<PAGE>
                                                                     Exhibit 4.3


            (vi) to the extent  that it may  lawfully  do so, and subject to any
legal requirement that the Agent act in a commercially  reasonable  manner,  the
Debtor  agrees that it will not at any time  insist  upon,  or plead,  or in any
manner  whatsoever claim or take the benefit or advantage of, any  appraisement,
valuation,  stay,  extension or  redemption  laws,  or any law  permitting it to
direct the order in which the  Collateral or any part thereof shall be sold, now
or at any time hereafter in force, which may delay,  prevent or otherwise affect
the  performance  or  enforcement  of this  Agreement,  the  Notes or any  other
agreement  executed in connection  with the Notes whereby the Debtor has granted
any Lien to the Secured  Parties,  and the Debtor  hereby  expressly  waives all
benefit or  advantage  of any such laws and  covenants  that it will not hinder,
delay or impede the  execution of any power granted or delegated to the Agent in
this Agreement,  but will suffer and permit the execution of every such power as
though  no such  laws  were in  force.  In the  event of any sale of  Collateral
pursuant to this  Section,  the Agent shall,  at least 10 days before such sale,
give the Debtor written, telecopied or telex notice of its intention to sell.

      Section 9. Application of Moneys.

      (a) Except as otherwise  provided herein or in the Notes, all moneys which
the Secured  Parties shall receive,  in accordance  with the provisions  hereof,
shall be applied (to the extent thereof) in the following manner:  First, to the
payment of all costs and expenses  reasonably  incurred in  connection  with the
administration and enforcement of, or the preservation of any rights under, this
Agreement  or any of the  reasonable  expenses  and  disbursements  of the Agent
(including,  without  limitation,  the fees and disbursements of its counsel and
agents);  Second, to the payment of all Secured  Obligations  arising out of the
Notes in accordance with the terms of the Notes and, if not therein provided, in
such order as the Agent may  determine;  and Third,  to the payment of all other
Secured Obligations in such order as the Agent may determine.

      (b) If after  applying  any  amounts  which the Agent has,  as the Secured
Parties  have,  received  in  respect  of the  Collateral  any  of  the  Secured
Obligations  remain  unpaid,  the  Debtor  shall  continue  to be liable for any
deficiency, together with interest.

      Section 10. Fees and Expenses,  etc. Any and all fees,  costs and expenses
of  whatever  kind or  nature,  including  but  not  limited  to the  reasonable
attorneys' fees and legal expenses incurred by the Agent in connection with this
Agreement,  the filing or recording  of any  documents  (including  all taxes in
connection  therewith) in public offices, the payment or discharge of any taxes,
counsel  fees,   maintenance   fees,  fees  and  other  costs  relating  to  the
encumbrances or otherwise protecting, maintaining, preserving the Collateral, or
in defending or prosecuting any actions or proceedings arising out of or related
to the  Collateral,  shall be borne and paid by the Debtor on written  demand by
the Agent  setting  forth in  reasonable  detail the nature of such expenses and
until so paid shall be added to the principal amount of the Secured  Obligations
and shall bear  interest  at a rate per annum  equal to 18%.  In  addition,  the
Debtor  will pay,  and  indemnify  and hold the Agent  and the  Secured  Parties
harmless from and against, any and all liabilities, obligations, losses, damages
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind or nature  whatsoever  with respect to the Collateral,  including  (without
limitation)  claims of patent or trademark  infringement and any claim of unfair
competition or anti-trust violation.


                                      E-39
<PAGE>
                                                                     Exhibit 4.3


      Section 11. Miscellaneous.

      (a) All notices,  communications  and distributions  hereunder shall be in
writing  (including  telecopied  communication)  and mailed by  certified  mail,
telecopied,  personally  delivered  or  delivered  by  Federal  Express or other
reputable  overnight  courier  service,  if to the Debtor addressed to it at its
address set forth  opposite  its  signature  below,  if to the Secured  Parties,
addressed to it at its address set forth opposite its signature  below, or as to
any  party at such  other  address  as shall be  designated  by such  party in a
written  notice to such other party  complying as to delivery  with the terms of
this Section.  All such notices and other  communications shall be effective (i)
if mailed by certified  mail,  three days after the date of deposit thereof with
the U.S.  Postal  Service,  properly  addressed  with postage  prepaid,  (ii) if
telecopied,  upon receipt by the addressee,  (iii) if personally delivered, upon
such  delivery  and (iv) if  delivered  by  overnight  courier  service,  on the
business day  following  delivery  thereof to such  courier  service in time for
next-business-day delivery.

      (b) No delay on the part of the Agent or the Secured Parties in exercising
any of their rights,  remedies,  powers and  privileges  hereunder or partial or
single exercise  thereof,  shall constitute a waiver thereof.  None of the terms
and conditions of this Agreement may be changed,  waived,  modified or varied in
any manner whatsoever unless in writing duly signed by the Debtor and the Agent.
No notice to or demand on the Debtor in any case shall entitle the Debtor to any
other  or  further  notice  or  demand  in  similar  or other  circumstances  or
constitute a waiver of any of the rights of the Secured  Parties to any other or
further action in any circumstances without notice or demand.

      (c) The obligations of the Debtor hereunder shall remain in full force and
effect  without  regard to, and shall not be  impaired  by, (i) any  bankruptcy,
insolvency, reorganization,  arrangement, readjustment, composition, liquidation
or the like of the Debtor; (ii) any exercise or non-exercise,  or any waiver of,
any right,  remedy,  power or privilege  under or in respect of the Notes,  this
Agreement or any other  agreement  executed in connection with the Notes whereby
the Debtor has granted any Lien to the  Secured  Parties or any other  agreement
executed in connection with any of the foregoing, the Secured Obligations or any
security  for any of the  Secured  Obligations;  or (iii)  any  amendment  to or
modification  of any of the  foregoing;  whether  or not the  Debtor  shall have
notice or  knowledge  of any of the  foregoing.  The rights and  remedies of the
Secured  Parties herein  provided are cumulative and not exclusive of any rights
or remedies which the Secured Parties would otherwise have.

      (d) This Agreement shall be binding upon the Debtor,  its Subsidiaries and
their  successors  and  assigns  and shall  inure to the  benefit of the Secured
Parties  and their  successors  and  assigns,  except  that the  Debtor  may not
transfer or assign any of its obligations,  rights or interest hereunder without
the  prior  written  consent  of the  Required  Holders  and any such  purported
assignment  by the Debtor shall be void.  All  agreements,  representations  and
warranties  made  herein  shall  survive  the  execution  and  delivery  of this
Agreement.


                                      E-40
<PAGE>
                                                                     Exhibit 4.3


      (e) The descriptive headings of the several sections of this Agreement are
inserted  for  convenience  only and shall not in any way affect the  meaning or
construction of any provision of this Agreement.

      (f) Any provision of this Agreement  which is prohibited or  unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

      (g) All rights,  remedies  and powers  provided by this  Agreement  may be
exercised  only to the extent  that the  exercise  thereof  does not violate any
applicable  provision  of law,  and the  provisions  hereof are  intended  to be
subject to all  applicable  mandatory  provisions of law that may be controlling
and to be  limited  to the extent  necessary  so that they will not render  this
Agreement  invalid,  unenforceable  in  whole or in part or not  entitled  to be
recorded, registered or filed under the provisions of any applicable law.

      (h)  Notwithstanding the above governing law relating to matters of title,
or creation,  perfection and priority of the security  interests created hereby,
or procedural  issues of foreclosure  are required to be governed by the laws of
the state in which the Collateral, or part thereof, is located.

      (i) EACH PARTY HERETO KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVES ANY
AND  ALL  RIGHTS  IT MAY  HAVE TO A TRIAL  BY  JURY IN ANY  ACTION,  PROCEEDING,
COUNTERCLAIM  OR OTHER  LITIGATION  BASED ON, OR ARISING  OUT OF,  UNDER,  OR IN
CONNECTION  WITH, THIS AGREEMENT,  THE NOTES OR ANY FINANCING  DOCUMENT,  OR ANY
COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS  (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF ANY SUCH  PARTY.  THIS  PROVISION  IS A MATERIAL  INDUCEMENT  FOR THE
SECURED PARTY'S ENTERING INTO THIS AGREEMENT.

      (j) It is expressly agreed,  anything herein, in the Notes or in any other
agreement or instrument  executed in  connection  with the Notes to the contrary
notwithstanding,  that the Debtor  shall  remain  liable to  perform  all of the
obligations,  if any,  assumed  by it with  respect  to the  Collateral  and the
Secured  Parties shall not have any  obligations or liabilities  with respect to
any  Collateral  by reason of or arising  out of this  Agreement,  nor shall the
Secured Parties be required or obligated in any manner to perform or fulfill any
of the  obligations  of the Debtor under or pursuant to any or in respect of any
Collateral.

      (k) This  Agreement may be executed in any number of  counterparts  and by
the different  parties  hereto on separate  counterparts,  each of which when so
executed and delivered shall be an original, but all of which counterparts taken
together shall be deemed to constitute one and the same instrument.


                                      E-41
<PAGE>
                                                                     Exhibit 4.3


      (l) 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  (and/or  at the  option  of  Agent,  the
jurisdiction  where any  collateral is located).  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/or at the option of Agent,  the  jurisdiction  where any collateral is
located) 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 and/or at the option of Agent, the
jurisdiction where any collateral is located).  The parties hereto expressly and
irrevocably 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.


                                      E-42
<PAGE>
                                                                     Exhibit 4.3


      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed and  delivered by their duly  authorized  officers as of the date first
above written.

                                    FBO AIR, INC.
                                    as Debtor


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


                                      E-43