Exhibit 4.1

THIS  NOTE  HAS  BEEN  ACQUIRED  FOR  INVESTMENT  PURPOSES  ONLY  AND MAY NOT BE
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT") SHALL HAVE BECOME  EFFECTIVE WITH RESPECT THERETO OR (ii)
RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY TO THE
COMPANY  TO THE  EFFECT  THAT  REGISTRATION  UNDER  THE ACT IS NOT  REQUIRED  IN
CONNECTION  WITH SUCH  PROPOSED  TRANSFER NOR IS IN VIOLATION OF ANY  APPLICABLE
STATE  SECURITIES  LAWS.  THIS LEGEND SHALL BE ENDORSED  UPON ANY NOTE ISSUED IN
EXCHANGE FOR THIS NOTE.

                                 FBO AIR, INC.

                       10% SENIOR SECURED PROMISSORY NOTE

PPU NOTE - ______                 $__________                  ________ __, 2005

      FOR VALUE RECEIVED,  FBO AIR, INC., a Nevada  corporation  (the "COMPANY")
with its  principal  executive  office at 9807  East  Charter  Oak,  Scottsdale,
Arizona      85260,      promises     to     pay     to     the     order     of
__________________________________________  (the "PAYEE") or registered  assigns
the  principal  amount  of   _____________________   ($________)   Dollars  (the
"PRINCIPAL  AMOUNT"),  on __________,  2008 (the "MATURITY DATE"). The Principal
Amount and  accrued  interest  is payable in such coin or currency of the United
States  of  America  as at the time of  payment  shall be legal  tender  for the
payment of public and private  debts.  Interest on this note (this "NOTE") shall
accrue on the Principal Amount outstanding from time to time at a rate per annum
computed in accordance with SECTION 2 hereof.

      Each  payment by the Company  pursuant to this Note shall be made  without
set-off or counterclaim and in immediately available funds.

      The Company (i) waives presentment,  demand, protest or notice of any kind
in  connection  with this  Note,  and (ii)  agrees,  in the event of an Event of
Default (as defined  below),  to pay to the holder of this Note, on demand,  all
costs and expenses (including reasonable legal fees) incurred in connection with
the enforcement and collection of this Note.

      This Note is secured by a Security  Agreement  dated the date  hereof (the
"SECURITY  AGREEMENT") of the Company in favor of the Payee (and,  together with
the  holders  (collectively,  the  "PAYEES"),  of the Other  Notes  (as  defined
below)),   covering  certain   collateral  (the   "COLLATERAL"),   all  as  more
particularly  described and provided in the Security Agreement,  and is entitled
to the benefits thereof.  The Security  Agreement,  the Uniform  Commercial Code
financing  statements in connection with the Security  Agreement and any and all
other documents  executed and delivered by the Company to the Payees under which
Payees are granted liens on assets of the Company are  collectively  referred to
as the "SECURITY DOCUMENTS."


                                      E-2
<PAGE>

      This Note and other  similar  notes (the "OTHER  NOTES," and  collectively
with this Note,  the  "NOTES"),  were issued to investors  pursuant to a private
placement  of the  Company's  units  (the  "UNITS")  pursuant  to the  Company's
Confidential Investment Memorandum dated February 8, 2005 (the "PPM").

      1. Prepayment.

            A.  Except as  required  pursuant to SECTION 1.B of this Note (which
SECTION 1.B requires in certain  circumstances  mandatory  pre-payments  of this
Note),  this Note may be prepaid in whole or in part,  at any time and from time
to time,  without  penalty.  If prepayment is for less than all of the Principal
Amount on all of the Notes, payment shall be pro-rata among the Notes. In such a
case, the dollar amount being paid to each Noteholder shall equal the product of
(i) the  aggregate  dollar  amount being paid by the Company to prepay less than
all of the  Notes,  and (ii) a  fraction  of which  (x) the  denominator  is the
Principal  Amount of all of the Notes  outstanding,  and (y) the numerator being
the Principal Amount of the particular Note.

            B.  Notwithstanding  anything  to the  contrary  provided  herein or
elsewhere,  in the event that prior to the Maturity Date, the Company and/or any
of its  Subsidiaries  (as defined below) sells,  leases,  transfers or otherwise
disposes (or a series of related sales, leases,  transfers and/or dispositions),
of shares of capital  stock of a  subsidiary,  property  or other  assets by the
Company or any of its  Subsidiaries,  other than  sales of its  products  and/or
services in the ordinary  course of their  business as an FBO (as defined in the
PPM) (an "ASSET  SALE"),  the Company  shall use all of the gross  proceeds from
each  Asset  Sale to repay the  Principal  Amount  and all  accrued  but  unpaid
interest  on the  Notes.  Such  payments  shall be made no later  than three (3)
Business  Days,  (as defined  below),  following  the closing date of each Asset
Sale.  If  insufficient  funds  are  available  from any  Asset  Sale to pay all
outstanding  Principal  Amount and  accrued  but unpaid  interest  on all of the
Notes,  then all gross proceeds from the Asset Sale shall be used to pre-pay the
Principal  Amount,  plus accrued but unpaid  interest on the Notes on a pro-rata
basis.  The dollar amount to be paid to each Noteholder  shall equal the product
of (i) the gross  proceeds from the Asset Sale, and (ii) a fraction of which (x)
the numerator is the Principal  Amount of such  Noteholders'  Note,  and (y) the
denominator is the aggregate Principal Amount of all then outstanding Notes.

      2. Computation of Interest.

            A. Base  Interest  Rate.  Subject to  SECTIONS  2.B and  SECTION 2.C
below,  the outstanding  Principal Amount shall bear interest at the rate of ten
(10%) percent per annum payable quarterly in arrears.

            B.  Penalty  Interest.  In the event  this Note is not repaid on the
Maturity Date, the rate of interest  applicable to the unpaid  Principal  Amount
shall be adjusted to eighteen  (18%)  percent per annum from the date of default
until repayment;  provided,  that in no event shall the interest rate exceed the
Maximum Rate provided in SECTION 2.C below.

            C. Maximum Rate. In the event that it is determined  that, under the
laws relating to usury applicable to the Company or the  indebtedness  evidenced
by this Note ("APPLICABLE USURY LAWS"), the interest charges and fees payable by
the Company in connection  herewith or in connection  with any other document or
instrument  executed and  delivered in connection  herewith  cause the effective
interest rate  applicable to the  indebtedness  evidenced by this Note to exceed
the maximum rate allowed by law (the "MAXIMUM  RATE"),  then such interest shall
be recalculated  for the period in question and any excess over the Maximum Rate
paid with respect to such period shall be credited, without further agreement or
notice, to the Principal Amount outstanding  hereunder to reduce said balance by
such  amount  with  the  same  force  and  effect  as  though  the  Company  had
specifically  designated  such extra sums to be so applied to principal  and the
Payee had agreed to accept such extra  payment(s) as a premium-free  prepayment.
All such deemed prepayments shall be applied to the principal balance payable at
maturity.  In no event shall any agreed-to or actual  exaction as  consideration
for this Note exceed the limits imposed or provided by Applicable  Usury Laws in
the  jurisdiction  in which the  Company is  resident  applicable  to the use or
detention  of  money  or  to  forbearance  in  seeking  its  collection  in  the
jurisdiction in which the Company is resident.


                                      E-3
<PAGE>

      3. Covenants of Company.

            A. Affirmative Covenants.  The Company covenants and agrees that, so
long as this Note shall be  outstanding,  it will  perform the  obligations  set
forth in this SECTION 3.A:

                  (i)  Taxes  and  Levies.   The   Company   (and  each  of  its
Subsidiaries)  will  promptly  pay and  discharge  all taxes,  assessments,  and
governmental  charges or levies  imposed upon the Company or upon its income and
profits,  or upon any of its property,  before the same shall become delinquent,
as well as all claims for labor,  materials and supplies which, if unpaid, might
become a lien or charge  upon such  properties  or any part  thereof;  provided,
however,  that the Company  shall not be required to pay and  discharge any such
tax, assessment,  charge, levy or claim so long as the validity thereof shall be
contested in good faith by  appropriate  proceedings  and the Company  shall set
aside on its books  adequate  reserves in  accordance  with  generally  accepted
accounting principles ("GAAP") with respect to any such tax, assessment, charge,
levy or claim so contested;

                  (ii)  Maintenance  of Existence.  The Company (and each of its
Subsidiaries)  will do or cause to be done all things  reasonably  necessary  to
preserve and keep in full force and effect its corporate  existence,  rights and
franchises and comply with all laws applicable to the Company,  except where the
failure to comply would not have a material adverse effect on the Company;

                  (iii)  Maintenance  of Property.  The Company (and each of its
Subsidiaries)  will at all  times  maintain,  preserve,  protect  and  keep  its
property  used or useful in the conduct of its business in good repair,  working
order and condition (normal wear and tear excluded),  and from time to time make
all needful and proper repairs, renewals,  replacements and improvements thereto
as shall be reasonably required in the conduct of its business;

                  (iv)  Insurance.  The Company  (and each of its  Subsidiaries)
will, to the extent necessary for the operation of its business, keep adequately
insured by financially  sound  reputable  insurers,  all property of a character
usually  insured by similar  corporations  and carry such other  insurance as is
usually carried by similar corporations;


                                      E-4
<PAGE>

                  (v)  Books  and   Records.   The  Company  (and  each  of  its
Subsidiaries)  will at all  times  keep  true and  correct  books,  records  and
accounts  reflecting all of its business  affairs and transactions in accordance
with GAAP.  Such books and records  shall be open at  reasonable  times and upon
reasonable  notice to the inspection by the Placement Agent (or a representative
of Payees elected by the Noteholders owning no less than the Required Amount (as
defined in SECTION 5G below); and

                  (vi) Notice of Certain  Events.  The Company  (and each of its
Subsidiaries)  will give prompt written notice (with a description in reasonable
detail) to the Payees of:

                        (a) the  occurrence of any  litigation,  arbitration  or
governmental  investigation  or proceeding  which has been instituted or, to the
knowledge of the Company, is threatened,  against the Company or to which any of
its properties,  assets or revenues is subject which,  if adversely  determined,
would  reasonably be expected to have a material  adverse  effect on the Company
and/or its Subsidiaries;

                        (b) the  occurrence of any Event of Default or any event
which, with the giving of notice or the lapse of time, would constitute an event
of  default  under any  document  or  instrument  evidencing  or  governing  any
Indebtedness  in excess of $25,000 of the Company and the delivery of any notice
effecting the acceleration of any such Indebtedness;

                        (c) any material adverse  development  which shall occur
in any  litigation,  arbitration  or  governmental  investigation  or proceeding
previously disclosed by the Company to the Payee; and

                        (d) any Asset Sale.

            B.  Negative  Covenants.  Unless  otherwise  agreed to in writing by
Noteholders  owning  no  less  than  the  Required  Amount  of  the  Notes  then
outstanding,  the Company  covenants and agrees that, so long as this Note shall
be  outstanding,  that it will comply with and perform all of the provisions and
perform all of its obligations set forth in this SECTION 3.B:

                  (i) Liquidation,  Dissolution.  The Company will not, directly
and/or  indirectly  (and will not permit any of its  Subsidiaries)  liquidate or
dissolve,  consolidate  with, or merge into or with,  any other  corporation  or
other entity,  except that any  wholly-owned  subsidiary  may merge with another
wholly-owned  subsidiary  or with the  Company  (so long as the  Company  is the
surviving corporation and no Event of Default shall occur as a result thereof);

                  (ii)  Sales  of  Assets.  Except  for  Asset  Sales  permitted
pursuant to and in  accordance  with SECTION 1.B of this Note,  the Company will
not,  directly or indirectly (nor permit any of its Subsidiaries with respect to
their assets and properties),  sell, transfer, lease or otherwise dispose of, or
grant  options,  warrants or other rights with respect to, all or a  substantial
part of its properties or assets to any person or entity;


                                      E-5
<PAGE>

                  (iii)  Redemptions.   Except  for  the  Series  A  Convertible
Preferred Stock of the Company (the "A SHARES"),  and the Investor  Warrants (as
defined  in the  PPM),  and then only  pursuant  to and in  accordance  with the
express terms set forth in the (i) Certificate of Designations for the A Shares,
and (ii)  Investor  Warrants,  respectively,  the Company will not,  directly or
indirectly  (nor  permit  any of its  Subsidiaries),  redeem or  repurchase  any
outstanding equity and/or debt securities of the Company (or its Subsidiaries);

                  (iv) Indebtedness. The Company will hereafter not, directly or
indirectly,  create, guarantee,  incur, assume, suffer to exist and/or otherwise
become unable directly and/or  indirectly,  contingently or otherwise (or permit
any of its Subsidiaries to do the same), any  Indebtedness  except  Indebtedness
(i)  represented  by  the  Notes,  (ii)  that  (a)  by its  terms  is  expressly
subordinated  in all  respects  (including,  but not  limited  to,  payments  of
Principal  Amount and accrued but unpaid  interest on the Notes),  and (b) after
giving effect to the incurrence of such expressly subordinated Indebtedness, the
Company has a Consolidated EBITDA Debt Service Coverage Ratio (as defined below)
of 2.5X and  (iii)  Indebtedness  incurred  to  finance  the  purchase  price of
acquisitions of FBOs (as defined in the PPM) (the "PERMITTED FBO ACQUISITIONS"),
after  the  date  thereof;  provided,  however,  that the  Indebtedness  for the
Permitted FBO Acquisition shall be approved by the Company's Board of Directors,
shall be incurred and any Lien (as defined and  described  below)  securing such
Indebtedness  shall be created no later than the closing of such  Permitted  FBO
Acquisition  and such  Indebtedness  shall not be secured by a Lien on any other
assets.

      "CONSOLIDATED  EBITDA DEBT SERVICE COVERAGE RATIO" shall mean the ratio of
(a) the  aggregate  amount of  consolidated  earnings  before  interest  expense
(including inputted interest expense with respect to capitalized leases), income
tax,  depreciation,  amortization and extraordinary  items, to (b) the aggregate
amount of consolidated  interest expense  (including  inputted  interest expense
with respect of any capitalized leases) and amortization.

      "CAPITAL LEASE  OBLIGATIONS" of any Person shall mean any obligation which
is required to be classified and accounted for as a capital lease on the face of
a balance sheet of such Person  prepared in accordance  with generally  accepted
accounting  principles  ("GAAP");  the  amount of such  obligation  shall be the
capitalized  amount thereof,  determined in accordance with GAAP, and the stated
maturity  thereof  shall be the date of the last  payment  of rent or any  other
amount due under such lease.

      "INDEBTEDNESS"  of any Person  shall mean,  without  duplication,  whether
contingent or otherwise and/or directly and/or  indirectly,  (a) all obligations
of such Person for borrowed money,  (b) all obligations of such Person evidenced
by bonds, debentures,  notes or other similar instruments, (c) all Capital Lease
Obligations of such Person, (d) all obligations of such Person issued or assumed
as the deferred purchase price of property, all conditional sale obligations and
all  obligations  under any  title  retention  agreement  (but  excluding  trade
accounts  payable  arising  in  the  ordinary  course  of  business),   (e)  all
obligations of such Person issued or contracted for as payment in  consideration
of the purchase by such Person of the stock or  substantially  all of the assets
of other Persons or a merger or  consolidation to which such Person was a party;
(f)  obligations  of such  Person for the  reimbursement  of any  obligor on any
letter of credit,  banker's  acceptance or similar credit  transaction,  (g) all
obligations  of the type  referred  to in clauses (a) through (f) above of other
Persons and all dividends of other  Persons for the payment of which,  in either
case,  such Person is responsible or liable as obligor,  guarantor or otherwise,
or (h) all  obligations  of the type  referred  to in clauses (a) through (f) of
other Persons  secured by any Lien (as herein  defined) on any property or asset
of such Persons (whether or not such obligation is assumed by such Person),  the
amount of such  obligation  being  deemed to be the  lesser of the value of such
property or assets or the amount of the obligation so secured.


                                      E-6
<PAGE>

      "PERSON" shall mean 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.

      "SUBSIDIARY"  shall mean any Person at least a majority of the outstanding
voting  securities  or other  voting  interests of which is at the time owned or
controlled  directly or indirectly by the Company or one or more Subsidiaries or
by the Company and one or more Subsidiaries.

                  (v)  Negative  Pledge.  Other than with respect to the Notes ,
the  Company  will  not,   directly  or  indirectly  (nor  will  it  permit  its
Subsidiaries  to),  hereafter  create,  incur,  assume  or  suffer  to exist any
mortgage, pledge,  hypothecation,  assignment,  security interest,  encumbrance,
lien (statutory or other),  preference,  priority or other security agreement or
preferential  arrangement  of any  kind  or  nature  whatsoever  (including  any
conditional  sale or other title  retention  agreement and any financing  lease)
(each,  a "LIEN") upon any of its or its  Subsidiaries,  current  and/or  future
property, revenues or assets, whether now owned or hereafter acquired, except:

                        (a) Liens  granted to secure  Indebtedness  incurred  to
finance Permitted FBO Acquisitions;

                        (b) 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 GAAP shall have been set aside on its
books;

                        (c)   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 in accordance with GAAP shall have been set aside on its
books;

                        (d) 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; and


                                      E-7
<PAGE>

                        (e) judgment  Liens in existence less than 30 days after
the entry thereof or with respect to which execution has been stayed.

                  (vi)  Dividends.  Other than with respect to the A Shares (and
then only as and to the extent expressly permitted in the Company's  Certificate
of Designations for the A Shares) and other than a dividend/distribution  from a
Subsidiary  to  the  Company,  the  Company  will  not  (nor  permit  any of its
Subsidiaries  to)  declare or pay any cash  dividends  or  distributions  on its
outstanding capital stock, and only to the extent and on the terms authorized by
the Board of Directors of the Company.

      4. Events of Default.

            A. The term  "EVENT OF  DEFAULT"  shall  mean any of the  events set
forth in this SECTION 4.A:

                  (i) Non-Payment of  Obligations.  The Company shall default in
the payment of the Principal  Amount and/or  accrued but unpaid  interest on the
Notes as and when the same shall become due and payable, whether by acceleration
or otherwise.

                  (ii)  Non-Performance  of Affirmative  Covenants.  The Company
shall either  materially  default in the due  observance or  performance  of any
covenant set forth in SECTION 3.A, which default shall continue uncured for five
(5) Business Days. For purposes hereof,  "BUSINESS DAY" shall mean any day other
than  Saturday,  Sunday  or any  day on  which  state  chartered  banks  are not
obligated  to open in  Scottsdale,  Arizona  or such  other  place in the United
States in which the Company's headquarters' office may then be located.

                  (iii) Non-Performance of Negative Covenants. The Company shall
default  in the due  observance  or  performance  of any  covenant  set forth in
SECTION 3.B.

                  (iv) Bankruptcy,  Insolvency,  Etc. The Company (or any of its
Subsidiaries) shall:

                        (a) in any legal document admit in writing its inability
to pay its debts as they become due;

                        (b)  apply  for,   consent  to,  or  acquiesce  in,  the
appointment  of a trustee,  receiver,  sequestrator  or other  custodian for the
Company or any of its property,  or make a general assignment for the benefit of
creditors;

                        (c) in the  absence  of  such  application,  consent  or
acquiesce in, permit or suffer to exist the appointment of a trustee,  receiver,
sequestrator or other custodian for the Company or for any part of its property;


                                      E-8
<PAGE>

                        (d)  permit or suffer to exist the  commencement  of any
bankruptcy,  reorganization,  debt arrangement or other case or proceeding under
any bankruptcy or insolvency law, or any dissolution,  winding up or liquidation
proceeding,  in respect of the Company,  and, if such case or  proceeding is not
commenced  by the  Company  or  converted  to a  voluntary  case,  such  case or
proceeding shall be consented to or acquiesced in by the Company or shall result
in the entry of an order for relief; or

                        (e) take any corporate or other action  authorizing,  or
in furtherance of, any of the foregoing.

                  (v)  Cross-Default.  The Company (or any of its  Subsidiaries)
shall fail to make any payment  when due of any amount  payable  under any other
obligation  of the Company (or any of its  Subsidiaries)  for money  borrowed in
excess of $50,000.

                  (vi) Cross-Acceleration.  Any senior indebtedness or any other
Indebtedness  of  the  Company  (or  any of its  Subsidiaries)  in an  aggregate
principal  amount of $50,000 or more,  whether such  Indebtedness  now exists or
shall  hereafter  be created,  is declared  due and payable  prior to its stated
maturity.

                  (vii)  Other  Breaches,  Defaults.  The Company (or any of its
Subsidiaries)  shall materially default and/or be in material breach of any term
and/or provision in the Investor  Warrants,  the Certificate of Designations for
the A Preferred, or the Security Documents; and

                  (viii)   Judgments.   A  judgment   which,   with  other  such
outstanding judgments against the Company (and/or Subsidiaries) (in each case to
the extent not covered by insurance),  exceeds an aggregate of $50,000, shall be
rendered  against the Company or any Subsidiary  and, within 30 days after entry
thereof,  such  judgment  shall not have been  vacated,  discharged or otherwise
satisfied or execution  thereof stayed pending appeal,  or, within 30 days after
the expiration of any such stay, such judgment shall not have been discharged or
otherwise satisfied.

            B.  Action if  Bankruptcy.  If any  Event of  Default  described  in
clauses  (iv)(a)  through  (e) of  SECTION  4.A  shall  occur,  the  outstanding
Principal  Amount  of  this  Note  and all  other  obligations  hereunder  shall
automatically  be and become  immediately  due and  payable,  without  notice or
demand.

            C. Action if Other Event of Default.  If any Event of Default (other
than any Event of Default  described in clauses  (iv)(a)  through (e) of SECTION
4.A) shall  occur for any  reason,  whether  voluntary  or  involuntary,  and be
continuing,  the Required  Holders (as defined in SECTION 5.G hereof) may,  upon
notice to the Company,  declare all or any portion of the outstanding  Principal
Amount of the Notes together with interest accrued thereon to be due and payable
and any or all other obligations hereunder to be due and payable,  whereupon the
full unpaid Principal Amount (or any portion thereof so demanded),  such accrued
interest and any and all other such  obligations  which shall be so declared due
and payable shall be and become  immediately  due and payable,  without  further
notice, demand, or presentment.


                                      E-9
<PAGE>

      5. Miscellaneous.

            A. Parties in Interest.  All covenants,  agreements and undertakings
in this Note  binding  upon the Company or the Payee shall bind and inure to the
benefit of its  successors  and permitted  assigns of the Company and the Payee,
respectively, whether so express or not.

            B.  Governing  Law.  This Note shall be governed by and construed in
accordance  with  the  laws of the  State  of New  York  without  regard  to the
conflicts of laws principles  thereof.  The parties hereto hereby agree that any
suit or proceeding arising directly and/or indirectly  pursuant to or under this
instrument or the consummation of the transactions contemplated hereby, 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 agrees  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 in
an amount judicially determined.

            C. Waiver of Jury Trial. THE PAYEE AND THE COMPANY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY  WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY  LITIGATION  BASED  HEREON,  OR ARISING OUT OF,  UNDER,  OR IN
CONNECTION  WITH THIS NOTE OR ANY OTHER  DOCUMENT  OR  INSTRUMENT  EXECUTED  AND
DELIVERED IN  CONNECTION  HEREWITH OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,
STATEMENTS  (WHETHER  VERBAL OR WRITTEN) OR ACTIONS OF THE PAYEE OR THE COMPANY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE'S PURCHASING THIS NOTE.

            D. Notice of Certain Transactions. In case at any time:

                  (i) The Company  shall  declare any  dividend  upon,  or other
distribution in respect of, its Common Stock; or

                  (ii)  There  shall  be  any  Asset  Sale  or a  Permitted  FBO
Acquisition; or

                  (iii)   There   shall  be  any   capital   reorganization   or
reclassification  of the  capital  stock  of the  Company,  or a sale  of all or
substantially all of the assets of the Company,  or a consolidation or merger of
the Company with another  corporation  (other than a merger with a Subsidiary in
which merger the Company is the continuing corporation and which does not result
in any reclassification); or


                                      E-10
<PAGE>

                  (iv) There shall be a voluntary  or  involuntary  dissolution;
liquidation or winding-up of the Company.

then, in any one or more of said cases,  the Company shall cause to be mailed to
the Payees at the earliest practicable time (and, in any event not less than ten
(10) days  before any  record  date or other  date set for  definitive  action),
written  notice of the date on which the books of the  Company  shall close or a
record shall be taken for such dividend,  distribution or subscription rights or
such   reorganization,   reclassification,   sale,   consolidation,   merger  or
dissolution,  liquidation, or winding-up or other event shall take place, as the
case may be.  Such notice  shall also set forth such facts as shall  indicate in
detail  the  proposed  event of the effect of such  action  (to the extent  such
effect may be known at the date of such notice).

            E. Nothing herein shall be construed as the consent of the holder of
this Note to any action  otherwise  prohibited by the terms of this Note or as a
waiver of any such prohibition.

            F.  Compliance  Certificate.   The  Company  shall  deliver  to  the
Placement  Agent (or its  designee),  within  thirty  (30) days and one  hundred
twenty  (120) days after the end of each  fiscal  quarter and fiscal year of the
Company,  respectively,  an  executed  Officers'  Certificate,   signed  by  the
President (or the CEO) and the Chief Financial  Officer of the Company,  stating
whether  or not the  signers  know of any event  which  is,  or after  notice or
passage  of time or both,  would be, an Event of  Default  (a  "DEFAULT"),  that
occurred  during such period.  If they or either  does,  the  certificate  shall
describe in detail the Default and its status.

            G. Amendments and Waivers.

                  The  provisions of the Notes may from time to time be amended,
modified or waived, if such amendment,  modification or waiver is in writing and
consented  to by the  Company  and the  holders  of not less  than  50.1% of the
Principal  Amount of the  Notes  (the  "REQUIRED  HOLDERS"),  then  outstanding;
provided, however, that no such amendment, modification or waiver which would:

                  (a)  modify  this  SECTION  6.G,   change  the  definition  of
"REQUIRED HOLDERS" or extend the Maturity Date for more than 60 days, or

                  (b) reduce the Principal  Amount payable under any Note, shall
be made without the consent of the holder of each Note so affected.

                  (ii)  No  failure  or  delay  on  the  part  of the  Payee  in
exercising any power or right under this Note shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power or right preclude any
other or further  exercise  thereof or the exercise of any other power or right.
No notice to or demand on the Company in any case shall entitle it to any notice
or demand in similar or other circumstances.  No waiver or approval by the Payee
shall,  except  as may be  otherwise  stated  in such  waiver  or  approval,  be
applicable to subsequent  transactions.  No waiver or approval  hereunder  shall
require any similar or  dissimilar  waiver or approval  thereafter to be granted
hereunder.


                                      E-11
<PAGE>

                  (iii)  To the  extent  that the  Company  makes a  payment  or
payments to the Payee,  and such  payment or  payments  or any part  thereof are
subsequently for any reason invalidated,  set aside and/or required to be repaid
to a trustee,  receiver or any other party under any  bankruptcy  law,  state or
federal law, common law or equitable cause, then to the extent of such recovery,
the  obligation or part thereof  originally  intended to be  satisfied,  and all
rights and remedies  therefor,  shall be revived and continued in full force and
effect as if such  payment had not been made or such  enforcement  or setoff had
not occurred.

                  (iv) After any  waiver,  amendment  or  supplement  under this
Section becomes effective,  the Company shall mail to the holders of the Notes a
copy thereof.

      IN WITNESS WHEREOF,  this Note has been executed and delivered on the date
specified above by the duly authorized representative of the Company.

                                                   FBO AIR, INC.


                                                   By:
                                                      -------------------------
                                                      Name:
                                                      Title:


                                      E-12