Exhibit 10.5

                              EMPLOYMENT AGREEMENT

      This  EMPLOYMENT  AGREEMENT  (the  "Agreement"),  dated as of ,  2005,  is
entered  into  between  FBO Air,  Inc.(the  "Company"),  and Robert J.  Ettinger
("Executive").

                                    RECITALS

      WHEREAS, the Company wishes to employ Executive and Executive wishes to be
employed by the Company, on the terms and conditions set forth below.

      THEREFORE, the parties agree as follows:

      1. EMPLOYMENT  DUTIES.  During the Term (as defined in paragraph 2 below),
the Company will employ Executive as the Chief Operating  Officer of the Company
and the President of the Company's Big Bird Division (the "Division"). Executive
will also serve as the  Vice-Chairman  of the  Company.  Executive  will  devote
substantially  all of his business time and attention to the  performance of his
duties  under  this  Agreement.  Executive  shall  have the  duties,  rights and
responsibilities  normally  associated  with  his  position  with  the  Company,
together  with such other  reasonable  duties  relating to the  operation of the
business of the Company and its  affiliates  as may be assigned to him from time
to time by the  President  or Chief  Executive  Officer of the Company or by the
Board of Directors.  If the Company shall so request,  Executive shall act as an
officer and/or  director of any of the  subsidiaries  of the Company as they may
now  exist or may be  established  by the  Company  in the  future  without  any
compensation  other than that  provided  for in paragraph  3.  Executive  hereby
agrees to  promote  and  develop  all  business  opportunities  that come to his
attention relating to the current or anticipated future business of the Company,
in a manner consistent with the best interest of the Company and with his duties
under this Agreement.  As used herein, the term "business opportunity" shall not
include business  opportunities  involving investment in publicly traded stocks,
bonds or other securities, or other investment of a personal nature.

      2. TERM.  The term of  Executive's  employment  under this  Agreement (the
"Term") will begin on the date of this Agreement and will  continue,  subject to
the  termination  provisions  set forth in  paragraph  5 below,  until the third
anniversary of the date hereof;  provided that this Agreement will automatically
renew for additional  one-year  periods unless either party gives written notice
to the other not to extend the Term not less than 90 days prior to the then next
upcoming expiration date.

      3. SALARY AND BONUS.

      a. Salary.  During each year of the Term,  Executive will receive a salary
at the annual rate of $150,000  (the "Base  Salary").  The Base Salary  shall be
payable in equal monthly installments. The Board of Directors of the Company may
increase such salary at any time and from time to time.

      b. Bonus. In addition to Base Salary, the Executive shall be guaranteed an
annual  incentive  bonus  payment of $100,000  which  amount shall be payable in
equal monthly installments upon execution of this agreement.  In addition to the
annual incentive bonus, the Executive shall be entitled to an annual performance
bonus payable within 120 days after the end of each year ended December 31 in an
amount  which  shall  be  determined  in the  sole  discretion  of the  Board of
Directors  taking into account such factors  concerning  the  performance of the
Company and Executive and  Executive's  overall  compensation  level as shall be
determined by the Board of Directors. The primary criteria for the amount of the
performance bonus will be the operating  results of the Division.  The amount of
the performance bonus shall be determined in the sole discretion of the Board of
Directors and Executive  shall not be entitled to any  performance  bonus unless
and until such performance bonus is approved by the Board of Directors.


                                     E-140
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                                                                    Exhibit 10.5


      4. FRINGE BENEFITS. In addition to the other compensation payable pursuant
to this Agreement, during the Term:

      a. Standard  Benefits.  Executive  will be entitled to receive such fringe
benefits and perquisites, including medical and life insurance, as are generally
made available from time to time to senior  management  employees and Executives
of the Company and to participate in any pension,  profit-sharing,  stock option
or similar plan or program  established from time to time by the Company for the
benefit of its senior management  employees.  Without limiting the generality of
the foregoing, Company agrees to (i) pay premium expenses on behalf of Executive
and family for medical,  dental and vision insurance  coverage;  (ii) provide an
automobile,  insurance, maintenance and fuel to the Executive; (iii) provide and
pay for term life  insurance  insuring the life of Executive  during the term of
this  agreement  in the  amount of One  Million  Dollars  ($1,000,000.00),  with
one-half  (1/2)  of  the  proceeds  thereof  directed  to  such  beneficiary  or
beneficiaries  as Executive may from time to time appoint and one-half (1/2) the
proceeds  thereof  directed  to the  Company;  and  (iv)  arrange  and pay for a
complete executive physical examination every two years, provided, however, that
the results of the physical  examination  shall be made known to Company as well
as to Executive.

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

      c. Business Expenses.  The Company will pay or reimburse Executive for all
business-related expenses incurred by Executive in the course of his performance
of duties under this  Agreement,  subject to the  procedures  established by the
Company  from  time  to  time  with  respect  to   incurrence,   substantiation,
reasonableness and approval.

      d. Stock  Options.  Executive  shall be  entitled  to receive an Option to
purchase shares of the Company's stock as follows:

                            250,000 shares April 1, 2005
                            250,000 shares April 1, 2006
                            250,000 shares April 1, 2007

      The per share price will be the listed  price as of each  respective  date
and will vest at the time of the issuance. The executive will have five years to
acquire the stock from the date of issuance. So long as it may be done lawfully,
the manner of  acquisition  of stock shall be structured as to minimize  adverse
tax consequences to the Executive.


                                     E-141
<PAGE>
                                                                    Exhibit 10.5


            Additional options may be granted by the Board of Directors at their
discretion.

      5. TERMINATION OF EMPLOYMENT.

      a. Death and Disability.  Executive's employment under this Agreement will
terminate  immediately  upon his death and upon 30 days'  prior  written  notice
given by the Company in the event  Executive is  determined  to be  "permanently
disabled" (as defined below).

      b. For Cause. The Company may terminate Executive's  employment under this
Agreement  for "Cause" (as defined  below),  upon  providing  Executive 30 days'
prior written  notice of  termination,  which notice will describe in detail the
basis  of such  termination  and will  become  effective  on the 30th day  after
Executive's  receipt  thereof unless  Executive  cures the alleged  violation or
other  circumstance  which was the basis of such termination  within such 30-day
notice period;  provided,  that the termination for "Cause" under  subparagraphs
5(f)(ii)(B)-(F)  thereof shall be effective  immediately  upon the giving of the
notice of termination.

      c. For Good Reason.  Executive  may terminate  his  employment  under this
Agreement  for "Good  Reason" (as defined  below) upon  providing the Company 30
days' prior written notice of termination, which notice will detail the basis of
such  termination and will become  effective on the 30th day after the Company's
receipt  thereof,  unless  the  Company  cures the  alleged  violation  or other
circumstance  which was the basis of such termination  within such 30-day notice
period.

      d. Without Cause. The Company may terminate  Executive's  employment under
this Agreement  without "Cause" at any time upon ten (10) days written notice to
the Executive.

      e.  Change of  Control.  Notwithstanding  anything  to the  contrary,  the
Company or Executive may terminate  this Agreement upon ten (10) days' notice to
the either party upon the occurrence of a change of control.

      f. Definitions. For purposes of this Agreement:

            (i) Executive  will be deemed  "permanently  disabled" if he becomes
unable to discharge his normal duties as  contemplated  under this Agreement for
at least  eight  aggregate  weeks  during any  four-month  period as a result of
incapacity  due to mental or  physical  illness  as  determined  by a  physician
acceptable  to  Executive  and  the  Company  and  paid  by the  Company,  whose
determination will be final and binding. If Executive and the Company are unable
to  agree on a  physician,  Executive  and the  Company  will  each  choose  one
physician who will mutually choose the third physician, whose determination will
be final and binding.

            (ii) "Cause"  means either (A) a breach by Executive of any material
provisions of this Agreement, but only if, after notice provided in subparagraph
(b) above,  Executive  fails to cure such  breach;  (B)  conviction  of a felony
offense,  whether or not such offense was committed in connection with Company's
business; (C) theft, embezzlement,  false entries on records,  misapplication of
funds or property,  misappropriation of any asset, or any actual or constructive
fraud; (D) gross neglect of duty and/or  willfully  engaging in gross misconduct
materially  and  demonstrably  injurious  to  Company;  (E) at any  time  during
employment  at  the  Company,   imparting  confidential   information,   whether
proprietary  or  non-proprietary,  to any person  other  than (i) an  authorized
employee  of the  Company;  or (ii) as  required  by law,  or (iii) as part of a
privileged  communication to an attorney;  or (F) receiving,  during the term of
this Agreement, compensation, income, anything of value, or a future interest in
or future  entitlement  to  compensation,  income or a thing of value,  from any
person or entity who or which is engaged in the same or  substantially  the same
business as the Company in the same  product,  service or  geographical  market,
except  stock  dividends  and/or  capital  gains  from  passive  investments  in
financial  institutions by Executive made in the ordinary course of business and
as part of Executive's investment portfolio.


                                     E-142
<PAGE>
                                                                    Exhibit 10.5


            (iii)  "Good  Reason"  means a breach by the  Company  of any of its
material  obligations under this Agreement,  but only if after expiration of the
30-day notice period  provided in subparagraph  (c) above,  the Company fails to
cure such breach.

            (iv) "Change of Control" means the occurrence of:

                  (a) the sale by the Company of substantially all of its assets
to a single purchaser or to a group of associated purchasers; or

                  (b)  the  merger  or   consolidation   of  the  Company  in  a
transaction  in which the  shareholders  of the Company  receive less than fifty
percent  (50%)  of  the  outstanding  voting  shares  of the  new or  continuing
corporation;

                  (c)  the  sale,  exchange,   or  other  disposition,   in  one
transaction,  of at least  two-thirds  (2/3) of the  outstanding  shares  of the
Company.


                                     E-143
<PAGE>
                                                                    Exhibit 10.5


      6. BENEFITS UPON TERMINATION.

      a. Termination with Cause or Resignation.  Upon termination of Executive's
employment  by the  Company for Cause or a voluntary  resignation  by  Executive
(other than for Good Reason  pursuant to paragraph  5(c) above) during the Term,
the Company will remain  obligated to pay Executive  only the unpaid  portion of
his Base Salary and benefits to the extent accrued through the effective date of
termination.  Any amount due under this  subparagraph  will be payable within 30
days after the date of  termination.  In addition to  whatever  other  rights or
remedies  the Company may have at law or in equity,  all stock  options  held by
Executive,  whether  vested or  unvested  as of the date of  termination,  shall
immediately  expire  on the date of  termination  and all  unvested  stock-based
grants shall immediately expire and all unpaid bonuses shall be forfeited.

      b.  Termination  without  Cause or for Good Reason.  Upon  termination  of
Executive's  employment (x) by the Company without Cause or (y) by Executive for
Good Reason,  Executive will be entitled to the benefits provided below, subject
to signing by Executive of a general release of claims in a form satisfactory to
the Company:

            (i) In such event, the Executive shall be paid his Base Salary up to
the date of termination,  and in addition,  there shall be paid to the Executive
on the  date of  termination  a  severance  allowance  equal to one  times  then
applicable Base Salary (less all amounts required to be withheld and deducted).

            (ii) Further,  Company  acknowledges  that any  incentive  Bonus due
Executive  shall be paid on a pro-rated  basis;  that any issued but  non-vested
Options shall be terminated; and that benefits under Section 4(a) shall continue
for a period of six (6) months from the end of the month of termination.

      c.  Termination  Upon Death or Permanent  Disability.  Upon termination of
Executive's employment upon Executive's death or permanent disability, Executive
or Executive's estate will be entitled to the benefits provided below:

            (i) Base Salary up to the date of death or termination; and

            (ii) Any incentive  Bonus due Executive shall be paid on a pro-rated
basis; that any issued but non-vested Options shall be terminated.

      d.  Termination  upon Change of Control.  Upon  termination of Executive's
employment  upon a Change of  Control  (x) by the  Company  or (y) by  Executive
within one (1) year after such Change of Control without Good Reason,  Executive
will be entitled to the benefits provided below, subject to signing by Executive
of a general release of claims in a form satisfactory to the Company:

            (i) Executive  shall be considered  immediately  and fully vested in
any issued but non-vested Options;

            (ii)  Executive  shall  be paid his  Base  Salary  up to the date of
termination,  and in addition,  there shall be paid to the Executive on the date
of termination a severance  allowance  equal to one times then  applicable  Base
Salary (less all amounts  required to be withheld and  deducted);  and an amount
equal to the incentive bonus paid to the Executive in the immediately  preceding
year.


                                     E-144
<PAGE>
                                                                    Exhibit 10.5


            (iii) Executive shall continue to be covered by all non-cash benefit
plans of Company except for the retirement plans or retirement programs in which
Executive  participates or any successor plans or programs in effect on the date
of  such  acquisition  of  control,  for six (6)  months  thereafter;  provided,
however,  that if during  such  time  period  Executive  should  enter  into the
employment  of a  competitor  of Company,  his  participation  in such  non-cash
benefit plans would cease. In the event Executive is ineligible  under the terms
of such plans to continue to be so covered,  Company shall provide substantially
equivalent coverage through other sources.

      e. No Mitigation. Executive will not be required to mitigate the amount of
any payment  provided for in this  paragraph 6 by seeking  other  employment  or
otherwise,  nor will the amount of any payment or benefit  provided  for in this
paragraph  6 be  reduced  by any  compensation  earned  by him as the  result of
employment  by another  employer  or by  retirement  benefits  after the date of
termination, or otherwise.

      f. Expiration of this  Agreement.  In the event the Term of this Agreement
expires  without  having  otherwise  been  previously   terminated  pursuant  to
paragraph  5 above  or by the  Company  without  Cause,  Executive  will  not be
entitled to any severance compensation whatsoever under this paragraph 6.

      7. NO SOLICITATION; CONFIDENTIALITY; COMPETITION; COOPERATION

      a. During the Restricted Period (defined below), neither Executive nor any
Executive-Controlled  Person  (defined  below) will,  without the prior  written
consent of the Board,  directly or indirectly solicit for employment,  employ in
any capacity or make an unsolicited  recommendation  to any other person that it
employ or solicit  for  employment  any person who is or was, at any time during
the Restricted  Period,  an officer,  executive or employee of the Company or of
any of its affiliates. As used in this Agreement, the term "Executive-Controlled
Person"  shall mean any company,  partnership,  firm or other entity as to which
Executive  possesses,  directly or indirectly,  the power to direct or cause the
direction of the  management  and policies of such entity,  whether  through the
ownership of voting securities, by contract or otherwise.

      b. Executive  acknowledges  that,  through his status as an officer of the
Company,  he  has,  and  will  have,   possession  of  important,   confidential
information  and knowledge as to the business of the Company and its affiliates,
including,  but not limited to, knowledge of marketing and operating strategies,
acquisition,  leasing and other  agreements,  financial results and projections,
future plans,  the provisions of other important  contracts  entered into by the
Company and its  affiliates,  possible  acquisitions  and  similar  information.
Executive  agrees that all such  knowledge and  information  constitutes a vital
part of the  business  of the Company  and its  affiliates  and is by its nature
trade secrets and  confidential  information  proprietary to the Company and its
affiliates (collectively,  "Confidential Information"). Executive agrees that he
shall not, so long as the Company  remains in existence,  divulge,  communicate,
furnish or make accessible  (whether orally or in writing or in books,  articles
or any other medium) to any individual,  firm,  partnership or corporation,  any
knowledge or information  with respect to Confidential  Information  directly or
indirectly  useful in any aspect of the  business  of the  Company or any of its
affiliates.


                                     E-145
<PAGE>
                                                                    Exhibit 10.5


      c. All memoranda,  notes, notebooks, lists, records and other documents or
papers  (and all  copies  thereof),  including  such  items  stored in  computer
memories,  portable computers and the like, on microfiche,  disk or by any other
means,  made or compiled by or on behalf of Executive  or made  available to him
relating  to the Company are and shall be the  Company's  property  and shall be
delivered to the Company promptly upon the termination of Executive's employment
with the Company or at any other time on request and such  information  shall be
held  confidential by Executive after the termination of his employment with the
Company.

      d.  During  the   Non-Competition   Period,   neither  Executive  nor  any
Executive-Controlled   Person  will  (i)  render  any   services,   directly  or
indirectly, as an employee, officer, consultant or in any other capacity, to any
individual,   firm,   corporation  or   partnership   engaged  in  any  business
substantially  providing  services  similar  to  those  of  the  Company  in the
Restricted Area,  (such activities being herein called the "Company  Business");
provided,  that  the  Executive  shall  not be  prohibited  from  engaging  in a
competitive  business  solely with the  customers set forth on Exhibit A hereto.
During  the  Non-Competition  Period,  Executive  shall not,  without  the prior
written consent of the Company, hold an equity interest in any firm, partnership
or corporation  which  competes with Company  Business,  except that  beneficial
ownership  by Executive  (including  ownership by any one or more members of his
immediate  family and any entity  under his direct or indirect  control) of less
than  five (5%)  percent  of the  outstanding  shares  of  capital  stock of any
corporation which may be engaged in any of the same lines of business as Company
Business,  if such stock is listed on a national securities exchange or publicly
traded in the  over-the-counter  market,  shall not  constitute  a breach of the
covenants  contained in this paragraph 7");  provided,  that the Executive shall
not be  prohibited  from  engaging  in a  competitive  business  solely with the
customers set forth on Exhibit A hereto.

      e. (i) As used in this Agreement,  "Restricted Period" shall mean the term
of employment and six (6) months following Executive's termination of employment
for any reason.

            (ii) As used in this Agreement,  "Non-Competition Period" shall mean
the term of employment and six (6) months following  Executive's  termination of
employment,  unless the  termination is (A) by the Company  without Cause (other
than at the expiration of the Term), or (B) by the Executive for Good Reason.

            (iii) As used in this  Agreement  "Restricted  Area"  shall mean any
county in any of the States of the United States in which Company's  business is
being conducted at the time of termination.

      f.  Following  Executive's  termination  of  employment,   Executive  will
cooperate  with the  Company,  its  executives,  counsel and other  professional
advisors (i) to the extent reasonably  possible with respect to the consummation
of matters  that were in  progress  at the time of  Executive's  termination  of
employment and (ii) with respect to any litigation or regulatory matters arising
out of or related to the  business,  operations,  or  personnel  of the  Company
(including  participation in depositions,  hearings and trials, as and if deemed
necessary or appropriate by the Company, execution of appropriate affidavits and
participation in interviews with Company counsel).  The Company shall compensate
Executive on a reasonable basis for any services provided by Executive  pursuant
to this paragraph 7(f).


                                     E-146
<PAGE>
                                                                    Exhibit 10.5


      g. The  provisions  contained in this  paragraph 7 as to the time periods,
scope of activities,  persons or entities affected,  and territories  restricted
shall be deemed divisible so that, if any provision  contained in this paragraph
7 is determined to be invalid or unenforceable,  such provisions shall be deemed
modified  so as to  be  valid  and  enforceable  to  the  full  extent  lawfully
permitted.

      h. Executive agrees that the provisions of this paragraph 7 are reasonable
and  necessary  for the  protection  of the  Company  and  that  they may not be
adequately  enforced by an action for damages and that, in the event of a breach
thereof by Executive or any  Executive-Controlled  Person,  the Company shall be
entitled  to apply for and obtain  injunctive  relief in any court of  competent
jurisdiction  to restrain the breach or threatened  breach of such  violation or
otherwise  to enforce  specifically  such  provisions  against  such  violation,
without  the  necessity  of the  posting of any bond by the  Company.  Executive
further covenants and agrees that if he shall violate any of his covenants under
this  paragraph  7, the Company  shall not be  obligated to make any payments or
provide any benefits  provided in paragraph 6 and the Company  shall be entitled
to recover any amounts  previously  paid  pursuant to paragraph 6. Such a remedy
shall,  however,  not be  exclusive  and shall be in addition to any  injunctive
relief or other  legal or  equitable  remedy to which the  Company  is or may be
entitled. Accordingly,  Executive agrees that he shall reimburse the Company for
any  reasonable  attorneys'  fees and expenses  that the Company  might incur in
enforcing  this  paragraph 7 if it is judicially  determined  that Executive has
breached this paragraph 7.

      8.  INDEMNIFICATION.  To the full  extent  permitted  by  applicable  law,
Executive  shall be indemnified and held harmless by the Company against any and
all  judgments,   penalties,  fines,  amounts  paid  in  settlement,  and  other
reasonable expenses (including,  without limitation,  reasonable attorneys' fees
and  disbursements)  actually  incurred  by  Executive  in  connection  with any
threatened,  pending or completed  action,  suit or proceeding  (whether  civil,
criminal, administrative,  investigative or other) for any action or omission in
his capacity as a director, officer or employee of the Company.  Indemnification
under this paragraph 8 shall be in addition to, and not in substitution  of, any
other indemnification by the Company of its officers and directors.

      9. MISCELLANEOUS.

      a.  Executive  represents  and  warrants  that  he is not a  party  to any
agreement,  contract or understanding,  whether  employment or otherwise,  which
would  restrict or prohibit him from  undertaking  or  performing  employment in
accordance with the terms and conditions of this Agreement.

      b. The  provisions of this  Agreement are severable and if any one or more
provisions may be determined to be illegal or otherwise unenforceable,  in whole
or in part, the remaining provisions and any partially  unenforceable  provision
to  the  extent   enforceable  in  any  jurisdiction  will  remain  binding  and
enforceable.


                                     E-147
<PAGE>
                                                                    Exhibit 10.5


      c. The rights and obligations of the Company under this Agreement inure to
the  benefit of, and will be binding  on, the  Company  and its  successors  and
assigns,  and the rights and  obligations  (other  than  obligations  to perform
services) of Executive  under this  Agreement  will inure to the benefit of, and
will be binding upon,  Executive  and his heirs,  personal  representatives  and
permitted assigns;  provided,  however,  that Executive shall not be entitled to
assign or  delegate  any of his rights  and  obligations  under  this  Agreement
without the prior written consent of the Company.

      d.  Any  notice  to be  given  under  this  Agreement  will be  personally
delivered in writing or will have been deemed duly given when received  after it
is posted in the United States mail,  postage prepaid,  registered or certified,
return receipt requested, or sent by overnight courier service addressed to each
of the parties  hereto at such address or addresses as each party shall  provide
from time to time in writing to the other. Initially such notices shall be sent,

            If to Executive:  Robert J. Ettinger, 17 Partridge Drive Blairstown,
            New Jersey 07825

            If to Company:  FBO Air, Inc.,  c/o Ron  Ricciardi,  9087 E. Charter
            Oak, Scottsdale, AZ 85260.

      e. The failure of either party to enforce any  provision or  provisions of
this  Agreement  will  not in any  way be  construed  as a  waiver  of any  such
provision or provisions as to any future  violations  thereof,  nor prevent that
party  thereafter  from  enforcing  each  and  every  other  provision  of  this
Agreement.  The rights  granted the parties herein are cumulative and the waiver
of any single  remedy  will not  constitute  a waiver of such  party's  right to
assert all other legal remedies available to it under the circumstances.

      f. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED  ACCORDING TO THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS.

      g. Captions and paragraph headings used herein are for convenience and are
not a part of this Agreement and will not be used in construing it.

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

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


                                     E-148
<PAGE>
                                                                    Exhibit 10.5


                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
on the day and year first set forth above.

                                        FBO AIR, INC..


                                        By:
                                            ------------------------------
                                            Name: Ronald J. Ricciardi
                                            Title:

                                        ----------------------------------
                                              Robert J. Ettinger


                                     E-149