Exhibit 10.4

                              EMPLOYMENT AGREEMENT

      AGREEMENT dated March 31, 2005,  between Tech Aviation Service,  Inc. (the
"Company"), and Frank E. Paczewski (the "Employee").

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

2)    TERM.  The  initial  term of this  Agreement  shall be for two (2)  years,
      beginning upon the  consummation of the transaction  pursuant to which FBO
      Air - Wilkes-Barre, Inc. purchases all of the capital stock of the Company
      from  Employee  and Ronald D.  Ertley.  After the initial  term of two (2)
      years,  the Agreement shall  automatically  renew for successive  one-year
      periods unless there is notification by either party within 90 days of the
      anniversary of the first term or any renewal term, refusing renewal.

3)    DUTIES.

      a.    The  Employee  is  engaged  as the Chief  Operating  Officer  of the
            Company,  to oversee the  operations  of the Company;  such specific
            duties  may be defined  from time to time by the Board of  Directors
            but shall encompass duties customary to the office,  as performed by
            Employee for the Company prior to the effective date hereof.

      b.    While not a condition of this Agreement,  the parties recognize that
            Employee shall perform his duties during such periods of time as are
            reasonably  necessary to accomplish the same; provided that, so long
            as Employee  performs  his duties for a period of at least 130 hours
            per  month,  he shall not be deemed to have  grossly  neglected  his
            duties.

4)    COMPENSATION.

      a.    Base  Salary.  As  compensation  for the  services to be rendered by
            Employee during the period of his employment hereunder, and upon the
            condition that Employee shall fully and faithfully  keep and perform
            all of the terms and conditions hereof, Company shall pay Employee a
            salary  of  $96,550  per  annum;  salary  shall be less  income  tax
            withholdings  and  other  normal  employee  deductions  and 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.    Incentive Bonus. In addition to the Base Salary,  the Employee shall
            be eligible  while  employed for an incentive  bonus as described in
            Exhibit 4.b. When earned,  such incentive bonus shall be paid within
            four  (4)  weeks  of the end of the  applicable  fiscal  year of the
            Company.

      c.    Temporary Increases. This Agreement shall not be deemed abrogated or
            breached if the Board of  Directors  of Company  shall  determine to
            increase the  compensation  of Employee for any period of time,  and
            thereafter reduce the same to the amounts provided in Paragraph 4)a.
            and 4)b. above.

      d.    Severance  Pay. If this  Agreement is  terminated by the Company for
            any reason, other than the death of Employee, with or without cause,
            the Company shall pay to Employee an amount equal to the Base Salary
            provided in subparagraph a) above less income tax  withholdings  and
            other normal employee deductions.


                                     E-134
<PAGE>
                                                                    Exhibit 10.4


5)    CONFLICTING  ACTIVITIES.  Employee  shall  not,  during  the  term of this
      Agreement,  be  engaged  in any  business  activity  that is  directly  or
      indirectly  in  competition  with the  primary  business  activity  of the
      Company without the prior written consent of the Board of Directors of the
      Company;  provided  that  Employee  shall be  entitled  to  engage  in the
      business  of the sale of motor  vehicles  during  such  periods  as do not
      impact the Company's interests adversely.

6)    ADDITIONAL BENEFITS.

      A.    Health  and  Welfare  Insurance  Coverage:  Company  agrees  to  pay
            Employee  $150 per month for  hospitalization,  medical,  dental and
            vision insurance  coverage.  Such insurance  coverage shall continue
            for one (1) year following the effective date hereof, whether or not
            Employee continues to be employed by the Company, except as a result
            of Employee's death.

      b.    Vacation:  The Employee shall be entitled each year to vacation time
            of five  (5)  weeks,  prorated  for the  first  and  last  years  of
            Employee's  employment,  during which time his compensation shall be
            paid in full.  Vacation time shall be taken at such time or times as
            will minimize the effect on the operations of the Company.

      c.    Employee  Physical:  Company  will  arrange  and pay for a  complete
            Employee  physical  examination  every  two  years,  with the  first
            examination  to occur within sixty (60) days of the  effective  date
            hereof;  provided,   however,  that  the  results  of  the  physical
            examination shall be made known to Company as well as to Employee.

      d.    Reimbursement  of  Expenses:   The  Employee  may  incur  reasonable
            expenses for promoting the Company's  business,  including  expenses
            for entertainment,  travel,  mobile telephone,  home-based phone and
            fax lines,  home-based  Internet  access,  use of  personal  digital
            assistant and similar items. The Company will reimburse the Employee
            for all such expenses upon the Employee's  periodic  presentation of
            an itemized account of such expenditures.

7)    DISCLOSURE  OF  INFORMATION.  The  Employee  acknowledges  that  he may be
      exposed  to  confidential  information  and  that  this  information  is a
      valuable,  special,  and  unique  asset  of the  Company's  business.  The
      Employee will not,  during or after the term of his  employment,  disclose
      such   confidential   information  to  any  person,   firm,   corporation,
      association,   or  other  entity  except  for  the  specific   purpose  of
      accomplishing  the Company's  business  objectives,  except as provided in
      paragraph  9)c.(4) below. In the event of a breach or threatened breach by
      the Employee of the  provisions  of this  paragraph,  the Company shall be
      entitled to an injunction  restraining  the Employee from  disclosing,  in
      whole or in part,  such  confidential  information,  or from rendering any
      services to any person, firm, corporation, association, or other entity to
      whom  such  information,  in whole or in part,  has been  disclosed  or is
      threatened  to  be  disclosed.   Nothing  herein  shall  be  construed  as
      prohibiting the Company from pursuing any other remedies  available to the
      Company for such breach or  threatened  breach,  including the recovery of
      damages from the Employee.


                                     E-135
<PAGE>
                                                                    Exhibit 10.4


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

9)    TERMINATION  WITHOUT CAUSE.  Without cause, the Company may terminate this
      Agreement at any time upon ten (10) days written  notice to the  Employee,
      subject  to  the  payment  of  Severance  Pay,  above  provided.   Company
      acknowledges  that any  Incentive  Bonus due  Employee  shall be paid on a
      pro-rated basis.

10)   TERMINATION WITH CAUSE.  After the first two (2) years of the term of this
      Agreement,  either party may, at its election,  terminate  this  Agreement
      immediately for cause,  as defined below. In the event Company  terminates
      "for cause,"  Company  shall pay Employee  the  compensation  and benefits
      which would otherwise be payable to Employee up to the end of the month in
      which the termination or  disciplinary  action occurs.  Further,  Employee
      acknowledges  that  any  Bonus  due at time of such  termination  shall be
      forfeited;  and that Benefits shall be canceled at the end of the month of
      termination.

      As used in this Section,  termination  "for cause" shall be deemed to have
      occurred if either party has breached this Agreement and the non-breaching
      party  gives  notice in  writing,  delivered  to the  breaching  party and
      providing ten (10) calendar days, from the date of delivery of the notice,
      within which the breaching party has the opportunity to cure, if possible,
      the breach.

      In addition,  cause for termination shall exist if Employee engages in any
      of the following conduct while an employee of the Company:  (1) conviction
      of a  felony  offense,  whether  or not  such  offense  was  committed  in
      connection with Company's business; (2) theft, embezzlement, false entries
      on records,  misapplication of funds or property,  misappropriation of any
      asset,  or any actual or  constructive  fraud;  (3) gross  neglect of duty
      and/or willfully engaging in gross misconduct  materially and demonstrably
      injurious to Company;  (4) at any time during  employment  at the Company,
      except in  connection  with the Pegasus 20 Group,  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;  (5)
      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 Employee  made in the ordinary  course of business and as
      part of  Employee's  investment  portfolio.  However,  cause  shall not be
      deemed to exist merely because of a difference of opinion between Employee
      and the Company, or any employees,  directors or officers of either, as to
      philosophy of management or other personal beliefs.


                                     E-136
<PAGE>
                                                                    Exhibit 10.4


11)   COMPETITION  DURING AND AFTER TERM.  Employee  agrees that during the Term
      hereof,  and for a period of one year after the expiration of the Term, he
      will not,  either  separately,  jointly,  or in  association  with others,
      directly  or  indirectly,   as  an  agent,   employee,   owner,   partner,
      stockholder,  or  otherwise,  allow his name to be used by, or  establish,
      engage in, or become  interested in any business  substantially  providing
      services   similar  to  those  of  the  Company  in  the  Commonwealth  of
      Pennsylvania or the States of New York or New Jersey,  as long as Company,
      or any person,  firm, or corporation deriving title to the goodwill of, or
      shares from it, carries on a like business  therein.  Notwithstanding  the
      preceding  sentence,  Employee  shall  be  allowed  to  engage  in  or  be
      interested  in  businesses  and  activities  provided that his interest or
      involvement therein does not otherwise violate any other term or provision
      of this Agreement.  Company and Employee  acknowledge that during the Term
      of Employee's  employment,  Employee will acquire special knowledge and/or
      skill that he can effectively utilize in competition with Company.

      Employee  agrees  that  the  remedy  at law for any  breach  by him of the
      covenants contained herein will be inadequate,  and that in the event of a
      violation of the covenants  contained  herein,  in addition to any and all
      legal and equitable  remedies  which may be available,  the said covenants
      may  be  enforced  by an  injunction  in a suit  in  equity,  without  the
      necessity of proving actual damage, and that a temporary injunction may be
      granted  immediately  upon the  commencement of any such suit, and without
      notice.  If, in any judicial  proceeding,  a court shall refuse to enforce
      any or all of the separate covenants deemed included in such action,  then
      such   unenforceable   covenants  shall  be  deemed  eliminated  from  the
      provisions  hereof  for the  purposes  of such  proceeding  to the  extent
      necessary  to permit the  remaining  separate  covenants to be enforced in
      such proceeding.  Furthermore, if in any judicial proceeding a court shall
      refuse  to  enforce  any  covenant  by reason  of the  duration  or extent
      thereof,  such  covenant  shall be  construed  to have  only  the  maximum
      duration or extent permitted by law.

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

13)   DISPUTES. 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  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.

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


                                     E-137
<PAGE>
                                                                    Exhibit 10.4


15)   ASSIGNMENT.  The Employee acknowledges that the services to be rendered by
      him are unique and personal.  Accordingly, the Employee may not assign any
      of his  rights or  delegate  any of his duties or  obligations  under this
      Agreement.  The rights and obligations of the Company under this Agreement
      shall inure to the benefit of and shall be binding upon the successors and
      assigns of the Company.

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

17)   GOVERNING  LAW.  This  Agreement   shall  be  construed  and  enforced  in
      accordance with the laws of the State of Pennsylvania.

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

            If to Employee:
            Frank Paczewski
            18 Pear Tree Lane
            Dallas, PA 18612

            If to Company:
            Tech Aviation Service, Inc.,
            c/o Ron Ricciardi
            9087 East Charter Oak
            Scottsdale, AZ 85260

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

COMPANY:                                    EMPLOYEE:

Tech Aviation Service, Inc.

By:
---------------------------------           --------------------------------

Ronald J. Ricciardi                         Frank E. Paczewski


                                     E-138
<PAGE>
                                                                    Exhibit 10.4


EXHIBIT 4.B

      Tech Aviation  Service,  Inc.  shall  establish an operating Plan upon the
execution  hereof and also prior to each fiscal year and the Employee shall have
input into the development of this operating Plan.

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

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

            95% or less                            2.5%                   0%

            100 - 109.9%                          10.0%                   0%

            110 - 114.9%                          10.0%                 2.5%

            115 - 119.9%                          10.0%                 5.0%

            120 - 124.9%                          10.0%                 7.5%

            125 - 129.9%                          10.0%                10.0%

            130 - 134.9%                          10.0%                12.5%

            135 - 139.9%                          10.0%                15.0%

            140 - 144.9%                          10.0%                17.5%

            145 - 149.9%                          10.0%                20.0%

            150%+                                 10.0%                25.0%

Example #1: The  Operating  Plan calls for  $500,000 in  operating  income;  the
Actual  results are $545,000 or 9% greater  than Plan.  The Employee is eligible
for 10% of the Base Salary but is not eligible for any additional override.

Example #2: The  Operating  Plan calls for  $500,000 in  operating  income;  the
Actual  results are $650,000 or 30% greater than Plan.  The Employee is eligible
for 10% of the Base Salary PLUS 12.5% of the difference between Plan and Actual,
which in this example equals $18,750.

Example #3: The  Operating  Plan calls for  $500,000 in  operating  income;  the
Actual  results are $800,000 or 60% greater than Plan.  The Employee is eligible
for 10% of the Base Salary PLUS 25% of the  difference  between Plan and Actual,
which in this example equals $75,000.


                                     E-139