(10.75)         Guaranty and Suretyship Agreement between Orlando E.
                Panfile and Aero Services International, Inc. dated
                May 10, 1996.

                                   GUARANTY AND SURETYSHIP AGREEMENT

        THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is
made and entered into as of the 10th day of May, 1996, by and
between ORLANDO E. PANFILE ("Panfile") and AERO SERVICES
INTERNATIONAL, INC., a Louisiana corporation ("Aero").

        WHEREAS, as of even date herewith, Panfile, Aero, and Jason
IV Aviation, Inc., a Louisiana corporation controlled by Panfile
("Jason IV"), have entered into that certain Transfer Agreement
(the "Asset Purchase Agreement"), pursuant to which Aero has
agreed to sell, transfer and assign certain rights and assets,
as more particularly described in the Asset Purchase Agreement,
to Jason IV; and

        WHEREAS,  as of even date herewith, in accordance with the
Asset Purchase Agreement, Jason IV has executed and delivered to
Aero (i) that certain promissory note in the original principal
amount of One Hundred Thousand Dollars ($100,000) (the "A Note")
and (ii) that certain promissory note in the original principal
amount of Five Hundred Thousand Dollars ($500,000) (the "B
Note"); and

        WHEREAS, the A Note and the B Note, each of which is more
particularly described in the Asset Purchase Agreement, may,
hereinafter, be referred to, collectively as the "Notes"; and

        WHEREAS, the execution, delivery and performance under the
Asset Purchase Agreement will be to the economic benefit of
Panfile; and

        WHEREAS, as a condition for entering into the Asset
Purchase Agreement and accepting the Notes in accordance
therewith, Aero has required that Panfile execute and deliver
this Guaranty, pursuant to which Panfile guarantees and becomes
surety for the full and prompt payment of all amounts due and
payable or that may become due and payable by Jason IV to Aero
under the Notes and/or the indemnification provisions set forth
in Section 14.2 of the Asset Purchase Agreement; and

        WHEREAS, as a further condition for entering into the Asset
Purchase Agreement and accepting the Notes in accordance
therewith, and as security for the full and complete performance
of his obligations under this Guaranty, Aero has required that
Panfile execute and deliver that certain pledge agreement of
even date herewith (the "Panfile Pledge Agreement"), pursuant to
which Panfile pledges all of the issued and outstanding stock in
Jason IV to Aero; 

        NOW, THEREFORE, in consideration of these premises and for
other good and valuable consideration, the receipt and suffi-
ciency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:

        1.      Recitals Incorporated.  The parties hereto acknowledge
and agree that the foregoing recitals constitute a material part
of this Guaranty, and the same are expressly incorporated herein
by this reference.

        2.      Definitions.  In addition to the terms defined
elsewhere in this Guaranty, unless otherwise stated in this
Guaranty, the following terms will have the meanings set forth
below.  Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Asset Purchase Agreement.

        3.      Material Inducement.  Panfile acknowledges and agrees
that Aero would not enter into the Asset Purchase Agreement or
accept the Notes thereunder without the execution of this
Guaranty Agreement by Panfile, and, further, that this Guaranty
constitutes a material inducement to Aero in respect of the
foregoing.

        4.      Guaranty and Suretyship.

                (a)  Panfile hereby agrees to absolutely,
unconditionally and irrevocably guaranty, and by these presents
does hereby absolutely, unconditionally and irrevocably
guarantee and become surety for (i) the full, prompt and
punctual payment (and not merely the collectibility) of the
Notes, and all amounts to come due under the Notes (and any note
or other instrument given in renewal, extension, modification,
increase or substitution of or for the Notes, or either of
them), whether at stated maturity, by extension, acceleration,
or otherwise, all according to the terms of the Notes and the
Asset Purchase Agreement, and (ii) the full, prompt and punctual
payment of Jason IV's obligations under the indemnification
provisions set forth in Section 14.2 of the Asset Purchase
Agreement, which guaranty and suretyship, subject only to the
provisions of Section 7 hereof, is unlimited in amount, scope
and recourse.

                (b)  This Guaranty shall be fully enforceable,
notwithstanding any right or power of Jason IV or anyone else,
to assert any claim or defense as to the validity or
enforceability of the Notes and/or the Asset Purchase Agreement,
or with respect to any amounts due, thereunder, and no such
claim or defense shall impair or affect the obligations of
Panfile hereunder.  All sums payable by Panfile hereunder,
whether of principal, interest, fees, penalties, expenses or
other charges, shall be paid in full, without set off or
counterclaim or any deduction or withholding whatsoever.  

                (c) This Guaranty shall survive, and Panfile's
obligations and liabilities hereunder shall remain unaffected
by, (i) the dissolution of Jason IV, whether voluntary or
involuntary, and/or (ii) any changes in ownership of Jason IV.

        5.      Continuing Guaranty and Suretyship.  THIS IS A CONTINUING
GUARANTY AND SURETYSHIP UNDER WHICH PANFILE GUARANTEES PAYMENT (AND NOT
MERELY THE COLLECTIBILITY) OF JASON IV'S PRESENT AND FUTURE OBLIGATIONS AND
INDEBTEDNESS UNDER THE NOTES AND THE INDEMNIFICATION PROVISIONS SET FORTH
IN SECTION 14.2 OF THE ASSET PURCHASE AGREEMENT IN FAVOR OF AERO ON A
CONTINUING BASIS.  Panfile's obligations and liability under this
Guaranty shall be open and continuous in effect.  Panfile
intends to, and does hereby guarantee, at all times the prompt
and punctual payment (and not merely the collectibility),
performance and satisfaction of the Notes and the Asset Purchase
Agreement (including the payment of all amounts to come due
thereunder) in favor of Aero.  Notwithstanding any provisions to
the contrary contained in this Guaranty or elsewhere, this
Guaranty shall be of no further force or effect when all amounts
due under, or on account of, the Notes and the Asset Purchase
Agreement, have been fully paid.

        6.      Direct Guaranty and Suretyship.  The liability of
Panfile under this Guaranty, shall be primary, direct and
immediate and not conditional or contingent on pursuit by Aero
of any remedies it may have against Jason IV, its successors or
assigns, with respect to the Notes and/or the Asset Purchase
Agreement, whether pursuant to the terms thereof or by law. 
Without limiting the generality of the foregoing, Aero shall not
be required to make any demand on Jason IV, or otherwise pursue
or exhaust its remedies against Jason IV, before, simultaneously
with, or after enforcing its rights and remedies hereunder
against Panfile.  Any one or more successive and/or concurrent
actions may be brought hereon against Panfile either in the same
action, if any, brought against Jason IV, or in a separate
action, as often as Aero may deem advisable.

        7.      Effect of Pledge Agreement.  Until such time as Aero
shall have (i) a perfected first priority security interest in
the Pledged Shares (as defined in the Asset Purchase Agreement),
or (ii) a perfected security interest in the Pledged Shares
subordinate only to the interest of either the Senior Lender (as
defined in the Asset Purchase Agreement), or Gulf Coast Bank (as
defined in the Asset Purchase Agreement), this Guaranty,
Panfile's obligations hereunder, and Aero's recourse and
remedies hereunder and with respect hereto, shall be unlimited
in scope and effect.  At such time as Aero shall have (i) a
perfected first priority security interest in the Pledged
Shares, or (ii) a perfected security interest in the Pledged
Shares subordinate only to the interest of either the Senior
Lender or Gulf Coast Bank, Aero's remedies and recourse
hereunder shall be limited to Aero's recourse and remedies under
the Panfile Pledge Agreement.  The foregoing provisions of this
Section 7 notwithstanding, the limitations set forth in this
Section 7 are not intended to limit, reduce, qualify, diminish
or otherwise affect (and shall not be construed or deemed to
limit, reduce, qualify, diminish or otherwise affect) Aero's
rights, remedies or recourse against Purchaser and/or Panfile
under the Asset Purchase Agreement, or any of the other
documents or instruments executed by Purchaser and/or Panfile,
as the case may be, in conjunction therewith. 

        8.      Default.  Should, for any reason whatsoever, any non-
payment, or other default or failure to perform by Jason IV
under the Notes or the Asset Purchase Agreement occur or exist,
Panfile shall immediately pay or perform, or cause to be paid or
performed the each and all such obligations.

        9.      Panfile's Waivers.  Panfile hereby unconditionally and
irrevocably waives each and all of the following:

                (a)     Notice of Aero's acceptance of this Guaranty;

                (b)     Notice of the existence or creation of the Notes
                        and the Asset Purchase Agreement;

                (c)     Notice of default, nonpayment or partial payment
                        under the Notes and/or the Asset Purchase
                        Agreement;

                (d)     Presentment and demand for payment of the Notes,
                        or with respect to any amounts due under Notes
                        and/or the Asset Purchase Agreement, notice of
                        dishonor, and all other notices whatsoever,
                        including notice of nonpayment, notice of
                        intention to accelerate, notice of acceleration,
                        protest and notice of protest, notice of
                        collection or institution of any suit or other
                        action by Aero in collection of the Notes, or
                        any amounts due under the Notes and/or the Asset
                        Purchase Agreement, including any notice of
                        default in payment of the Notes, or any amounts
                        due under the Notes and/or the Asset Purchase
                        Agreement, or other notice to, or demand for
                        payment thereof;

                (e)     Any right to require Aero to notify Panfile of
                        any nonpayment relating to any collateral
                        directly or indirectly securing the Notes, or
                        any amounts due under the Notes and/or the
                        indemnification provisions set forth in Section
                        14.2 of the Asset Purchase Agreement, or notice
                        of any action or non-action on the part of Jason
                        IV, Aero or any other person, or other amounts
                        due under the Notes and/or the indemnification
                        provisions set forth in Section 14.2 of the
                        Asset Purchase Agreement, or notice of the
                        creation of any new or additional amounts
                        thereto subject to this Guaranty;

                (f)     Any rights to demand or require collateral
                        security from Jason IV or any other person as
                        provided under applicable law or otherwise;

                (g)     All diligence in collection or protection of or
                        realization on the Notes, or with respect to any
                        amounts due under the Notes and/or the Asset
                        Purchase Agreement, or any collateral or
                        enforcing any remedy available to Aero;

                (h)     Any present or future "one action" or
                        "antideficiency" law or any other law which may
                        prevent Aero from bringing any action, including
                        a claim for deficiency against Panfile, before
                        or after Aero's commencement or completion of
                        any foreclosure action or any action in lieu of
                        foreclosure;

                (i)     Any right of Panfile to discharge on Panfile's
                        giving notice to Aero to proceed against Jason
                        IV for collection on the failure of Jason IV to
                        make any required payment, and the failure or
                        refusal of Aero to thereupon commence an action
                        or foreclose on any collateral within any
                        specified time period or at any time;

                (j)     Any disability or other defense of Jason IV or
                        any other person;

                (k)     All procedural errors and defects in any
                        proceeding instituted or maintained by Aero in
                        connection with the Notes and/or the Asset
                        Purchase Agreement; 

                (l)     Any and all present and future moratorium laws
                        and any and all present and future laws which
                        (i) exempt all or any part of the collateral
                        pledged or assigned to Aero pursuant to any
                        document executed in connection with the Notes
                        or the Asset Purchase Agreement, or other
                        amounts due under the Notes and/or the Asset
                        Purchase Agreement, from attachment, levy,
                        foreclosure or sale under execution; or (ii)
                        provide for any stay of execution, marshalling
                        of assets, exemption from civil process,
                        redemption, extension of time for payment, or
                        valuation or appraisement of any part of the
                        collateral referred to in the Notes,  the Asset
                        Purchase Agreement or the other documents or
                        instruments referenced therein.

        Panfile warrants and agrees that each of the waivers set
forth above is made with Panfile's full knowledge of its
significance and consequences and that, under the circumstances,
such waivers are reasonable and not contrary to public policy or
law.  If any such waiver is determined to be contrary to any
applicable law or public policy, such waiver shall be effective
only to the extent permitted by law.

        10.     Panfile's Waiver of Certain Rights.  Panfile hereby
waives any claim, remedy or other right Panfile may now possess
or hereafter acquire against Jason IV or any other person
arising from, or in any way related to, the existence or perfor-
mance under this Guaranty, including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution,
or indemnification against Jason IV or any other person, or any
right to participate in any collateral securing Jason IV's
indebtedness or other obligations to Aero, regardless of whether
such claim, remedy, or right arises in equity, under contract,
statute, common law or otherwise.  

        11.     Panfile's Receipt of Payments.  If Panfile should for
any reason whatsoever receive any payments from Jason IV that
Jason IV may owe to Panfile, Panfile agrees to accept such
payments in trust for and on behalf of Aero, advising Jason IV
of such fact.  Panfile further unconditionally agrees to
immediately deliver any such funds so received to Aero, with
such funds being held by Panfile, over any interim period, in
trust for Aero.  In the event that Panfile should for any reason
whatsoever receive any such funds from Jason IV, and Panfile
should deposit such funds in one or more of Panfile's deposit
accounts, no matter where located, Aero shall have the right to
attach the amount of funds so received, in Panfile's deposit
accounts in which such funds were deposited, whether or not such
funds were commingled with other monies of Panfile, and whether
or not such funds then remain on deposit in such an account or
accounts.

        12.     Rights of Modification.  Panfile expressly agrees,
consents to, and acknowledges that Aero may, at its sole option
and in its sole and absolute discretion, at any time, and from
time to time, without the consent of or notice to Panfile, or to
any other party, and without incurring any responsibility to
Panfile or to any other party, and without impairing or
releasing any of Panfile's obligations or liabilities under this
Guaranty:

                (a)     Waive compliance with, or any defaults under, or
                        grant any indulgences with respect to, the
                        Notes, the Asset Purchase Agreement or any
                        documents or instruments executed in connection
                        therewith;

                (b)     Sell, exchange, release (with or without
                        substitution), surrender, realize on, or
                        otherwise deal with, in any reasonable manner
                        and in any order, any collateral directly or
                        indirectly securing payment of the Notes, or any
                        amounts due under the Notes and/or the Asset
                        Purchase Agreement;

                (c)     Alter, renew, extend, accelerate, modify, amend
                        or otherwise change the manner, place, time
                        and/or other terms of payment or other terms of
                        the Notes, the Asset Purchase Agreement, or any
                        part thereof, including any increase or decrease
                        in the rate or rates of interest under the
                        Notes, or with respect to any amounts due under
                        the Notes and/or the Asset Purchase Agreement;

                (d)     Accept partial payments on account of the Notes,
                        or any amounts due under the Notes and/or the
                        Asset Purchase Agreement; 

                (e)     Settle or compromise with respect to the Notes,
                        or any amounts due under the Notes and/or the
                        Asset Purchase Agreement;

                (f)     Demand, take or accept any other collateral
                        security or guaranty for the Notes, or any
                        amounts due under the Notes and/or the Asset
                        Purchase Agreement from any party; 

                (g)     Enter into, deliver, modify, amend, or waive
                        compliance with (or any defaults under), the
                        Notes, or any instrument or arrangement
                        evidencing, securing or otherwise affecting all
                        or any part of the Notes, or any amounts due
                        under the Notes and/or the Asset Purchase
                        Agreement;

                (h)     Agree that additional makers, endorsers,
                        guarantors or sureties may become parties to the
                        Notes;

                (i)     Proceed directly against Panfile to collect all
                        amounts due under this Guaranty without
                        proceeding against or joining Jason IV or any
                        other person or entity, or proceeding first,
                        simultaneously or thereafter against any
                        collateral or marshalling assets with respect
                        thereto in collection of the Notes, or any
                        amounts due under the Notes and/or the Asset
                        Purchase Agreement;

                (j)     Assign or otherwise transfer the Notes, or this
                        Guaranty or any interest therein or herein;
                        and/or

                (k)     Deal in all respects with Jason IV as if this
                        Guaranty were not in effect.

        13.     No Impairment of Panfile's Obligations.  No course of
dealing between Aero and Jason IV, nor any failure or delay on
the part of Aero to exercise any of Aero's rights and remedies
under the Notes, the Asset Purchase Agreement or the Security
Agreement, shall have the effect of impairing or releasing
Panfile's obligations and liabilities to Aero, or of waiving any
of Aero's rights and remedies under this Suretyship Agreement or
otherwise.  Any partial exercise of any rights and remedies
granted to Aero shall, furthermore, not constitute a waiver of
any of Aero's other rights and remedies; it being Panfile's
intent and agreement that Aero's rights and remedies shall be
cumulative in nature.  A waiver or forbearance on the part of
Aero as to one event of default shall not constitute a waiver or
forbearance as to any other default.

        14.     No Release of Panfile.  Panfile's obligations and
liabilities under this Guaranty shall not be released, impaired,
reduced, or otherwise affected by, and shall continue in full
force and effect notwithstanding the occurrence of any event,
including, without limitation, any one or more of the following
events:

                (a)     The death, insolvency, bankruptcy, arrangement,
                        adjustment, composition, liquidation,
                        disability, dissolution, or lack of authority of
                        Jason IV (or any person acting on Jason IV's
                        behalf), of Panfile, or of any other party, as
                        the case may be;

                (b)     Any payment by Jason IV or any other party, to
                        Aero, that is held to constitute a preferential
                        transfer or a fraudulent conveyance under any
                        applicable law, or any such amounts or payment
                        which, for any reason, Aero is required to
                        refund or repay to Jason IV or to any other
                        person;

                (c)     Any sale, lease or transfer of all or any part
                        of the assets of Jason IV;

                (d)     The failure of Aero to properly obtain, perfect
                        or preserve any security interest in, or lien
                        on, any collateral securing the Notes;

                (e)     The failure of Aero to exercise diligence,
                        commercial reasonableness or reasonable care in
                        the preservation, enforcement or sale of any
                        collateral securing the Notes, or any amounts
                        due under the Notes and/or the Asset Purchase
                        Agreement;

                (f)     Any other act or omission of Aero or Jason IV
                        which would otherwise constitute or create a
                        legal or equitable defense in favor of Panfile.

        The obligations of Panfile under this Guaranty shall be
absolute and unconditional, irrespective of the genuineness,
validity, regularity or enforceability of the Notes, or any
security given therefor or in connection therewith or any other
circumstances which might otherwise constitute a legal or
equitable discharge of a surety or guarantor.

        15.     Automatic Reinstatement.  This Guaranty and Panfile's
obligations and liabilities hereunder shall continue to be
effective, and/or shall automatically and retroactively be
reinstated, if a release or discharge has occurred, or if at any
time, any payment or part thereof to Aero with respect to the
Notes or the Asset Purchase Agreement is rescinded or must
otherwise be restored by Aero pursuant to any insolvency,
bankruptcy, reorganization, receivership, or any other debt
relief granted to Jason IV.  In the event that Aero must rescind
or restore any payment received in total or partial satisfaction
of the Notes, or with respect to any amounts due under the Notes
and/or the Asset Purchase Agreement, any prior release or dis-
charge from the terms of this Guaranty given to Panfile shall be
without effect, and this Guaranty and Panfile's obligations and
liabilities hereunder shall automatically and retroactively be
renewed and/or reinstated and shall remain in full force and
effect to the same degree and extent as if such a release or
discharge had never been granted.  It is the intention of Aero
and Panfile that Panfile's obligations and liabilities hereunder
shall not be discharged except by Panfile's full and complete
performance and satisfaction of such obligations and
liabilities, and then only to the extent of such performance.

        16.     Representations and Warranties by Panfile.  Panfile
represents and warrants to Aero, with the understanding that
Aero is relying thereon, that at the time of execution hereof,
and during the effectiveness of this Guaranty, and until Panfile
has received written notice of the cancellation of this Guaranty
from Aero:

                (a)     Panfile has a financial interest in Jason IV,
                        and in Jason IV's purchase of the Purchased
                        Assets (as defined in the Asset Purchase
                        Agreement);

                (b)     Panfile has examined the Asset Purchase
                        Agreement, the Notes and all other documents and
                        instruments executed in connection, and approves
                        the same; 

                (c)     Panfile has full power, authority and legal
                        right to execute and deliver this Guaranty;

                (d)     This Guaranty and Panfile's execution, delivery
                        and performance hereunder are not in violation
                        of any laws and will not result in a default
                        under any contract, agreement, or instrument to
                        which Panfile is a party, or by which Panfile or
                        Panfile's property may be bound;

                (e)     Panfile has agreed and consented to execute this
                        Guaranty and to guarantee payment (and not
                        merely the collectibility) of the Notes, at the 
                        request of Jason IV, and not at the request of
Aero;

                (f)     All financial accommodations by Aero to Jason
                        IV, including but not limited to the Notes, or
                        any amounts due under the Notes and/or the Asset
                        Purchase Agreement, will be to the financial
                        interest and advantage of Panfile;

                (g)     This Guaranty, when executed and delivered to
                        Aero, will constitute a valid, legal and binding
                        obligation of Panfile, enforceable in accordance
                        with its terms;

                (h)     Panfile has established adequate means of ob-
                        taining information from Jason IV on a continu-
                        ing basis regarding Jason IV's financial
                        condition;

                (i)     Aero has made no representations to Panfile as
                        to the credit worthiness of Jason IV.

        17.     Additional Obligations of Panfile.  So long as this
Guaranty remains in effect, and until such time as Aero shall
have a first priority security interest in the Pledged Shares
subordinate to the interest of no other party, or (i) a Senior
Lender is in place, (ii) Purchaser's indebtedness to Gulf Coast
Bank has been satisfied and retired, and (iii) pursuant to the
Panfile Pledge Agreement, Aero shall have a security interest in
the Pledged Shares second in priority only to the security
interest therein of the Senior Lender (if such Senior Lender
requires a pledge of the Pledged Shares), Panfile has not, and
will not, without Aero's prior written consent, sell, lease,
assign, pledge, hypothecate, encumber, transfer or otherwise
dispose of all or substantially all of Panfile's assets, which
consent shall not be unreasonably withheld.  Panfile agrees to
keep adequately informed of any facts, events or circumstances
which might in any way affect Panfile's risks under this
Guaranty.  

        18.     Additional Documents; Financial Statements.  On the
reasonable request of Aero, Panfile will, at any time, and from
time to time, execute and deliver to Aero any and all such
financial instruments and documents, and shall supply such
additional information, as may be necessary or advisable in the
opinion of Aero to obtain the full benefits of this Guaranty. 
Panfile further agrees to provide Aero with such financial
statements and other related information, including, without
limitation, personal financial statements and personal income
tax returns, at such frequencies and in such detail as Aero may
reasonably request.

        19.     Assignment of the Notes.  This Guaranty is for the
benefit of Aero and for such other person or persons as may from
time to time become or be the holder(s) of the Notes.  This
Guaranty shall be transferable and negotiable with the same
force and effect and to the same extent as the Notes, it being
understood, acknowledged and agreed to by Panfile that, on any
transfer or assignment of the Notes, the holder thereof shall
have all of the rights and remedies granted to Aero under this
Guaranty.  Panfile further agrees that on any transfer of the
Notes, Aero may transfer and deliver any and all collateral
securing repayment thereof (including, but not limited to, any
collateral provided by Panfile) to the transferee, and such
collateral shall secure the Notes and any amounts due under the
Mortgage in favor of such a transferee.  Panfile additionally
agrees that, after any such transfer or assignment has taken
place, Aero shall be fully discharged from any and all liability
and responsibility to Jason IV and Panfile with respect to such
collateral, and the transferee thereafter shall be vested with
all the powers, rights and responsibilities with respect to such
collateral.

        20.     Notices.  All notices, requests, demands, directions
and other communications required or permitted under the provi-
sions of this Pledge Agreement, or otherwise with respect
hereto, shall be in writing and shall be:  (i) mailed by first
class registered or certified mail, return receipt requested,
postage prepaid; or (ii) sent by next day business courier (such
as Federal Express or the like); or (iii) personally delivered;
or (iv) transmitted by fax, telegram or telex (with a hard copy
to follow within twenty-four (24) hours by first class
registered or certified mail, return receipt requested, postage
prepaid, or by next day business courier [such as Federal
Express or the like], or by personal delivery), as follows:

if to Aero, to:

        Aero Services International, Inc.
        660 Newton-Yardley Road
        Newton, Pennsylvania  18940
        Attention:  James Affleck
        Facsimile:  (215) 968-6010        

with a copy to:

        Eckert Seamans Cherin & Mellott
        One South Market Square Building
        213 Market Street, P. O. Box 1248
        Harrisburg, PA  17108-1248
        Attention:  Christopher M. Cicconi, Esquire
        Facsimile:  (717) 237-6019

if to Panfile, to:

        Orlando E. Panfile
        96 Buckhaven Hill
        Upper Saddle River, New Jersey  07458
        Facsimile:  

with a copy to:

        Simon, Peragine, Smith & Redfearn, L.L.P.
        30th Floor Energy Centre
        1100 Poydras Street
        New Orleans, Louisiana  70163-3000
        Attention:  Guy W. Smith, Esq.
        Facsimile:  (504) 569-2999

or to such other address(es) or to the attention of such other
person(s) and officer(s) as the addressee of any such notice
shall have previously furnished to the sender in writing.  Each
notice or communication which shall be transmitted in the manner
described above, or which shall be delivered to a telegraph
company, shall be deemed sufficiently given, served, sent, or
received for all purposes at such time as it is sent to the
addressee (with return receipt, delivery receipt [or with
respect to a telex the answer back, or a fax the activity
report] being deemed conclusive evidence of such mailing,
transmission or delivery), or at such time as delivery is
refused by the addressee on presentation.  

        21.     Additional Guaranty or Surety.  In the event Panfile
may, in the future, grant one or more additional guaranties of
the Notes, or with respect to any amounts due under the Notes
and/or the Asset Purchase Agreement, the execution of any
additional guaranties on the part of Panfile will not be
construed as a cancellation of this Guaranty; it being Panfile's
full intent and agreement that this Guaranty shall remain in
full force and effect and shall be cumulative in nature and
effect.

        22.     Waiver of Trial by Jury.  Panfile hereby waives trial
by jury in any action or proceeding to enforce this Guaranty. 
It is agreed and understood that this wavier constitutes a
waiver of trial by jury of all claims against all parties to
such actions or proceedings, including claims against parties
who are not parties to this Guaranty.  This waiver is knowingly,
willingly and voluntarily made by Panfile, and Panfile hereby
acknowledges that no representations of fact or opinion have
been made by any individual to induce this waiver of trial by
jury or to in any way modify or nullify its effect.

        23.     Confession of Judgment.  IF ANY DEFAULT UNDER THE
NOTES OR UNDER THE INDEMNIFICATION PROVISIONS SET FORTH IN
SECTION 14.2 OF THE ASSET PURCHASE AGREEMENT SHALL OCCUR, THEN
PANFILE WILL KEEP AND OBSERVE THE SAME WITHIN THE TIME AND ON
THE TERMS THAT JASON IV AGREED TO KEEP AND PERFORM SUCH TERMS OR
COVENANTS, AND ON PANFILE'S FAILURE TO SO KEEP AND PERFORM SUCH
TERMS OR COVENANTS, IN ADDITION TO ALL OTHER REMEDIES PROVIDED
HEREUNDER, UNDER THE NOTES, OR THE ASSET PURCHASE AGREEMENT, OR
ANY OTHER DOCUMENTS EVIDENCING OR SECURING INDEBTEDNESS OF JASON
IV TO AERO, OR, AT LAW OR EQUITY, AND WITHOUT PRIOR NOTICE,
PANFILE AUTHORIZES AND EMPOWERS THE PROTHONOTARY, CLERK OR ANY
ATTORNEY OF ANY COURT OF RECORD WITHIN THE COMMONWEALTH OF
PENNSYLVANIA, THE UNITED STATES OR ELSEWHERE TO APPEAR FOR AND
CONFESS JUDGMENT AGAINST HIM IN FAVOR OF AERO, ITS SUCCESSORS OR
ASSIGNS, FOR SUCH SUMS AS SHALL HAVE BECOME DUE UNDER THIS
GUARANTY, TOGETHER WITH ATTORNEYS' COMMISSION OF FIVE PERCENT
(5%) FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE
THOUSAND DOLLARS ($5,000.00), WITH OR WITHOUT DECLARATION FILED,
WITH INTEREST AND COSTS OF SUIT, RELEASE OF ERROR, WITHOUT STAY
OF EXECUTION ON WHICH REAL OR PERSONAL PROPERTY MAY BE SOLD
WITHOUT DELAY AS PROVIDED BY LAW OF THE RULES OF CIVIL PROCEDURE
GOVERNING THE ENFORCEMENT OF JUDGMENTS, AND PANFILE WAIVES THE
RIGHT OF INQUISITION OF ANY REAL ESTATE THAT MAY BE LEVIED ON TO
COLLECT THE AMOUNT DUE UNDER A JUDGMENT OBTAINED BY VIRTUE
HEREOF, AND DOES HEREBY VOLUNTARILY CONDEMN THE SAME, AND
AUTHORIZES THE PROTHONOTARY OR CLERK TO ENTER THE WRIT OF
EXECUTION OF SAID VOLUNTARY CONDEMNATION, AND AGREES THAT SAID
REAL ESTATE MAY BE SOLD ON A WRIT OF EXECUTION; AND ALSO WAIVES
AND RELEASES ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY,
EXEMPTION OR HOMESTEAD LAWS OF ANY STATE, NOW IN FORCE OR
ENACTED IN THE FUTURE.  IF A TRUE COPY OF THIS GUARANTY SHALL BE
FILED IN ANY SUCH ACTION, VERIFIED BY AFFIDAVIT OF THE HOLDER OF
THIS GUARANTY, OR SOMEONE ACTING ON THE HOLDER'S BEHALF, IT WILL
NOT BE NECESSARY TO FILE THE ORIGINAL GUARANTY AS A WARRANT OF
ATTORNEY, ANY RULE OF COURT TO THE CONTRARY NOTWITHSTANDING.  NO
SINGLE EXERCISE OF THE FOREGOING WARRANT AND POWER TO CONFESS
JUDGMENT SHALL BE DEEMED TO EXHAUST THE POWER, BUT IT SHALL
CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME AS
OFTEN AS AERO SHALL ELECT, UNTIL ALL SUMS PAYABLE BY PANFILE
HAVE BEEN PAID IN FULL.

        THE PRECEDING PARAGRAPH SETS FORTH A WARRANT OF AUTHORITY
FOR AN ATTORNEY, PROTHONOTARY OR CLERK TO CONFESS JUDGMENT
AGAINST PANFILE.  IN GRANTING THIS WARRANT OF ATTORNEY TO
CONFESS JUDGMENT, PANFILE HEREBY KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY, AND, AFTER CONSULTATION WITH LEGAL COUNSEL OF HIS
OWN CHOOSING, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS HE HAS
OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER
THE CONSTITUTIONS AND LAWS OF THE UNITED STATES OF AMERICA, THE
STATE OF LOUISIANA, AND ALL OTHER APPLICABLE JURISDICTIONS.

        PANFILE UNDERSTANDS THE MEANING AND EFFECT OF THE WARRANT
OF ATTORNEY TO CONFESS JUDGMENT CONTAINED IN THE FOREGOING
PARAGRAPHS.  SPECIFICALLY, PANFILE UNDERSTANDS, AMONG OTHER
THINGS, THAT (i) PANFILE IS RELINQUISHING THE RIGHT TO HAVE
NOTICE EXCEPT AS EXPRESSLY PROVIDED HEREIN, AN OPPORTUNITY TO BE
HEARD, AND THE RIGHT TO HAVE THE BURDEN OF PROOF OF DEFAULT REST
ON AERO PRIOR TO THE ENTRY OF JUDGMENT, (ii) THE ENTRY OF
JUDGMENT MAY RESULT IN A LIEN ON PANFILE'S PROPERTY, (iii)
PANFILE'S PROPERTY MAY BE TAKEN TO PAY THE PRINCIPAL AMOUNT,
INTEREST, LATE CHARGES, COSTS AND ATTORNEYS' FEES AS PROVIDED
ABOVE.

        TO THE EXTENT PERMITTED BY LAW, ACTING UNDER REPRESENTATION
OF COUNSEL, PANFILE HEREBY IRREVOCABLY WAIVES ANY DUE PROCESS
RIGHTS TO PREJUDGMENT NOTICE AND HEARING AND/OR POST-SEIZURE
RELIEF ARISING IN CONNECTION WITH, OR IN ANY WAY RELATED TO,
AERO'S RIGHT TO CONFESS JUDGMENT AGAINST PANFILE AS HEREIN
PROVIDED, AND PANFILE ACKNOWLEDGES AND UNDERSTANDS THAT BY
WAIVING THESE RIGHTS, PANFILE HAS CONSENTED TO ALLOW AERO TO
ENTER A COURT JUDGMENT AGAINST PANFILE AND TO SEIZE PANFILE'S
PROPERTY WITHOUT PRIOR NOTICE OR HEARING IN ORDER TO SATISFY THE
OBLIGATIONS OWED BY PANFILE TO AERO.
  
        PANFILE HEREBY KNOWINGLY AND IRREVOCABLY WAIVES TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE, OR OTHERWISE
INVOLVING, THIS GUARANTY.  PANFILE FURTHER IRREVOCABLY CONSENTS
TO THE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT
SITTING IN OR FOR BUCKS COUNTY, PENNSYLVANIA.

        24.     Consent to Jurisdiction.  Panfile hereby irrevocably
submits to the jurisdiction of the federal and state courts
sitting in or for Bucks County, Pennsylvania.

        25.     Panfile Represented by Counsel.  Panfile has been
represented in the signing of this Guaranty, and in the making
of all waivers, consents, agreements and covenants herein
contained, by independent legal counsel, selected by Panfile. 
Panfile has had the opportunity to discuss this Guaranty, and
all waivers, consents, agreements and covenants herein
contained, with such counsel, and Panfile understands the
significance and the consequences thereof, and acknowledges the
reasonableness of the same.

        26.     Cumulative Rights and Remedies.  All rights and
remedies afforded to Aero by reason of this Guaranty, the Notes
and the Asset Purchase Agreement, or by law are separate and
cumulative and the exercise of one shall not in any way limit or
prejudice the exercise of any other such rights or remedies.  No
delay or omission by Aero in exercising any such right or remedy
shall operate as a waiver thereof.  No waiver of any rights and
remedies hereunder, and no modification or amendment hereof,
shall be deemed made by Aero unless in writing and duly signed
by an authorized officer of Aero.  Any such written waiver shall
apply only to the particular instance specified therein and
shall not impair the further exercise of such right or remedy or
of any other right or remedy of Aero and no single or partial
exercise of any right or remedy hereunder shall preclude other
or further exercise thereof or any other right or remedy.

        27.     Miscellaneous Provisions.  The following miscellaneous
provisions are a part of this Guaranty:

                (a)     Amendment.  No amendment, modification, consent
or waiver of any provision of this Guaranty, and no consent to
any departure by Panfile therefrom, shall be effective unless
the same shall be in writing signed by Panfile and a duly autho-
rized officer of Aero, and then shall be effective only as to
the specific instance and for the specific purpose for which
given.

                (b)     Caption Headings.  Caption headings of the sec-
tions of this Guaranty are for convenience purposes only and are
not to be used to interpret or to define the provisions hereof. 


                (c)     Gender and Form.  In this Guaranty, whenever the
context so requires, the reference to any gender applies to all
genders, and the singular includes the plural and the plural
includes the singular.

                (d)     Governing Law.  This Guaranty shall be governed
and construed in accordance with the substantive law of the
Commonwealth of Pennsylvania, including its statutes of
limitation but without regard to its rules concerning conflict
of laws.

                (e)     Severability.  If any provision of this Guaranty
is held to be illegal, invalid or unenforceable under present or
future laws during the effectiveness of this Guaranty, such
provision shall be fully severable; and, this Guaranty shall be
construed and enforceable as if the illegal, invalid or
unenforceable provision had never comprised a part of it, and
the remaining provisions of this Guaranty shall remain in full
force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. 
Further, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as a part of this
Guaranty, a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and legal,
valid and enforceable.

                (f)     Successors and Assigns.  This Guaranty shall
inure to the benefit of, and be enforceable by, Aero and its
successors and assigns, and shall be binding on, and enforceable
against, Panfile and Panfile's successors and assigns.

PANFILE ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS AND TO HAVING BEEN REPRESENTED
BY COUNSEL IN THE REVIEW OF ITS TERMS.  IN ADDITION, PANFILE
UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE ON PANFILE'S
EXECUTION AND DELIVERY OF THIS GUARANTY TO AERO AND THAT THIS
GUARANTY WILL CONTINUE UNTIL TERMINATED.  NO FORMAL ACCEPTANCE
BY AERO IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. 


        IN WITNESS WHEREOF, the undersigned Panfile, intending to
be legally bound hereby, has executed this Guaranty as of the
date first above written.




Kerry Wilt                  Orlando E. Panfile                          
Witness                  Orlando E. Panfile