(10.74)         Security Agreement between Aero Services
                International, Inc. and Jason IV Aviation, Inc. dated
                May 10, 1996.

                                          SECURITY AGREEMENT

        THIS SECURITY AGREEMENT (this "Security Agreement") is made
and entered into as of this 10th day of May, 1996, by and
between JASON IV AVIATION, INC., a Louisiana corporation
("Debtor") and AERO SERVICES INTERNATIONAL, INC., a Louisiana
corporation (the "Secured Party").

                                         W I T N E S S E T H:

        WHEREAS, as of even date herewith, Debtor, the Secured
Party and Orlando E. Panfile have entered into that certain
Asset Purchase Agreement (the "Agreement"), pursuant to which
the Secured Party has agreed to sell, transfer and assign
certain rights and assets to Debtor, as more particularly
described in the Agreement; and

        WHEREAS, in accordance with the Agreement, Debtor has
executed and delivered to the Secured Party (i) that certain
promissory note, dated April 1, 1996, in the original principal
amount of One Hundred Thousand Dollars ($100,000) (the "A
Note"), and (ii) that certain promissory note, dated April 1,
1996, 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 Agreement, may, hereinafter, be
referred to as the "Notes"; and

        WHEREAS, as a condition for entering into the Agreement and
accepting the Notes in accordance therewith, the Secured Party
has required that Debtor execute and deliver this Security
Agreement; 

        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.      Definitions.  Capitalized terms used in this Security
Agreement but not otherwise defined herein shall have the
meanings ascribed thereto in the Agreement.  In addition, the
following terms shall have the meanings set forth below:

                "Accounts" means any right to payment for goods sold
or leased or for services rendered which is not evidenced by an
Instrument or Chattel Paper, whether or not it has been earned
by performance, including but not limited to accounts receivable
and contract rights.  Without limiting the foregoing, Accounts
shall include all "accounts" as defined in the Uniform
Commercial Code as in effect from time to time in the State of
Louisiana ("UCC").

                "Accounts Receivable" means all Debtors present or
future Accounts, accounts receivable, other receivables,
contract rights, Chattel Paper, notes, cash, cash equivalents,
rights under letters of credit, Instruments and Documents, and
all proceeds thereof, together with all Instruments, all
Documents representing any of the foregoing, all rights in any
merchandise or goods which any of the same may represent, and
all right, title, security and guaranties with respect to each
Account Receivable, including any right of stoppage in transit.

                "Chattel Paper" means any writing or writings which
evidence both a monetary obligation and a security interest in
or a lease of specific goods.  Without limiting the foregoing,
Chattel Paper shall include all "chattel paper" as defined in
the UCC.

                "Documents"  means "documents of title" as defined in
Section 1-201 of the UCC, and receipts of the kind described in
Subsection (2) of Section 7-201 of the UCC.

                "Equipment" means all now owned or hereafter acquired
goods which are used or bought for use by the Debtor in its
business, including but not limited to equipment, tools,
tooling, machinery, furniture and fixtures, vehicles and trade
fixtures and all parts, instruments, accessories, alterations,
modifications, replacements, additions, tools, supplies,
operating manuals and improvements intended to be used on or in
connection with the foregoing.  Without limiting the foregoing,
Equipment shall include all "equipment" as defined in the UCC.

                "Fixtures" means all present and future fixtures,
goods, inventory, machinery and Equipment, including but not
limited to fittings, appliances, furniture, apparatus, chattels,
building materials and articles of personal property of every
kind and character, together with any renewals, replacements and
substitutions thereof, and additions and accessions thereto,
which now or in the future become affixed to or attached to or
placed upon or used in any way in connection with the New
Orleans FBO (as defined in the Agreement), together with all
right, title and interest of the Secured Party in and to any and
all deposits made under any conditional bill of sale, chattel
mortgage or security interest to which any Fixtures are or shall
be subject, and all deposits made thereunder, together with the
benefit of any payments now or hereafter made thereon.  In
addition, the term "Fixtures" includes all right, title and
interest of Debtor as lessee under any and all leases relating
to any Fixtures, together with any options to purchase the
Fixtures which are subject to such leases and together with the
benefit of any payments at any time made on such leases.

                "General Intangibles" means any present or future
personal property of Debtor (including things in action) other
than tangible personal property, goods, Accounts, Accounts
Receivable, Chattel Paper, Documents, Equipment, Instruments,
and money, including but not limited to leases, rents generated
from all real property owned or leased by Debtor, tax refunds
and rights to receive tax refunds, certificates and policies of
insurance and insurance proceeds, patents and patent
applications, copyrights, licenses, federal and state
trademarks, and goodwill associated therewith, trade names,
service marks and names, logos, goodwill, customer lists, causes
of action, judgments, rights of indemnification, contribution
and subrogation, rights against suppliers or manufacturers,
royalties, computer programs, tapes and software, designs,
blueprints, plans and know how.  Without limiting the foregoing,
General Intangibles shall include all "general intangibles" as
defined in the UCC.

                "Instruments" means negotiable instruments (as defined
in Section 3-104 of the UCC) or certificated securities (as
defined in Section 8-102 of the UCC) or any other writings which
evidence a right to the payment of money and are not themselves
security agreements or leases and are of the type which are in
the ordinary course of business transferred by delivery with any
necessary endorsement or assignment.  Without limiting the
foregoing, Instruments shall include all "instruments" as
defined in the UCC.

                "Inventory" means any and all present and future
goods, merchandise and other personal property, including,
without limitation, goods in transit, of Debtor, which are or
may at any time be held for sale or lease, furnished or to be
furnished under any contract of service, or held as raw
materials, work in process, finished goods, supplies or
materials which are used or consumed in connection with Debtor's
business, and any present and future property of Debtor, the
sale or other disposition of which has given rise to an Account
Receivable and which has been returned to or repossessed or
stopped in transit by Debtor, and the products of any such
goods, merchandise and other personal property.  Without
limiting the foregoing, Inventory shall include all "inventory"
as defined in the UCC.

                "Proceeds" means all proceeds of Accounts, Accounts
Receivable, Chattel Paper, Documents, Equipment, General
Intangibles, Instruments and Inventory, including but not
limited to the following:

                a.      All returned or repossessed goods arising from,
                        or relating to, any sale or other disposition of
                        any of the foregoing;

                b.      All components, accessories, additions,
                        attachments, appurtenances and improvements,
                        pertaining or attached to any of the foregoing;

                c.      All substitutions, renewals, and replacements of
                        or to any of the foregoing;

                d.      All books, records, computer software, disks or
                        tapes of or relating to any of the foregoing;
                        and

                e.      All cash and non-cash proceeds and products,
                        whether immediate or remote, of or relating to
                        any of the foregoing.

        Without limiting the above, Proceeds shall include all
"proceeds" as defined in the UCC.

        2.      Effectiveness and Priority.  This Security Agreement
shall be effective on the first to occur of (i) the date on
which a Senior Lender has provided financing to Purchaser as
contemplated in the Agreement, (ii) the date on which Gulf Coast
Bank has consented to the granting by Debtor to the Secured
Party of a second priority security interest in all of Debtor's
tangible and intangible personal property, or (iii) the one
hundred twentieth (120th) day after the Closing (as defined in
the Agreement).  On the effectiveness of this Security
Agreement, pursuant to the security interest granted hereunder,
the Secured Party shall have a security interest in all of
Debtor's tangible and intangible personal property subordinate
only to the security interest therein of the Senior Lender or
Gulf Coast Bank, as the case may be; provided, however that the
security interest of the Secured Party in the Purchased Assets
(as defined in the Agreement) shall, at all times, be superior
to the security interest therein of Gulf Coast Bank, and under
no circumstances shall Gulf Coast Bank be granted, and under no
circumstances shall there be deemed to exist in favor of Gulf
Coast Bank, a security interest in the Purchased Assets senior
in priority to the Secured Party's security interest in the
Purchased Assets.

        3.      Grant of Security Interest.  To secure the prompt
repayment of all amounts due under the Agreement and the Notes
and the observance and performance by Debtor of all of the
conditions, obligations, covenants, promises and agreements
contained in the Agreement, the Notes, and any other instruments
or documents executed and delivered to the Secured Party in
connection with the transactions contemplated by the Agreement,
Debtor hereby grants to the Secured Party a lien and continuing
security interest in and to all of its now owned and hereafter
acquired present and future personal property and Fixtures of
every kind, nature and description, wherever located, to the
full extent of Debtor's interest therein, including but not
limited to Accounts, Accounts Receivable, Chattel Paper,
Documents, Equipment, Fixtures, General Intangibles,
Instruments, Inventory, and Proceeds of any of the foregoing,
and all books and records (including, without limitation,
customer lists, credit files, computer programs, print-outs and
other computer materials and records) of Debtor pertaining to
any of the foregoing (hereinafter, collectively, the
"Collateral").  Secured Party's security interest in the
Collateral shall at all times be subordinate only to the
security interest of the Senior Lender (as defined in the
Agreement) for indebtedness to the Senior Lender (the "Senior
Debt") not to exceed $1,500,000.00 as more particularly
described in the Agreement (the "Senior Security Interest"), or
to the Security Interest of Gulf Coast Bank (but only to the
extent provided in Section 2 hereof and Section 2.4 of the
Agreement (the "Gulf Coast Security Interest").

        This security interest in the Collateral shall secure
payment of the Notes, and shall secure performance by Debtor of
its obligations under the Agreement, the Notes, this Security
Agreement and all other documents executed between Debtor and
the Secured Party (the "Transactional Documents") (all of which
obligations are referred to as the "Obligations").

        4.      Additional Documentation.  At the Secured Party's
request, Debtor shall execute and deliver to the Secured Party,
at any time hereafter, all supplemental documentation that the
Secured Party may reasonably request to perfect the security
interests granted the Secured Party hereby, in form and
substance acceptable to the Secured Party, and pay the costs of
any recording or filing of the same.  Debtor agrees that a
carbon, photographic, or other reproduction of this Security
Agreement or of a financing statement is sufficient as a
financing statement.  Debtor, immediately on acquiring property
for which separate perfection is necessary, shall deliver to the
Secured Party any and all evidence of ownership of any such
property (including, without limitation, properly endorsed
certificates of title and applications for title and assignments
of Interstate Commerce Commission licenses) and shall take all
such action as may be necessary to perfect the Secured Party's
security interest in such property.

        5.      Inspections.  After reasonable prior notice, the
Secured Party (by any of its officers, employees or agents)
shall have the right, at any time, and from time to time during
Debtor's usual business hours, to inspect the Collateral, all
records related thereto (and to make extracts from such records)
and the premises upon which any of the Collateral is located, to
discuss Debtor's affairs and finances with any accountant,
account debtor or creditor of Debtor and to verify the amount,
quality, quantity, value and condition of, or any other matter
relating to, the Collateral.

        6.      Financing Statements.  Debtor will take all necessary
action to permit the Secured Party immediately to perfect its
lien and security in the Collateral, subject only to the Senior
Security Interest or the Gulf Coast Security Interest, as the
case may be, whether by filing UCC-1 financing statements, by
filing financing statements required by motor vehicle titling
authorities to perfect the Secured Party's security interest in
any motor vehicles which may be included in the Equipment or, at
the Secured Party's request, by showing the Secured Party as
holder of such security interest on the certificate of title for
such Equipment.  Such filings shall be in form and substance
reasonably required by the Secured Party, and Debtor will pay
all costs of recording and filing any financing, continuation or
termination statements with respect to the security interest
created by this Security Agreement, together with costs and
expenses of any lien search required by the Secured Party.

        7.      Insurance.  Debtor will maintain insurance coverage on
the Collateral in accordance with the applicable provisions of
the Agreement.

        8.      Representations and Warranties.  Debtor hereby
represents and warrants unto the Secured Party that, at the
execution hereof and during the term of this Security Agreement,
and as long as any of the Indebtedness under the Transactional
Documents remains unpaid, unless otherwise consented to in
writing by the Secured Party:

                a.      All of the representations and warranties
                        contained in the Transactional Documents are
                        true and correct.

                b.      The security interest granted to the Secured
                        Party in the Collateral shall constitute a lien
                        subject only to the Senior Security Interest or
                        the Gulf Coast Security Interest, as the case
                        may be, and Debtor is and shall be lawfully
                        possessed and the sole owner of the Collateral,
                        and are authorized to pledge, sell, consign,
                        assign, transfer and create a security interest
                        in the same.

                c.      Subject to the Senior Security Interest or the
                        Gulf Coast Security Interest, as the case may
                        be, the Collateral shall continue to be free
                        from all pledges, liens, encumbrances and
                        security interests or other claims in favor of
                        others, of any kind or character, legal or
                        equitable, except the lien and security interest
                        in favor of the Secured Party created by this
                        Security Agreement, and that Debtor will
                        warrant, and, at the Secured Party's request,
                        defend the same from all claims and demands of
                        all other persons.

                d.      The Collateral will only be used by Debtor in
                        the operation of its fixed base operations at
                        the New Orleans Lakefront Airport ("Debtor's
                        FBO"), and will not be held for sale or leased
                        to others, or otherwise disposed of by Debtor
                        except in accordance with Section 11.2 of the
                        Agreement.
                
                e.      Any guarantee, security, property or right
                        received by Debtor in connection with the
                        Collateral shall be received by it as an agent
                        of, and on behalf of, the Secured Party and will
                        be kept separate from other property of Debtor,
                        capable of identification, and will be delivered
                        and paid immediately by Debtor to the Secured
                        Party as additional security.

                f.      The offices or locations where Debtor keeps or
                        will keep the Collateral and books and records
                        concerning the Collateral are located only at
                        Debtor's FBO which location is Debtor's
                        principal place of business.  Debtor shall not
                        establish any other such office or location
                        without the Secured Party's prior written
                        consent, which consent shall not be unreasonably
                        withheld or delayed; provided, however, that in
                        no event shall any such office or location be
                        outside the United States of America or in any
                        jurisdiction which has not adopted Article 9 of
                        the Uniform Commercial Code; and provided,
                        further, that in connection with any move
                        permitted hereunder Debtor shall provide the
                        Secured Party with reasonable written notice of
                        such move (in no event later than thirty (30)
                        days before such move), along with a list of all
                        Uniform Commercial Code filings and other
                        filings or recordings which are necessary to
                        perfect a security interest in the Collateral,
                        and a reasonable opportunity (in no event fewer
                        than thirty (30) days) to perfect such interests
                        in the jurisdiction to which the office or
                        location is moved, such interests to be
                        perfected at Debtor's cost and expense.

                g.      Except for the due and proper filing of
                        financing statements on form UCC-1, and filings
                        with motor vehicle lien recording authorities,
                        no further action is required to establish and
                        perfect the lien and security interest of the
                        Secured Party in and to the Collateral.

        9.      Affirmative Covenants.  Debtor hereby covenants and
warrants unto the Secured Party that at the execution hereof and
during the term of this Security Agreement, and as long as any
of the Indebtedness under the Transactional Documents remains
unpaid, unless otherwise consented to in writing by the Secured
Party:

                a.      Debtor will comply with all of the affirmative
                        covenants set forth in the Transactional
                        Documents.

                b.      Debtor will, not later than thirty (30) days
                        after acquiring additional Collateral, promptly
                        advise the Secured Party of the type,
                        description, nature, cost and quantity thereof. 
                        Should Debtor at any time fail to advise the
                        Secured Party of any such acquisition, such
                        failure shall not affect, diminish, modify or
                        limit the Secured Party's lien or security
                        interest in all Collateral which Debtor may
                        acquire from time to time hereafter.

                c.      Debtor will, at its own cost and expense, keep
                        the Collateral in as good and substantial repair
                        as the same is when acquired, reasonable wear
                        and tear excepted.

                d.      Debtor will comply with all of the requirements
                        of law in order to preserve and perfect the
                        Secured Party's security interest in the
                        Collateral.

                e.      Debtor will promptly (and in no event later than
                        two (2) Business Days) advise the Secured Party,
                        after discovery of any new facts which, under
                        applicable law, would affect the priority of the
                        security interest granted to the Secured Party
                        by this Security Agreement.

                f.      Debtor will provide the Secured Party, promptly
                        following request therefor, timely evidence of
                        the existence of all policies of insurance
                        required by the Secured Party to be maintained
                        as provided for herein and evidence that the
                        Secured Party is named thereon as a loss payee,
                        as its interest may appear.

                g.      Debtor will notify the Secured Party immediately
                        of any information which Debtor have or may
                        receive with regard to the Collateral which
                        might in any way materially and adversely affect
                        the value of same or the rights or remedies of
                        the Secured Party in respect thereof.

                h.      Debtor will provide to Secured Party (i) any
                        notice of default by Debtor under or with
                        respect to the Senior Debt; or (ii) any notice
                        or action on the part of the Senior Lender of
                        its intent to exercise any of its rights or
                        remedies as a secured party with respect to any
                        of the Collateral.

        10.     Negative Covenants.  Debtor hereby covenants and
warrants unto the Secured Party that, at the execution hereof
and during the term of this Security Agreement, and as long as
any of the Indebtedness under the Transactional Documents
remains unpaid, Debtor shall not, without the prior written
consent of the Secured Party:

                a.      Fail to comply with any of the negative
                        covenants set forth in the Transactional
                        Documents.

                b.      Except for the Senior Security Interest or the
                        Gulf Coast Security Interest, as the case may
                        be, pledge, assign or encumber the Collateral to
                        any entity other than the Secured Party, or
                        create, suffer or permit to be created any lien
                        thereon, whether such lien is superior or
                        inferior to that of the Secured Party.

                c.      Sell, lease or have removed from Debtor's FBO
                        any Collateral or other assets except in the
                        ordinary course of business.

                d.      Allow, permit, suffer or create any lien to the
                        Senior Lender which secures indebtedness
                        exceeding $1,500,000.

                e.      Allow, permit, suffer or create any lien to Gulf
                        Coast Bank which secures indebtedness exceeding
                        Debtor's indebtedness to Gulf Coast Bank as of
                        the Closing Date.

        11.     Event of Default.  Any Event of Default under the
Notes or a default under the Agreements or any other
Transactional Documents, shall constitute an Event of Default
hereunder.  

        12.     Remedies.  On an Event of Default, and at any time
thereafter prior to its cure, Secured Party may declare all
obligations secured hereby, although otherwise unmatured and
contingent, to be immediately due and payable, without notice or
demand whatsoever.  Secured Party shall have, in addition to any
other rights and remedies contained in the Agreement and any
other document executed in connection with the Agreement, all
the rights and remedies of a secured party under the applicable
Uniform Commercial Code or other applicable law, all of which
rights and remedies shall be cumulative and nonexclusive, to the
extent permitted by law.

        On an Event of Default, and at any time thereafter prior to
its cure, Secured Party has the right (i) to enter upon the
premises of Debtor without any obligation to pay rent to Debtor,
through self-help and without judicial process, without first
obtaining a final judgment or giving Debtor notice and
opportunity for a hearing on the validity of Secured Party's
claim, or any other place or places where the Collateral is
located and kept, without such entry constituting a breach of
the peace, and to remove the Collateral therefrom to the
premises of Secured Party or any agent of Secured Party, for
such time as Secured Party may desire, effectively to collect or
liquidate the Collateral, or (ii) to require Debtor to assemble
the Collateral and make it available to Secured Party, at
Debtor's expense, at a place to be designated, in Secured
Party's sole discretion, and Debtor waives all claims of damages
due to or arising from or connected with any such taking.

        On an Event of Default, and at any time thereafter prior to
its cure, Secured Party has the right (i) to lease, sell or
otherwise dispose of all or any Collateral in its then
condition, or after any further manufacturing or processing
thereof, at public or private sale or sales, with such notice as
may be required by law (it being agreed by Debtor that, in the
absence of any contrary requirement of law, five (5) days' prior
notice of a public or private sale of Collateral shall be deemed
reasonable notice), in lots or in bulk, for cash or on credit,
all as Secured Party, in its sole discretion, may deem
advisable; (ii) to adjourn such sales from time to time with or
without notice; and (iii) to conduct such sales on Debtor's
premises or elsewhere and use Debtor's premises without charge
for such sales for such time or times as Secured Party may see
fit.  Secured Party is hereby granted a license or other right
to use, without charge, Debtor's labels, patents, copyrights,
rights of use of any name, trade secrets, trade names,
trademarks and advertising matter, or any property of a similar
nature, as it pertains to the Collateral, in advertising for
sale and selling any Collateral, and Debtor's rights under all
licenses and all franchise agreements shall inure to Secured
Party's benefit.  Secured Party shall have the right to sell,
lease or otherwise dispose of any Collateral, or any part
thereof, for cash, credit or any combination thereof, and
Secured Party may purchase all or any part of the Collateral at
public or, to the extent permitted by law, private, sale and, in
lieu of actual payment of such purchase price, may set off the
amount of such price against Debtor's obligations to Secured
Party.  Subject to the Senior Security Interest or the Gulf
Coast Security Interest, as the case may be, the proceeds
realized from the sale of any Collateral shall be applied,
first, to the reasonable costs, expenses and attorneys' fees
incurred by Secured Party for collection and for acquisition,
completion, protection, removal, storage, sale and delivery of
the Collateral; second, to interest due upon any of Debtor's
obligations to Secured Party; and, third, to the principal of
Debtor's obligations to Secured Party.  If any deficiency shall
arise, Debtor shall remain liable to Secured Party therefor.

        Secured Party shall also have the right to notify all
account debtors to pay all amounts due after an Event of Default
directly to Secured Party at the address set forth in Secured
Party's notice to such account debtors.

        In any exercise of the rights of Secured Party under this
Security Agreement, any combination or all of the Collateral may
be offered for sale for one total price, and the proceeds of any
such sale accounted for in one account without distinction
between the items of security or without assignment to them of
any proportion of such proceeds, Debtor hereby waiving the
application of any doctrine of marshalling.

        Any notice required to be given by Secured Party of a sale,
lease or other disposition of the Collateral or any other
intended action by Secured Party, given at least five (5) days
prior to such proposed action, shall constitute commercially
reasonable and fair notice thereof to Debtor.

        All remedies hereunder are cumulative and not alternative. 
The remedies set forth herein are in addition to all other
remedies available to Secured Party at law and in equity.

        13.     Attorney-in-Fact.  Debtor hereby appoints the Secured
Party as Debtor's attorney-in-fact to do any and every act which
Debtor is obligated by this Security Agreement to do, and
exercise all rights of Debtor in the Collateral and to do all
other things necessary or desirable to preserve and protect the
Collateral and to protect the Secured Party's interest in said
Collateral.  Anyone to whom the Secured Party represents its
authority and capacity to act as attorney-in-fact for Debtor
shall be entitled to rely on the Secured Party's sole
representation of such authority (without any further evidence
thereof), and Debtor agrees to hold harmless anyone taking any
action in reliance on the Secured Party's authority as Debtor's
attorney-in-fact.

        14.     Termination.  On the payment in full of all of
Debtor's Indebtedness under the Transactional Documents, this
Security Agreement shall terminate, except that all
representations and warranties of Debtor contained herein shall
survive.

        15.     Notices.  All notices, requests, demands, directions
and other communications required or permitted under the provi-
sions of this Security 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 the Debtor, to:

                Jason IV Aviation, Inc.
                4700 Airport Road
                Cincinnati, Ohio  45226
                Attn:  Mr. Ken Allison
                FAX (513) 871-1464

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

if to the Secured Party, to:

                Aero Services International, Inc.
                660 Newtown-Yardley Road
                Newtown, 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, Pennsylvania  17108-1248
                Attention:  Christopher M. Cicconi, Esquire
                Facsimile:  (717) 237-6019

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.  

        16.     Modification or Amendment.  This Security Agreement
may not be changed, amended or modified in any way nor may any
right or remedy with respect hereto be waived or released,
except by an agreement in writing signed by the party against
whom enforcement of any change, amendment, modification, waiver
or release is sought.

        17.     Rights, Remedies and Powers.  Each and every right,
remedy and power granted to the Secured Party hereunder (i)
shall be cumulative and in addition to any other right, remedy
or power held by the Secured Party or now or hereafter existing
in equity, at law, by statute or otherwise, or available to the
Secured Party under the Transactional Documents or any other
document executed in connection with the Indebtedness under the
Transactional Documents, and (ii) may be exercised independently
and as often and in such order as the Secured Party may deem
expedient.  No failure on the part of the Secured Party to
exercise, and no delay in exercising, any right hereunder shall
operate as a waiver of such right; nor shall any single or
partial exercise of any right hereunder, or under the
Transactional Documents preclude any other or further exercise
of such right or the exercise of any other right.

        18.     Successors and Assigns.  This Security Agreement shall
be binding on and inure to the benefit of the Secured Party and
Debtor and its successors and assigns, except that Debtor may
not assign or transfer any of its rights under this Security
Agreement without the prior written consent of the Secured
Party.

        19.     Illegality.  In the event that any one or more of the
provisions contained in this Security Agreement should be
invalid, illegal or unenforceable in any respect, then the
validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or
impaired thereby.

        20.     Controlling Law.  This Security Agreement shall be
construed in accordance with and governed by the substantive law
of the State of Louisiana, including its statutes of limitation
but without regard to its rules governing conflict of laws.

        21.     Consent to Jurisdiction.  Debtor hereby consents to
the jurisdiction and venue of the federal and state courts
located in, or having jurisdiction over, New Orleans, Louisiana,
in any action brought by or against Debtor, on, mentioning,
related to or connected with this Security Agreement.

        22.     Waiver of Jury Trial.  Debtor hereby knowingly waives
the right to any jury trial in any action, proceeding, or
counterclaim arising out of or in any way connected with this
Security Agreement.

        23.     Section Headings.  Section headings are inserted for
convenience only and shall not affect any construction or
interpretation of this Security Agreement.

        24.     Counterparts.  This Security Agreement may be executed
in several counterparts, each of which will be deemed to be an
original, and in each case such counterparts will constitute one
and the same instrument.

        IN WITNESS WHEREOF, the parties hereto have caused this
Security Agreement to be 
executed in their respective names as of the date hereinabove
written.


                                                         DEBTOR:
                                                         JASON IV AVIATION, INC.


Kennett L. Allison                            By:     OrlandoE Panfile  
                  
Secretary                                     Its:    President         
                            



                                           SECURED PARTY:
                                         AERO SERVICES INTERNATIONAL, INC.


B. R. Adkins                                      By:     R. T. Brant   
                      
Assistant Secretary                               Its:    Chairman & CEO