(10.73)         Promissory Note from Jason IV Aviation, Inc. to the
                Company dated April 1, 1996.

                                            PROMISSORY NOTE

$500,000                     April 1, 1996

        FOR VALUE RECEIVED, Jason IV Aviation, Inc., a Louisiana
corporation (the "Maker"), promises to pay to the order of Aero
Services International, Inc. a Louisiana corporation (together
with its successors and assigns and any other transferee or
successor then becoming holder of this Note, "Payee"), in lawful
money of the United States of America at the principal office of
Payee at 660 Newtown-Yardley Road, Newtown, Pennsylvania  18940,
or at such other place as Payee may from time to time designate
by written notice to Maker, Five Hundred Thousand Dollars
($500,000) together with all interest, fees, costs and penalties
thereon, as follows:

        1.      Agreement.  This Note is the B Note issued pursuant
to, and is payable in accordance with, that certain Asset
Purchase Agreement by and among Maker and Payee dated May 7,
1996, with an effective date as of February 1, 1996 (the
"Agreement").  Any capitalized term used in this Note but not
defined herein shall have the meaning ascribed to such term in
the Agreement.  The terms, covenants, conditions, provisions,
stipulations and agreements of the Agreement are incorporated
herein by reference, and are hereby made a part of this Note to
the same extent and with the same effect as if they were fully
set forth herein, and Maker hereby covenants to abide by and to
comply with each and every term, covenant, provision,
stipulation, promise, agreement and condition set forth in this
Note and in the Agreement.  The holder of this Note is entitled
to the benefits of the Agreement to which reference is hereby
made for a statement of the terms and conditions under which
this Note is issued and may enforce the agreements of Maker
contained therein and exercise remedies provided for thereby or
otherwise available in respect thereof.

        2.      Interest.  Commencing as of the date hereof and
continuing until repayment in full of all sums due hereunder,
the unpaid principal sum of this Note shall bear interest at the
rate of nine percent (9%) per annum (the "Interest Rate"). 
Interest shall accrue daily.  All computations of interest
hereunder shall be made on the basis of a year of 360 days, for
the actual number of days occurring in the period for which such
interest is payable (including the first day but excluding the
last day).  

        3.      Payments and Maturity.  The entire outstanding
principal sum under this Note, together with accrued but unpaid
interest, fees, costs and expenses, shall be due and payable on
the earliest to occur of (a) March 31, 1999, (b) Maker's sale,
transfer, assignment or disposal, in whole or in part, of the
Consolidated Operations (as defined in the Agreement) except in
accordance with Section 11.2 or the Agreement, or (c) the
issuance, sale, transfer or assignment of shares of Maker's
stock resulting in a transfer of ownership or change in control
of Maker, unless otherwise accelerated by Payee (the "Maturity
Date").  Accrued interest on the outstanding principal sum of
this Note shall be payable monthly in arrears, and shall be due
and payable on the first (1st) day of each month, commencing on
May 1, 1996.  All unpaid principal, accumulated interest and any
fees or charges owed to Payee shall be payable in full on the
Maturity Date.

        4.      Prepayment.  Maker shall have the right, at any time,
to prepay the outstanding principal amount of this Note, in
whole or in part from time to time (without premium or penalty). 


        5.      Late Charges and Default Interest.  Any payment of
principal or interest not paid when due, which default is not
cured within ten (10) days after written notice thereof from
Payee, shall result in a late charge in the amount of five
percent (5%) of the payment so due.  The assessment or
collection of such charge shall not be construed as a waiver by
Payee of any default occasioned by the failure of Maker to make
such payment when due.  During the continuance of an Event of
Default (as hereinafter defined), interest shall accrue on the
outstanding principal sum of this Note at the rate of twelve
percent (12%) per annum (the "Default Interest Rate").

        6.      Application of Payments.  Each and all of the payments
made hereunder shall be applied first to expenses and costs
incurred by Payee and for which Maker is responsible; second, to
any accrued and unpaid fees; third, to accrued and unpaid
interest hereunder, if any; and, fourth, to the principal
balance of this Note.

        7.      Security.  Payment of this Note is secured in
accordance with the Agreement, including the security interests
and liens granted pursuant thereto or otherwise in connection
therewith and any other assignments and conveyances made from
time to time pursuant to the Agreement.

        8.      Event of Default.  If Maker fails in any way to
perform its obligations or covenants under this Note, the A Note
(as defined in the Agreement), the Agreement, or any other
instrument, document or agreement executed by Maker pursuant to
or in otherwise in connection with the Agreement,  or fails to
make any payment when due under this Note or the A Note, which
default is not cured within twenty (20) days after written
notice thereof from Payee (an "Event of Default"), then, Payee,
at its option and without further notice to Maker, may declare
immediately due and payable the entire unpaid principal sum due
hereunder (with interest to accrue thereafter at the Default
Interest Rate), and all other charges and sums due by Maker
under this Note of the Agreement; and payment thereof may be
enforced and recovered in whole or in part at any time by one or
more of the remedies provided to Payee in the Agreement, or at
law or equity.  In such case Payee may also recover all costs of
suit and other expenses in connection therewith, together with
an attorneys' commission, for collection, of five percent (5%)
of the total amount then due by Maker to Payee, together with
interest on any judgment obtained by Payee at the Default Inter-
est Rate.  Payee may exercise this option to accelerate during
any default by Maker regardless of any prior forbearance. 

        9.      Confession of Judgment.  MAKER DOES HEREBY IRREVOCABLY
AUTHORIZE AND EMPOWER ANY ATTORNEY OF COURT OF RECORD OF PENNSYLVANIA
OR ELSEWHERE TO, ON THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER THIS NOTE,
APPEAR FOR AND ENTER JUDGMENT AGAINST IT FOR THE UNPAID PRINCIPAL SUM DUE
HEREUNDER, TOGETHER WITH ALL ACCRUED AND UNPAID INTEREST, IF ANY, AND ALL
OTHER CHARGES OR SUMS DUE HEREUNDER, TOGETHER WITH ATTORNEYS' COMMIS-
SION OF FIVE PERCENT (5%) FOR COLLECTION, WITH OR WITHOUT DECLARATION, WITH
COSTS OF SUIT, RELEASE OF ERRORS, WITHOUT STAY OF EXECUTION; AND MAKER ALSO
WAIVES THE RIGHT OF INQUISITION ON ANY REAL ESTATE THAT MAY BE LEVIED UPON
TO COLLECT THE NOTE, AND DOES HEREBY VOLUNTARILY CONDEMN THE SAME, AND
AUTHORIZE THE PROTHONOTARY TO ENTER UPON THE WRIT OF EXECUTION SAID
VOLUNTARY CONDEMNATION; AND FURTHER AGREES THAT SAID REAL ESTATE MAY BE
SOLD ON A WRIT OF EXECUTION, AND MAKER HEREBY WAIVES AND RELEASES ALL
RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OF EXEMPTION LAWS OF ANY STATE
NOW IN FORCE OR HEREINAFTER TO BE PASSED.  IF COPIES OF THIS NOTE, VERIFIED BY
AFFIDAVIT OF THE HOLDER HEREOF OR SOMEONE ON THE HOLDER'S BEHALF, HAS BEEN
FILED IN SUCH ACTION, IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL OF THIS
NOTE AS A WARRANT OF ATTORNEY.  THE AUTHORITY AND POWER TO APPEAR FOR AND
ENTER JUDGMENT AGAINST MAKER WILL NOT BE EXHAUSTED BY THE INITIAL EXERCISE
OF THE AUTHORIZED POWER, AND THE POWER MAY BE EXERCISED FROM TIME TO TIME
AS OFTEN AS THE HOLDER DEEMS NECESSARY OR DESIRABLE; AND THIS INSTRUMENT
WILL BE A SUFFICIENT WARRANT.

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

        MAKER UNDERSTANDS THE MEANING AND EFFECT OF THE WARRANT OF
AUTHORITY TO CONFESS JUDGMENT CONTAINED IN THE FOREGOING PARAGRAPHS. 
SPECIFICALLY, MAKER UNDERSTANDS, AMONG OTHER THINGS, THAT (i) MAKER IS
RELINQUISHING THE RIGHT TO HAVE NOTICE, AN OPPORTUNITY TO BE HEARD, AND THE
RIGHT TO HAVE THE BURDEN OF PROOF OF DEFAULT REST ON PAYEE PRIOR TO THE
ENTRY OF JUDGMENT, (ii) THE ENTRY OF JUDGMENT MAY RESULT IN A LIEN ON
MAKER'S PROPERTY, (iii) MAKER'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, MAKER 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, PAYEE'S RIGHT TO CONFESS
JUDGMENT AGAINST MAKER AS HEREIN PROVIDED, AND MAKER ACKNOWLEDGES AND
UNDERSTANDS THAT BY WAIVING THESE RIGHTS, MAKER HAS CONSENTED TO ALLOW
PAYEE TO ENTER A COURT JUDGMENT AGAINST MAKER AND TO SEIZE MAKER'S
PROPERTY WITHOUT PRIOR NOTICE OR HEARING IN ORDER TO SATISFY THE
OBLIGATIONS OWED BY MAKER TO PAYEE.
  
        MAKER HEREBY KNOWINGLY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE, OR OTHERWISE INVOLVING, THIS NOTE.  FOR
THE PURPOSES OF A CONFESSED JUDGMENT UNDER THIS NOTE, MAKER FURTHER
IRREVOCABLY CONSENTS TO THE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL
COURT SITTING IN OR FOR BUCKS COUNTY, PENNSYLVANIA.

        10.     Cumulation of Remedies.  The remedies of Payee as
provided hereunder and under the Agreement and any other
document, instrument or agreement executed by Maker in
connection herewith or therewith, together with all other
remedies provided at law or equity, shall be cumulative and
concurrent, and may be pursued singly, successively or together
at the sole discretion of Payee, and may be exercised as often
as occasion therefor shall occur; and the failure to exercise
any such right or remedy shall in no event be construed as a
waiver or release thereof.

        11.     Waiver and Release.  To the extent permitted by law,
Maker hereby waives and releases all errors, defects and
imperfections in any proceedings instituted by Payee under the
terms hereof or of the Loan Agreement, as well as all benefit
that might accrue to Maker by virtue of any present or future
laws exempting any property, or any part of the proceeds arising
from any sale of any property, from attachment, levy or sale
under execution, or providing for any stay of execution, exemp-
tion from civil process, or extension of time for payment; and
maker agrees that any property that may be levied against
pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued thereon, may be sold on any such writ in whole
or in part in any order desired by Payee.

        Maker and all endorsers, sureties and guarantors, hereby
jointly and severally waive presentment for payment, demand,
notice of demand, notice of non-payment or dishonor, protest and
notice of protest of this Note, and all other notices in connec-
tion with the delivery, acceptance, performance, default or
enforcement of the payment of this Note, and they agree that the
liability of each of them shall be unconditional, without regard
to the liability of any other party, and shall not be affected
in any manner by an indulgence, extension of time, renewal,
waiver or modification granted or consented to by Payee.  Maker
and all endorsers, sureties and guarantors consent to any and
all extensions of time, renewals, waivers, or modifications that
may be granted by Payee with respect to the payment or other
provisions of this Note, and to the release of collateral or any
part thereof, with or without substitution, and agree that
additional makers, endorsers, guarantors, or sureties may become
parties hereto without notice to them or affecting their
liability hereunder.

        Payee shall not be deemed, by any act of omission or
commission, to have waived any of its rights or remedies
hereunder unless such waiver is in writing and signed by Payee,
and then only to the extent specifically set forth in the
writing.  A waiver on one event shall not be construed as
continuing or as a bar to or waiver of any right or remedy to a
subsequent event.

        12.     Governing Law.  This instrument shall be governed by
and construed according to the laws of the Commonwealth of
Pennsylvania, including its statutes or limitation but without
regard to its rules governing conflict of laws.

        13.     Jurisdiction and Venue.  Maker consents to the juris-
diction and venue of the Federal and State Courts sitting in or
for Bucks County, Pennsylvania in any action on, related to, or
mentioning this Note.

        14.     Captions.  The captions or headings used herein are
for the convenience of reference only and shall not be deemed to
define, limit or describe the scope or intent of this Note.

        15.     Partial Invalidity.  In the event that any provision
of this Note (or any part of any provision) is held by a court
of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provisions (or
remaining parts of the affected provision) of this Note; but
this Note shall be construed as if such invalid, illegal, or
unenforceable provision had not been contained herein, but only
to the extent it is invalid, illegal, or unenforceable.

        16.     Maximum Rate of Interest.  It is not intended by this
Note to charge interest at a rate in excess of the maximum rate
of interest permitted to be charged to Maker under applicable
law, but if, notwithstanding, interest in excess of the maximum
rate shall be paid under this Note, the excess shall be retained
by Payee and applied to reduce the principal sum outstanding, or
returned to Maker. 

        17.     Pronouns and Form.  Whenever used, the singular number
shall include the plural, the plural the singular, and the use
of any gender shall be applicable to all genders, and words
"Payee" and "Maker" shall be deemed to include their respective
successors and assigns.

        IN WITNESS WHEREOF, intending to be legally bound Maker has
caused this Note to be executed and delivered on the date first
above written.

                                      JASON IV AVIATION, INC.

Kerry Wilt                           By:    Orlando E. Panfile                
Secretary                            Orlando E. Panfile
                                     Its:    President