Unassociated Document


     

    Exhibit
      10.2

     

    FIRST
      AMENDMENT
      dated as
      of this 31st
      day of
      October, 2006 (this “Amendment”) by and between FBO Air, Inc., a Nevada
      corporation (the “Company”), and Jeffrey M. Trenk (the “Executive”) to the
      Employment Agreement dated as of April 1, 2005 (the “Employment Agreement”) by
      and between the Company and the Executive.

    


    RECITAL

    


    WHEREAS,
      the
      Company and the Executive have heretofore executed and delivered the Employment
      Agreement and the parties hereto now each desire to terminate the Employment
      Agreement upon the terms and conditions set forth in this
      Amendment;

    


    NOW,
      THEREFORE,
      in
      consideration of the agreements and commitments set forth in this Amendment,
      the
      parties hereto agree as follows:

    


    1. All
      capitalized terms used herein and not otherwise defined shall have the meanings
      ascribed thereto in the Employment Agreement.

    


    2. The
      Employment Agreement is hereby terminated effective as of October 31, 2006
      (the
“Effective Date”) except as provided herein.

    


    3. The
      Executive resigns as a director and the Executive Vice President for Business
      Development of the Company effective as of the Effective Date.

    


    4. The
      Company shall, not later than ten Business Days after the date of this
      Amendment, pay to the Executive any Base Salary (including for any accrued
      vacation time) accrued and unpaid through the Effective Date and, upon
      presentation of appropriate documentation in accordance with the policies of
      the
      Company applicable to its executive officers, the Executive’s business-related
      expenses incurred through the Effective Date. The term “Business Day” shall mean
      any day other than Saturday, Sunday or any day on which commercial banks are
      closed in the City and State of New York.

    


    5. The
      Company shall, not later than ten Business Days after the date of this
      Amendment, pay to the Executive $81,000, subject, as applicable, to normal
      withholding taxes and deductions. Upon payment of the amounts specified in
      Sections 4 and 5 of this Amendment, the Executive agrees that he has no further
      claims for monetary compensation from the Company (or any subsidiary thereof),
      whether for Base Salary, incentive bonus, vacation pay, severance pay or any
      other type of monetary compensation or reimbursement for expenses pursuant
      to
      the Employment Agreement or otherwise.

    


    6. The
      Executive shall not sell or otherwise transfer any shares of the Common Stock,
      whether now owned or subsequently acquired through the exercise of a stock
      option, during the period commencing on the Effective Date and expiring on
      October 30, 2007; provided, however, that the prohibition in this Section 6
      shall (a) cease, terminate and have no effect upon (i) a change in his marital
      status with Ruth Trenk or (ii) the sale by any director or executive officer
      of
      the Company of shares of the Common Stock and (b) not be applicable to any
      transfer pursuant to a legal commitment made by the Executive prior to the
      Effective Date.

    


    7. The
      Executive shall comply with subsection 7(c) of the Employment Agreement relating
      to return of memoranda, notes, etc.; provided, however, that the Executive
      may
      keep the Company’s laptop computer which he has been using and may continue to
      use the Company’s office space in Scottsdale, Arizona until December 15,
      2006.


    
      
        
        

      

      
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    8. The
      Executive shall continue to comply with subsections (a), (b) and (f) of Section
      7 of the Employment Agreement relating to no solicitation, confidentiality
      and
      cooperation, respectively, during the respective period specified in each such
      subsection and the Company shall compensate the Executive for his cooperation
      on
      a reasonable basis as provided in subsection (f). The Company hereby waives
      any
      requirement that the Executive continue to comply with subsection 7(d) of the
      Employment Agreement relating to no competition by the Executive during the
      Non-Competition Period and he may engage in any business, or own an equity
      interest in any entity, even if it would have been in violation of subsection
      7(c) prior to this Amendment. Subsections (g) and (h) of Section 7 of the
      Employment Agreement shall continue in effect insofar as they relate to
      subsections (a) and (b) of Section 7 so long as such subsections (a) and (b)
      are
      applicable.

    


    9. Section
      8
      of the Employment Agreement relating to indemnification of the Executive shall
      remain in effect until the expiration of any applicable statute of
      limitations.

    


    10. Any
      notice to be delivered pursuant to this Amendment shall be delivered in
      accordance with subsection 9(d) of the Employment Agreement.

    


    11. Subsections
      (b) and (h) of Section 9 of the Employment Agreement relating to severability
      of
      provisions and disputes, respectively, shall be applicable to this
      Amendment.

    


    12. This
      Amendment, as was the Employment Agreement, shall be governed by, and construed
      in accordance with, the laws of the State of New York, without giving effect
      to
      any principles of conflicts of laws.

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the date first
      mentioned.

    


    
      	 	
              FBO
                AIR, INC.

            
	 	 
	 	
              By:/s/
                Ronald J. Ricciardi

            
	 	
              Name:
                Ronald J. Ricciardi

            
	 	
              Title:
                President and Chief Executive Officer

            
	 	 
	 	
                        /s/
                Jeffrey M.
                Trenk       

            
	 	
              Jeffrey
                M. Trenk

            


    

    


    Each
      of
      the undersigned, being the wife of the Executive and her daughter, hereby agrees
      to comply with Section 6 of the foregoing Amendment with respect to her
      shares of the Common Stock as if she was the Executive so long as Section 6
      shall be applicable to the Executive.

    


    
      	 	
                       /s/
                Ruth
                Trenk                  

            
	 	
                
                Ruth Trenk

            
	 	 
	 	
                      /s/
                Jaime
                Levine                 

            
	 	
               Jaime
                Levine

            


    

     

    
 

    
      
        
        

      

      
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