EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “ Agreement ”), dated as of September 1, 2006, is entered into among FBO Air, Inc. (the “ Company ”), and Keith P. Bleier (“ Executive ”).

WHEREAS, the Company wishes to employ Executive and Executive wishes to be employed by the Company, on the terms and conditions set forth below.

THEREFORE, the parties agree as follows:

1.   Employment Duties . During the Term (as defined in paragraph 2 below), the Company will employ Executive as Senior Vice President and Chief Financial Officer of the Company. Executive will devote substantially all of his business time and attention to the performance of his duties under this Agreement. Executive shall have the duties, rights and responsibilities normally associated with his position with the Company, together with such other reasonable duties consistent with Executive’s position and relating to the operation of the business of the Company and its affiliates as may be assigned to him from time to time by the Chairman or Chief Executive Officer of the Company or the Board of Directors of the Company. Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to the current or anticipated future business of the Company, in a manner consistent with the best interest of the Company and with his duties under this Agreement. As used herein, the term “business opportunity” shall not include business opportunities involving investment in publicly traded stocks, bonds or other securities, or other investments of a personal nature.

2.   Term .   The term of Executive’s employment under this Agreement (the “ Term ”) will begin on September 15, 2006 and will continue, subject to the termination provisions set forth in paragraph 5 below, until the third anniversary of such date; provided , however , that this Agreement will automatically renew for additional one-year periods unless either party gives written notice to the other not to extend the Term not less than 90 days prior to the then next upcoming expiration date.

3.   Salary and Bonus .

a.   Salary . During each year of the Term, Executive will receive a salary at the annual rate of $185,000 (the “ Base Salary ”), which amount shall increase by 5% on each anniversary date during the term of this Agreement. The Base Salary shall be payable in equal semi-monthly installments. The Board of Directors of the Company may increase such salary at any time and from time to time.

b.   Incentive Bonus . In addition to Base Salary, the Executive shall be entitled to an annual performance bonus payable within 120 days after the end of each year ended December 31 in an amount which shall be determined in the sole discretion of the Board of Directors taking into account such factors concerning the performance of the Company and Executive and Executive’s overall compensation level as shall be determined by the Board of Directors. The primary criteria for the amount of the performance bonus will be the operating results of the Company, which factors shall be consistent with those provided to other executives similarly situated within the Company. The amount of the performance bonus shall be determined in the sole discretion of the Board of Directors, but shall not be less than the amount provided to other similarly situated executives, and Executive shall not be entitled to any performance bonus unless and until such performance bonus is approved by the Board of Directors.

4.   Fringe Benefits . In addition to the other compensation payable pursuant to this Agreement, during the Term:

a.   Standard Benefits . Executive will be entitled to receive such fringe benefits and perquisites, including medical and life insurance, as are generally made available from time to time to senior management employees and executives of the Company and to participate in any pension, profit-sharing, stock option or similar plan or program established from time to time by the Company for the benefit of its senior management employees, provided , that such benefits, perquisites and plans shall be at the same level or better, in the aggregate, than those made available generally to similarly situated employees of the Company. Without limiting the generality of the foregoing, the Company agrees to (i) pay premium expenses on behalf of Executive and family for medical, dental and vision insurance coverage; (ii) provide an automobile allowance of $700 per month plus the cost of insurance for one vehicle; (iii) provide and pay for term life insurance insuring the life of Executive during the term of this Agreement in the amount of One Million Dollars ($1,000,000.00), with one-half (1/2) of the proceeds thereof directed to such beneficiary or beneficiaries as Executive may from time to time appoint and one-half (1/2) the proceeds thereof directed to the Company.

b.   Vacation . In addition to standard Company holidays, the Executive shall be entitled each year to a vacation of three (3) weeks, during which time his compensation shall be paid in full. Each vacation shall be taken at such time as to minimize its affect on the operations of the Company.

c.   Business Expenses . The Company will pay or reimburse Executive for all business-related expenses incurred by Executive in the course of his performance of duties under this Agreement, subject to the procedures established by the Company from time to time with respect to incurrence, substantiation, reasonableness and approval.

d.   Stock Options . Executive shall be entitled to receive an Option to purchase shares of the Company’s Common Stock, par value $0.001 per share (the “ Common Stock ”), as follows:

250,000 shares on the date hereof;

250,000 shares on the first anniversary of the date hereof; and

250,000 shares on the second anniversary of the date hereof.

The price for the initial tranche shall be $0.60 per share. The per share price for the remaining tranches will be the fair market value of the Common Stock as of the close of business on the day immediately preceding each respective grant date. Each tranche shall be vested after one year and the executive will have five years to acquire the stock from the date of vesting. So long as it may be done lawfully, the manner of acquisition of stock shall be structured as to minimize adverse tax consequences to Executive.

Additional options may be granted by Compensation Committee of the Board of Directors of the Company at its discretion.

5.   Termination of Employment .

a.   Death and Disability . Executive’s employment under this Agreement will terminate immediately upon his death and upon 30 days’ prior written notice given by the Company in the event Executive is determined to be “permanently disabled” (as defined below).

b.   For Cause . The Company may terminate Executive’s employment under this Agreement for “Cause” (as defined below), upon providing Executive 30 days’ prior written notice of termination, which notice will describe in detail the basis of such termination and will become effective on the 30th day after Executive’s receipt thereof unless Executive reasonably cures the alleged violation or other circumstance which was the basis of such termination within such 30--day notice period; provided , however , that the termination for “Cause” under subparagraphs 5(f)(ii)(B), (C), (E) or (F) thereof shall be effective immediately upon the giving of the notice of termination and may not be cured by any act or event.

c.   For Good Reason . Executive may terminate his employment under this Agreement for “Good Reason” (as defined below) upon providing the Company 30 days’ prior written notice of termination, which notice will detail the basis of such termination and will become effective on the 30th day after the Company’s receipt thereof, unless the Company cures the alleged violation or other circumstance which was the basis of such termination within such 30-day notice period.

d.   Without Cause . The Company may terminate Executive’s employment under this Agreement without “Cause” at any time upon thirty (30) days written notice to the Executive.

e.   Change of Control . Notwithstanding anything to the contrary, the Company or Executive may terminate this Agreement upon ten (10) days’ notice to the other party upon the occurrence of a “Change of Control” (as defined below).

f.   Definitions . For purposes of this Agreement:

(i)   Executive will be deemed “ permanently disabled ” if he becomes unable to discharge his normal duties as contemplated under this Agreement for at least four months during any eight-month period as a result of incapacity due to mental or physical illness as determined by a physician acceptable to Executive and the Company and paid by the Company, whose determination will be final and binding. If Executive and the Company are unable to agree on a physician, Executive and the Company will each choose one physician who will mutually choose the third physician, whose determination will be final and binding.

(ii)   “ Cause ” means either (A) a breach by Executive of any material provisions of this Agreement, but only if, after notice provided in subparagraph (b) above, Executive fails to cure such breach to the reasonable satisfaction of the Company; (B) conviction of a felony offense, whether or not such offense was committed in connection with the Company’s business; (C) theft, embezzlement, intentional or reckless false entries on records, intentional or reckless misapplication of funds or property, misappropriation of any asset, or any actual or constructive fraud; (D) gross neglect of duty and/or willfully engaging in gross misconduct materially and demonstrably injurious to the Company; (E) at any time during employment at the Company, intentionally or recklessly imparting confidential information, whether proprietary or non-proprietary, to any person other than (i) an authorized employee of the Company; or (ii) as required by law, or (iii) as part of a privileged communication to an attorney; or (F) receiving, during the term of this Agreement, compensation, income, anything of value, or a future interest in or future entitlement to compensation, income or a thing of value, from any person or entity who or which is engaged in the same or substantially the same business as the Company in the same product, service or geographical market, except stock dividends and/or capital gains from passive investments in financial institutions by Executive made in the ordinary course of business and as part of Executive’s investment portfolio.

(iii)   “ Good Reason ” means a breach by the Company of any of its material obligations under this Agreement, but only if after expiration of the 30-day notice period provided in subparagraph (c) above, the Company fails to cure such breach.

(iv)   “ Change of Control ” means the occurrence of:

(a)   the sale by the Company of f