STOCK PURCHASE WARRANT

     THE SALE OF THE SECURITIES   REPRESENTED BY THIS WARRANT HAS NOT BEEN

     REGISTERED   UNDER   THE   SECURITIES   ACT OF   1933,   AS   AMENDED   (THE

     "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE

     BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN

     CONNECTION   WITH THE   DISTRIBUTION   THEREOF.   NO   DISPOSITION OF THE

     SECURITIES   MAY BE MADE IN THE ABSENCE OF AN EFFECTIVE   REGISTRATION

     STATEMENT   UNDER THE SECURITIES ACT AND COMPLIANCE   WITH   APPLICABLE

     STATE   SECURITIES LAWS OR AN OPINION OF COUNSEL   SATISFACTORY TO THE

     COMPANY TO THE EFFECT THAT SUCH   DISPOSITION   IS IN COMPLIANCE   WITH

     THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

                             STOCK PURCHASE WARRANT

      This Stock Purchase Warrant (the "Warrant") is issued this ___ day of

October, 2005, by FractionAir Holdings, Inc., a Nevada corporation (the

"Company"), to _______________, a Tennessee resident (hereinafter, collectively

with any subsequent assignee or transferee thereof, "Holder" or "Holders").

                                    AGREEMENT

      1. Issuance of Warrant; Term. For value received, the Company hereby

grants to Holder the right to purchase __________ (_________) shares of the

Company's common stock (the "Common Stock"). The shares of Common Stock issuable

upon exercise of this Warrant are hereinafter referred to as the "Shares." This

Warrant shall be exercisable at any time and from time to time from the date

hereof until 5:00 p.m. Central Time on OCTOBER __, 2008 or, if such date is a

day on which banking institutions are authorized by law to close, then on the

next succeeding day that shall not be such a day.

      2. Exercise Price. The exercise price (the "Exercise Price") for which all

or any of the Shares may be purchased pursuant to the terms of this Warrant

shall be $0.85 per share, as adjusted from time to time pursuant to Section 7

hereof.

      3. Exercise.

      (a) This Warrant may be exercised by the Holder hereof in whole or in part

(but only on the conditions hereinafter set forth) as to all or any increment or

increments of one thousand (1,000) Shares (or the balance of the Shares if less

than such number), upon delivery of written notice of intent to exercise to the

Company at 30 Burton Hills Boulevard, Suite 210, Nashville, TN 37215, or such

other address as the Company shall designate in a written notice to the Holder

hereof, together with this Warrant and payment to the Company of the Exercise

Price of the Shares so purchased.

Warrant to Purchase Common Stock

<PAGE>

            (b) The Exercise Price shall be payable by (i) cash or by check

      acceptable to the Company, (ii) cancellation by the Holder of indebtedness

      or other obligations of the Company to the Holder, or (iii) a combination

      of (i) and (ii), in the Holder's discretion.

            (c) If the event that the Warrant Shares have not be registered, in

      lieu of exercising this Warrant by paying the Exercise Price in cash, by

      check, or by cancellation of indebtedness or other obligations of the

      Company, the Holder may elect to receive shares of Common Stock equal to

      the value of this Warrant (or the portion thereof being canceled) by

      delivery of this Warrant in the manner described above, specifying in the

      written notice of intent to exercise the Holder's net issue election.

      Thereupon, the Company shall issue to Holder a number of shares of the

      Common Stock computed using the following formula:

                                  X = (Y)(A-B)

                                      -------

                                         A

      Where X =    The number of shares of Common Stock to be issued to Holder.

            Y =    The   number   of shares of Common   Stock   issuable   under   this

                  Warrant   (or,   if only a   portion   of this   Warrant   is   being

                  exercised, the portion of this Warrant being canceled).

            A =    The fair market value of one share of Common Stock.

            B =    Exercise Price (as adjusted to the date of such calculations).

            (d) Upon exercise of this Warrant, the Company shall as promptly as

      practicable, and in any event within fifteen (15) days thereafter, execute

      and deliver to the Holder of this Warrant a certificate or certificates

      for the total number of whole Shares for which this Warrant is being

      exercised in such names and denominations as are requested by such Holder.

      Upon receipt by the Company of this Warrant at its office, accompanied by

      written notice of intent to exercise and the proper amount representing

      the Exercise Price, the Holder shall be deemed to be the holder of record

      of the shares issuable upon such exercise. If this Warrant shall be

      exercised with respect to less than all of the Shares, the Holder shall be

      entitled to receive a new Warrant covering the number of Shares in respect

      of which this Warrant shall not have been exercised, which new Warrant

      shall in all other respects be identical to this Warrant. The Company

      covenants and agrees that it will pay when due any and all state and

      federal issue taxes which may be payable in respect of the issuance of

      this Warrant or the issuance of any Shares upon exercise of this Warrant.

      The Company shall have no obligation to pay any income taxes due and

      payable by Holder by reason of his holding this Warrant or the exercise of

      his rights hereunder.

                                       2

Warrant to Purchase Common Stock

<PAGE>

      4.   Covenants   and   Conditions.   The above   provisions   are subject to the

following:

            (a) Neither this Warrant nor the Shares have been registered under

      the Securities Act of 1933, as amended ("Securities Act"), or any state

      securities laws ("Blue Sky Laws"). This Warrant has been acquired for

      investment purposes and not with a view to distribution and may not be

      sold or otherwise transferred without (i) an effective registration

      statement for such Warrant under the Securities Act and such applicable

      Blue Sky Laws, or (ii) an exemption under the Securities Act and any

      applicable Blue Sky Laws. Transfer of the Shares issued upon the exercise

      of this Warrant shall be restricted in the same manner and to the same

      extent as the Warrant, and the certificates representing such Shares shall

      bear substantially the following legend:

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES

      ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS,

      AND HAVE BEEN ACQUIRED FOR INVESTMENT AND IN RELIANCE ON EXEMPTIONS UNDER

      THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO TRANSFER MAY

      BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR

      AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE

      STATE SECURITIES LAWS AND AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO

      THE COMPANY.

            Holder and the Company agree to execute such other documents and

      instruments as counsel for the Company reasonably deems necessary to

      effect the compliance of the issuance of this Warrant and the Shares

      issued upon exercise hereof with applicable federal and state securities

      laws.

            (b) The Company covenants and agrees that all Shares that may be

      issued upon exercise of this Warrant will, upon issuance and payment

      ther