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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      Date of report (Date of earliest event reported): September 30, 2004

                                  FBO AIR, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
                 (State or Other Jurisdiction of Incorporation)

                              333-56046 87-0617649
         (Commission File Number) (I.R.S. Employer Identification No.)

  9078 East Charter Oak, Scottsdale, AZ                          85260
(Address of Principal Executive Offices)                       (Zip Code)

                                              (480) 634-6565
                            (Registrant's Telephone Number, Including Area Code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

     Written  communications  pursuant to Rule 425 under the  Securities Act (17
CFR 230.425)

     Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

     Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
Exchange Act (17 CFR 240.14d-d(b))

     Pre-commencement communications pursuant to Rule 13e-4(c)under the Exchange
Act (17 CFR 240.13e-4(c))
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                    INFORMATION TO BE INCLUDED IN THE REPORT


Section 1 - Registrant's Business and Operations

Item 1.01         Entry into a Material Definitive Agreement.

     As a result on August 20,  2004 of the merger  (the  "Merger")  of FBO Air,
Inc., an Arizona  corporation  ("FBO"),  with and into FBO Air,  Inc., an Nevada
corporation (the  "Company"),  as previously  reported in the Company's  Current
Report on Form 8-K filed on August 27, 2004 (the "Current Report"),  the Company
assumed FBO's  obligations  under a Business  Development  Consulting  Agreement
dated as of January 2, 2004 (the "Consulting  Agreement") by and between Jeffrey
M. Trenk (the  "Consultant") and FBO. On September 30, 2004, even though each of
the agreements  was binding on the Company as a result of the Merger,  the Board
of  Directors  of  the  Company  ratified  the  execution  and  delivery  of the
Consulting  Agreement and the  Employment  Agreement also dated as of January 2,
2004 by and between  Ronald J.  Ricciardi,  the  Company's  President  and Chief
Executive  Officer,  the  material  terms of  which  Employment  Agreement  were
previously  reported  in the Current  Report.  The  services  of the  Consultant
pursuant to the Consulting  Agreement shall center on the merger and acquisition
activities of the Company,  but may also include  marketing  activities  for the
Company,   recruitment  of  key  personnel  and  services   related  to  overall
implementation  of  the  Company's  business  model.  The  Consulting  Agreement
provides for (a) a three-year  term,  which will not become  effective until the
first fixed base operation acquisition by the Company; (b) an initial consulting
fee of $125,000 for the first-twelve months, increasing to $150,000 per annum in
the second twelve-month  period; and $200,000 in the third twelve-month  period;
and (3) an option each year to purchase  50,000 shares of the  Company's  Common
Stock,  $.001 par value.  Copies of the Employment  Agreement and the Consulting
Agreement are filed as Exhibits 10.1 and 10.2, respectively,  to this Report and
incorporated herein by this reference.


Section 4 - Matters Related to Accountants and Financial Statements

Item 4.01         Changes in Registrant's Certifying Accountant.

     (a) (i) On  September  30,  2004,  the Board of  Directors  of the  Company
unanimously terminated the engagement of Ham, Langston & Brezina,  L.L.P. as the
Independent  Registered Public Accounting Firm for the Company because such firm
had served as  independent  auditors  for the Company when the Company was named
Shadows  Bend  Development,  Inc.  and had a  different  management  and the new
directors  believed that a different firm should  represent the Company now that
it had  new  management  (as  previously  reported)  even  though  there  was no
disagreement or dissatisfaction with that auditing firm.

     (ii) The audit reports of Ham, Langston & Brezina,  L.L.P. on the financial
statements  of the Company as of and for the years ended  December  31, 2003 and
2002 did not contain any adverse  opinion or a  disclaimer  of opinion,  nor was
either  report of Ham,  Langston & Brezina,  L.L.P.  qualified or modified as to
audit scope or accounting principles.  Both reports did state that the financial
statements had been prepared assuming that the Company would continue as a going
concern and that,  as discussed in Note 2 to financial  statements,  the Company
had suffered recurring losses, negative cash flows from
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operations  and had a net  capital  deficiency  at  December  31,  2003 (also at
December 31, 2002) that raised  substantial doubt about the Company's ability to
continue as a going concern.

     (iii) As  indicated  above,  the action was approved by four members of the
five-person  Board of Directors who were the only directors  present,  including
two directors who were subsequently named with the absent director to constitute
the Audit Committee.

     (iv) In connection  with the audits of the two fiscal years ended  December
31, 2003 and during the interim period through September 30, 2004, there were no
disagreements  with Ham, Langston & Brezina,  L.L.P. on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which  disagreements,  if not resolved to the  satisfaction  of Ham,
Langston & Brezina,  L.L.P.,  would have caused such firm to make  reference  in
connection with its opinion to the subject matter of the disagreement.

     (v) The Company  has  furnished  a copy of this  Report,  as proposed to be
filed,  to Ham,  Langston & Brezina,  L.L.P.  and has  requested  that such firm
furnish a letter  addressed  to the  Securities  and  Exchange  Commission  (the
"Commission")  stating  whether such firm agrees with the statements made by the
Company in this Report and,  if not,  stating the  respects in which it does not
agree. The response of Ham, Langston & Brezina, L.L.P. is filed as Exhibit 16 to
this Report.

     (b) (i) On  September  30,  2004,  the Board of  Directors  of the  Company
unanimously  authorized  the  retention  of Marcum &  Kleigman  LLP to audit the
financial statements of the Company for the fiscal year ending December 31, 2004
("fiscal  2004") and to review the  Company's  Form 10-QSB for the quarter ended
September 30, 2004.

     (ii) Prior to the engagement of the firm of Marcum & Kleigman LLP,  neither
the  Company  nor  any one  acting  on its  behalf  consulted  such  Independent
Registered  Public  Accounting  Firm  regarding  either (i) the  application  of
accounting principles to a specified transaction,  either completed or proposed,
or the type of audit opinion that might be rendered on the  Company's  financial
statements or (ii) any  disagreements  with the prior  accountants,  as to which
there were none as reported in this Report.

     (iii) A copy of this Report,  as proposed to be filed, was submitted to the
newly engaged  Independent  Registered  Public Accounting Firm before its filing
with the Commission  and such firm was provided with the  opportunity to furnish
the  Company  with a  letter  addressed  to the  Commission  containing  any new
information,  clarification  of the  Company's  expression  of its  views or the
respects  in which it does not agree  with the  statements  made by the  Company
above.  The firm of Marcum & Kleigman  LLP has  indicated to the Company that no
such letter was necessary.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers.

     (a) Not applicable.

     (b) Not applicable.

     (c) Not applicable.
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     (d) (1) On September  30, 2004,  the Board of Directors of the Company,  as
permitted  by  Section  3.1 of the  Company's  Bylaws,  increased  the number of
directors from two to five and elected William R. Colaianni,  Jeffrey B. Mendell
and George Reenstra.

     (2) The Company is not aware of any  arrangement or  understanding  between
any of the new  directors  and any  other  person  pursuant  to which  each such
director was selected as a director.

     (3) The Board  also  authorized  the  creation  of Audit  and  Compensation
Committees.  Messrs. Colaianni, Mendell, Reenstra were elected as members of the
Audit Committee, with Mr. Colaianni being designated as its Chairman and Messrs.
Mendell, Reenstra and Alvin S. Trenk were elected as members of the Compensation
Committee, with Mr. Mendell being designated as its Chairman.

     (4) There are no transactions  pursuant to Item 404(a) of Regulation S-B to
report with respect to any of the new directors.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired.

     Not applicable.

     (b) Pro Forma Financial Information

     Not applicable.

     (d) Exhibits.



Number                         Description of Exhibit

10.1      Employment  Agreement  dated as of January 2, 2004 by and among Ronald
          J.  Ricciardi  and the Company.

10.2      Business  Development  Agreement  dated as of  January  2, 2004 by and
          among  Jeffrey M. Trenk and the Company.

16        Letter dated October 4, 2004 from Ham,  Langston & Brezina,  L.L.P. to
          the Commission.




                                   SIGNATURES
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     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                             FBO AIR, INC.
                                             (Registrant)


Date:  October  5, 2004                      By:  /s/ Ronald J. Ricciardi
                                                      Ronald J. Ricciardi
                                                      President and
                                                      Chief Executive Officer

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                                  FBO AIR, INC.
                          Index to Exhibits Filed with
                           Current Report on Form 8-K



Exhibit No.             Description of Exhibit                              Page

10.1      Employment Agreement dated as of January 2, 2004
          by and among Ronald J. Ricciardi and the Company.                 E-2

10.2      Business Development Agreement dated as of January 2, 2004
          by and among Jeffrey M. Trenk and the Company.                    E-10
16        Letter dated October 4, 3004 from Ham, Langston & Brezina,
          L.L.P. to the Commission.                                         E-14


                E-1

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                                                                    Exhibit 10.1

                              EMPLOYMENT AGREEMENT


     AGREEMENT dated January 2, 2004, between FBO Air, Inc. (the "Company"), and
Ronald J. Ricciardi (the "Executive").

        1.  Employment.  The Company  employs the  Executive  and the  Executive
accepts employment upon the terms and conditions of this Agreement.

        2.  Term.  The term of this  Agreement  shall be for  three  (3)  years,
beginning upon the effective  date of the initial fixed base  acquisition by the
Company.  The three-year term shall  automatically renew on the anniversary date
each year  except  that  renewal  may be subject to the  termination  clauses in
paragraphs 10 - 12 herein.

        3. Duties.  The Executive is engaged as the President & Chief  Executive
Officer of the Company, to oversee the operations of the Company;  such specific
duties  may be  defined  from time to time by the Board of  Directors  but shall
encompass duties customary to the office of Executive.

        4. Compensation.

          a. Base  Salary.  As  compensation  for the services to be rendered by
Executive during the period of his employment hereunder,  and upon the condition
that Executive  shall fully and faithfully keep and perform all of the terms and
conditions  hereof,  Company  shall pay Executive a salary of $125,000 per annum
for the first twelve (12) months;  $150,000 per annum for the second twelve (12)
months;  and $200,000 per annum for the third twelve (12) months and  successive
twelve  (12)  month  periods  thereafter;   salary  shall  be  less  income  tax
withholdings and other normal employee  deductions and shall be payable in equal
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 the Base Salary,  the  Executive
shall be eligible  for an  incentive  bonus equal to three  percent  (3%) of the
EBITDA of the Company. The incentive shall be earned by meeting or exceeding the
annual Plan for EBITDA, which Plan shall be developed by management and approved
by the Board of  Directors.  When  earned,  such  incentive  bonus shall be paid
within four (4) weeks of the end of the applicable fiscal year of the Company.

          c. Stock Option. Executive shall be entitled to receive and execute an
option to purchase the  Company's  stock in an amount and upon a structure to be
determined annually by the Board of Directors. So long as it may be done

                E-2
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lawfully,  the manner of acquisition of stock shall be structured as to minimize
adverse tax consequences to the Executive.

        This Agreement shall not be deemed  abrogated or terminated if the Board
of  Directors  of Company  shall  determine  to  increase  the  compensation  of
Executive for any period of time.

        5. Conflicting Activities.  Executive shall not, during the term of this
Agreement, be engaged in any business activity that is directly or indirectly in
competition with the primary business  activity of the Company without the prior
written consent of 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
investment of a personal nature.

        6. Directorship.  The Executive will be nominated to serve as a Director
of the Company.

        7. Insurance and Indemnification. The Company will provide the Executive
with complete  indemnification  against any and all claims and/or  lawsuits born
from the execution of the Executive's duties in the performance of his position,
and in  furtherance  thereof,  the Company will provide and pay for director and
officer liability insurance.

        8. Additional Benefits.

          8.1  Health and  Welfare  Insurance  Coverage:  Company  agrees to pay
               premium  expenses on behalf of Executive  and family for medical,
               dental and vision insurance coverage.

          8.2  Automobile Allowance: Monthly $1,000.

          8.3  Vacation: 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.

          8.4  Executive  Life  Insurance:  The Company will 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

                E-3
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               from time to time appoint and one-half (1/2) the proceeds thereof
               directed to the Company.

          8.5  Executive  Physical:  Company will arrange and pay for a complete
               executive  physical   examination  every  two  years,   provided,
               however,  that the results of the physical  examination  shall be
               made known to Company as well as to Executive.

          8.6  Working  Facilities  and  Equipment:  The Executive  shall have a
               private office,  administrative  support,  and Company shall make
               available  such  equipment,  computers,  furniture and such other
               facilities  and  services  as are  suitable to his  position  and
               appropriate for the performance of his duties.

          8.7  Reimbursement  of Expenses:  The Executive  may incur  reasonable
               expenses for promoting the Company's business, including expenses
               for entertainment, travel, mobile telephone, home-based phone and
               fax lines,  home-based  Internet access,  use of personal digital
               assistant  and similar  items.  The Company  will  reimburse  the
               Executive  for all such expenses  upon the  Executive's  periodic
               presentation  of  an  itemized  account  of  such   expenditures.
               Expenses  incurred in providing  Executive first class air travel
               and accommodations shall not be considered unreasonable.

        9. Disclosure of Information.  The Executive acknowledges that he may be
exposed to  confidential  information  and that this  information is a valuable,
special,  and unique asset of the Company's  business.  The Executive  will not,
during  or  after  the  term  of  his  employment,  disclose  such  confidential
information  to any person,  firm,  corporation,  association,  or other  entity
except  for  the  specific  purpose  of  accomplishing  the  Company's  business
objectives.  In the event of a breach or  threatened  breach by the Executive of
the provisions of this paragraph, the Company shall be entitled to an injunction
restraining  the  Executive  from   disclosing,   in  whole  or  in  part,  such
confidential  information,  or from rendering any services to any person,  firm,
corporation,  association, or other entity to whom such information, in whole or
in part,  has been  disclosed or is threatened to be disclosed.  Nothing  herein
shall be construed as  prohibiting  the Company from pursuing any other remedies
available to the Company for such breach or  threatened  breach,  including  the
recovery of damages from the Executive.

        10. Force  Majeure and  Disability.  If Company is unable to conduct its
business, or a substantial portion thereof, by virtue of governmental regulation
or order, or by strike,  war, fire,  earthquake,  hurricane,  or similar acts of
god, or other calamity (declared or undeclared),  or because of other similar or
dissimilar  cause beyond control of Company (all of which events are hereinafter
sometimes  referred to as "Force Majeure"),  or in the event Executive suffers a
disability  which prevents him from  performing his services  hereunder  (herein
called a  "Disability"),  Company  shall,  in the event the Force Majeure and/or
Disability continue for at least eight aggregate weeks

                E-4
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during any  four-month  period,  have the right to suspend the operation of this
Agreement for the duration of said Force Majeure and/or  Disability  (except for
any benefits  payable to Executive under such benefit plans generally  available
to all executive employees), and Company shall, at its option, have the right to
add a period equal to such suspension to the Term hereof.

        11. Termination Without Cause.  Without cause, the Company may terminate
this  Agreement at any time upon ten (10) days written  notice to the Executive.
In such  event,  the  Executive  shall be paid his Base Salary up to the date of
termination,  and in addition,  there shall be paid to the Executive on the date
of termination a severance  allowance  equal to one times then  applicable  Base
Salary (less all amounts required to be withheld and deducted). Further, Company
acknowledges that any Incentive Bonus due Executive shall be paid on a pro-rated
basis;  that any issued but  non-vested  Options shall be  terminated;  and that
Benefits shall continue for a period of six (6) months from the end of the month
of termination.  Without cause,  the Executive may terminate this Agreement upon
sixty (60) days'  written  notice to the Company.  In such event,  the Executive
shall continue to render his services and shall be paid his regular compensation
up to the date of termination,  but no severance  allowance shall be owed. Also,
should Executive terminate,  Executive acknowledges that any Incentive Bonus due
Executive  shall be forfeited;  that any issued but non-vested  Options shall be
terminated;  and that  Benefits  shall  continue  up to the end of the  month of
termination.

        12. Termination With Cause. For "cause," as defined below,  either party
may, at its election, terminate this Agreement immediately. In the event Company
terminates  "for  cause,"  Company  shall pay  Executive  the  compensation  and
benefits  which would  otherwise  be payable to  Executive  up to the end of the
month in which the termination or disciplinary action occurs. Further, Executive
acknowledges that any Bonus due at time of termination  shall be forfeited;  all
non-vested  Options shall be forfeited;  and that Benefits  shall be canceled at
the end of the month of termination.

        As used in this Section, termination "for cause" shall be deemed to have
occurred if either party has breached this Agreement and the non-breaching party
gives notice in writing, delivered to the breaching party and providing ten (10)
calendar  days,  from the date of  delivery  of the  notice,  within  which  the
breaching party has the opportunity to cure, if possible, the breach.

        In addition,  cause for termination  shall exist if Executive engages in
any of the following conduct while an employee of the Company: (1) conviction of
a felony  offense,  whether or not such offense was committed in connection with
Company's  business;  (2)  theft,   embezzlement,   false  entries  on  records,
misapplication  of funds or  property,  misappropriation  of any  asset,  or any
actual  or  constructive  fraud;  (3) gross  neglect  of duty  and/or  willfully
engaging in gross misconduct  materially and demonstrably  injurious to Company;
(4)  at any  time  during  employment  at the  Company,  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; (5) receiving,  during the
term of this

                E-5
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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.  However,  cause shall not be deemed to exist
merely because of a difference of opinion between Executive and the Company,  or
any employees,  directors or officers of either,  as to philosophy of management
or other personal beliefs.

        13. Termination upon Sale of Business.  Notwithstanding  anything to the
contrary, the Company may terminate this Agreement upon ten (10) days' notice to
the Executive upon any of the following events:

          (a)  the sale by the Company of  substantially  all of its assets to a
               single purchaser or to a group of associated purchasers; or

          (b)  the merger or  consolidation  of the Company in a transaction  in
               which the  shareholders  of the Company  receive  less than fifty
               percent  (50%) of the  outstanding  voting  shares  of the new or
               continuing corporation; or

          (c)  the sale, exchange, or other disposition,  in one transaction, of
               at  least  two-thirds  (2/3)  of the  outstanding  shares  of the
               Company.

        In order to protect Executive against the possible  consequences of such
termination and thereby to induce  Executive to continue to serve as an employee
of Company, Company agrees that if (a) this Agreement is terminated as stated in
this  Section;  or (b) one of the  actions  stated in this  Section  occurs  and
Executive  leaves the employment of Company or the resulting entity for whatever
reason  (other  than  termination  for  cause)  within  one (1) year  after such
occurrence:

               (i) Executive shall be considered immediately and fully vested in
               any issued but non-vested Options

               (ii)  Executive  shall  continue  to be covered  by all  non-cash
               benefit  plans of  Company  except  for the  retirement  plans or
               retirement  programs  in  which  Executive  participates  or  any
               successor  plans  or  programs  in  effect  on the  date  of such
               acquisition of control, for six (6) months thereafter;  provided,
               however,  that if during such time period  Executive should enter
               into the employment of a competitor of Company, his participation
               in  such  non-cash  benefit  plans  would  cease.  In  the  event
               Executive is ineligible under the terms of such plans to continue
               to be so covered,  Company shall provide substantially equivalent
               coverage through other sources.

                E-6
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        Executive's  benefits  hereunder  shall be  considered  severance pay in
consideration  of his past service,  and pay in  consideration  of his continued
service from the date hereof and his  entitlement  thereto shall not be governed
by any duty to mitigate his damages by seeking further  employment nor offset by
any compensation which he may receive from future employment.

        14. Competition During and After Term.  Executive agrees that during the
Term hereof,  and for a period of one year after the  expiration of the Term, he
will not, either separately, jointly, or in association with others, directly or
indirectly,  as an agent, employee, owner, partner,  stockholder,  or otherwise,
allow his name to be used by, or establish,  engage in, or become  interested in
any business substantially providing services similar to those of the Company in
any county in any of the States of the United States in which Company's business
is  being  conducted  at the time of  termination,  as long as  Company,  or any
person,  firm, or corporation  deriving title to the goodwill of, or shares from
it, carries on a like business therein.  Notwithstanding the preceding sentence,
Executive  shall be  allowed to engage in or be  interested  in  businesses  and
activities  provided that his interest or involvement therein does not otherwise
violate any other term or provision  of this  Agreement.  Company and  Executive
acknowledge  that  during the Term of  Executive's  employment,  Executive  will
acquire  special  knowledge  and/or  skill  that he can  effectively  utilize in
competition with Company. Furthermore,  although not a term or condition of this
Agreement,  Company and Executive acknowledge that, as of the date hereof, it is
reasonably contemplated that Executive's services will be utilized by Company in
executive,  managerial,  and/or supervisory  capacities  throughout the areas in
which Company conducts its business,  and in the general  operation of Company's
business wherever it is being conducted, throughout the world.

        Executive  agrees  that the  remedy at law for any  breach by him of the
covenants  contained  herein  will be  inadequate,  and  that in the  event of a
violation of the covenants  contained  herein,  in addition to any and all legal
and  equitable  remedies  which  may be  available,  the said  covenants  may be
enforced by an injunction in a suit in equity,  without the necessity of proving
actual damage, and that a temporary  injunction may be granted  immediately upon
the commencement of any such suit, and without notice. The parties hereto intend
that the  covenants  contained in this Section shall be deemed to be a series of
separate  covenants,  one for each  county  of each  state  where  Company  does
business. If, in any judicial proceeding, a court shall refuse to enforce any or
all of the  separate  covenants  deemed  included  in  such  action,  then  such
unenforceable  covenants shall be deemed  eliminated from the provisions  hereof
for the  purposes  of such  proceeding  to the  extent  necessary  to permit the
remaining separate covenants to be enforced in such proceeding.  Furthermore, if
in any  judicial  proceeding  a court shall  refuse to enforce  any  covenant by
reason of the duration or extent  thereof,  such covenant  shall be construed to
have only the maximum duration or extent permitted by law.

        15. Severability. Nothing contained herein shall be construed to require
the  commission of any act contrary to law.  Should there be a conflict  between
any of the provisions hereof and any present or future statute,  law, ordinance,
regulation,  or other  pronouncement  having the force of law,  the latter shall
prevail, but the provision of this

                E-7
<PAGE>
<PAGE>

Agreement  affected  thereby  shall be curtailed  and limited only to the extent
necessary  to bring it within the  requirements  of the law,  and the  remaining
provisions of this Agreement shall remain in full force and effect.

        16.  Attorney's  Fees and Costs. In the event of any dispute arising out
of the subject matter of the Agreement,  the prevailing party shall recover,  in
addition to any other  damages  assessed,  its  attorney's  fees and court costs
incurred in litigating or otherwise  settling or resolving such dispute  whether
or not an action is  brought  or  prosecuted  to  judgment.  In  construing  the
Agreement, none of the parties hereto shall have any term or provision construed
against such party solely by reason of such party having drafted the same.

        17.  Waiver.  The waiver by the Company of a breach of any  provision of
this Agreement by the Executive shall not operate or be construed as a waiver of
any  subsequent  breach by the  Executive.  No waiver  shall be valid  unless in
writing and signed by an authorized officer of the Company.

        18.  Assignment.  The  Executive  acknowledges  that the  services to be
rendered by him are unique and  personal.  Accordingly,  the  Executive  may not
assign any of his rights or delegate any of his duties or obligations under this
Agreement.  The rights and obligations of the Company under this Agreement shall
inure to the benefit of and shall be binding upon the  successors and assigns of
the Company.

        19. Entire Agreement.  This Agreement contains the entire  understanding
of the parties. It may not be changed orally but only by an agreement in writing
signed  by  the  party  against  whom   enforcement   of  any  waiver,   change,
modification, extension, or discharge is sought.

        20.  Governing  Law. This  Agreement  shall be construed and enforced in
accordance with the laws of the State of Arizona.

        21. Notices.  Notices shall be as given to each of the parties hereto at
such  address or  addresses  as each party  shall  provide  from time to time in
writing to the other. Initially such notices shall be sent,

        If  to  Executive:   Ron  Ricciardi,   9825  North  70th  Street,  #110,
        Scottsdale, AZ 85253.

        If to Company:  FBO Air,  Inc.,  c/o Jeff Trenk,  9087 E.  Charter  Oak,
        Scottsdale, AZ 85260

                E-8
<PAGE>
<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written.


COMPANY:                                    EXECUTIVE:


FBO Air, Inc.


/s/ Jeffrey M. Trenk                        /s/ Ronald J. Ricciardi
Jeffrey M. Trenk                            Ronald J. Ricciardi


                E-9
<PAGE>
<PAGE>

                                                                    Exhibit 10.2

                    BUSINESS DEVELOPMENT CONSULTING AGREEMENT

AGREEMENT,  dated as of the 2nd day of January 2004,  by and between  Jeffrey M.
Trenk, an individual,  ("Consultant") and FBO Air, Inc., an Arizona  corporation
with executive offices in Scottsdale, Arizona ("the Company").

                                   WITNESSETH:

WHEREAS,  Consultant is familiar  with the Company's  industry and is willing to
provide consulting services to the Company in order to assist the Company in the
development of its business; and

WHEREAS, the Company desires to engage Consultant to provide services to it, and
Consultant  is willing to provide  such  services on and subject to the terms of
this Agreement;

THEREFORE, the parties do hereby agree as follows:

1.   The  Term of this  agreement  shall  be for a period  of  three  (3)  years
     beginning upon the effective date of the initial fixed base  acquisition by
     the Company.

2.   The Company hereby engages  Consultant to perform Services,  as hereinafter
     defined  during  the  one-year  period  commencing  on  the  date  of  this
     Agreement.

          (a)  The services  ("Services")  to be performed by  Consultant  shall
               center on the merger and  acquisition  activity  of the  Company.
               Such   Services   shall   include,   but  not   limited  to,  the
               identification of prospects, initial contact with prospect(s) and
               the pursuit of  conversation  and/or  negotiation  leading to the
               receipt of sufficient  due diligence  information  to formulate a
               letter of intent issued by the Company. Consultant's Services may
               also  include   ongoing   negotiation   after  execution  by  the
               prospect(s) of a letter of intent,  with the intent to facilitate
               the  closing  of  a  merger/acquisition  with  such  prospect(s).
               Additionally,  Services may include marketing  activities for the
               Company,   recruiting   of  key   personnel,   and  the   overall
               implementation of the Company's business model.

3.   Working  Facilities  and  Equipment:  The  Consultant  shall have a private
     office,  administrative  support,  and Company  shall make  available  such
     equipment,  computers,  furniture and such other facilities and services as
     are suitable to his position and  appropriate  for the  performance  of his
     duties.  Consultant shall report to such senior executive  officer,  as the
     Company  shall  specify.  Initially,  Consultant  shall report to the Chief
     Executive Officer.

                E-10
<PAGE>
<PAGE>

4.   In consideration of the Services to be rendered by Consultant,  the Company
     shall pay Consultant as compensation for Services, a fee of:

          (a)  $125,000 per annum for the first twelve (12) months; $150,000 per
               annum for the second  twelve (12)  months;  and  $200,000 for the
               third twelve (12) months.

          (b)  An automobile allowance of $1,000 per month.

          (c)  An allowance for health insurance coverage of $1,000 per month.

          (d)  For each  year of this  Agreement,  Consultant  shall  be  issued
               Options to purchase 50,000 shares of common stock of the Company.
               Such Option shall be structured  substantially similar to Options
               afforded to members of the Company's Board of Directors.

5.   Consultant  acknowledges  that in  connection  with the  Services  rendered
     pursuant to this Agreement.  Consultant may have access to confidential and
     proprietary  technical  information  that belongs to the Company and/or its
     subsidiaries.  Confidential  information  for  purposes of the  Paragraph 5
     shall mean  proprietary  information  which may be marked  confidential and
     which relates to the Company's proprietary products and business model.

     Consultant agrees to treat as confidential and proprietary,  and not use or
     assist  others in using such  information  other than as  required  by this
     Agreement or is necessary for the  performance of Services  contemplated by
     this  Agreement.  Any  permitted  disclosure,  which  may be  necessary  in
     connection with the  performances  of services  pursuant to this Agreement,
     shall be made only on a need to know basis to a person who has agreed to be
     bound by the confidentiality provision of this Paragraph 5.

     The obligation of confidentiality  shall not apply to any information which
     (a) is received by Consultant from another party not under an obligation of
     confidentiality, (b) becomes public knowledge in the industry other than as
     a result of a violation  of an  obligation  of  confidentiality,  or (c) is
     required to be disclosed pursuant to law or legal process,  provided,  such
     disclosed  pursuant to law or legal  process,  provided,  such  disclosure,
     promptly  notify  the  Company  in order to enable  the  Company  to seek a
     protective  order,  and Consultant  shall not make any disclosure until and
     unless  ordered  to do so by the court,  in which  event  Consultant  shall
     disclose  only the  material  which is required to be  disclosed  under the
     court  order.  In the event that  Consultant  breaches  its  obligation  of
     confidentiality pursuant to this paragraph 5, Consultant consents to comply
     with these provisions.

     This  Paragraph  5 shall not  affect or limit,  and the  injunctive  relief
     provided in this  Paragraph 5 shall be in addition  to, any other  remedies
     available to the Company

                E-11
<PAGE>
<PAGE>

     or any of its  subsidiaries,  whether  wholly  or  partially  owned  by the
     Company at law or in equity.

6.   In all matters relating to this Agreement, the Company and Consultant shall
     act as independent contractors,  neither shall be the employee of the other
     and each shall assume any and all liability  for its own acts.  Neither the
     Company  nor  Consultant  shall  have any  authority  to  assume  or create
     obligations,  express  or  implied,  on behalf  of the  other  party or any
     subsidiary  or affiliate of the other party,  and neither  party shall have
     any authority to represent any other party as its agent, employee, partner,
     or in any other capacity.

7.   This Agreement  constitutes the entire  agreement and  understanding of the
     parties,  superseding  any and all prior  written or  contemporaneous  oral
     agreement, understandings and letters of intent, and may not be modified or
     amended nor any right be waived except by a writing which expressly  refers
     to this Agreement,  states that it is a  modification,  amendment or waiver
     and is signed by both parties in the case of a modification or amendment or
     the party to be  charged  in the case of a waiver.  No course of conduct or
     dealing and no trade  custom or usage shall be construed to modify or amend
     any of the provisions of this Agreement.  The failure of any of the parties
     to this  Agreement  to  enforce  any  provision  of this  Agreement  on any
     occasion  shall not be deemed to be a waiver of any preceding or succeeding
     breach of such provision or of any other provision.

8.   Notice under any provision of this Agreement  shall be given in writing and
     by hand, overnight carrier or messenger service,  against signed receipt or
     acknowledgment  or receipt,  registered or certified  mail,  return receipt
     requested, or telecopier or similar means of communications if confirmed by
     mail as  provided  in this  Paragraph  8, the  parties at their  respective
     addresses set forth at the beginning of this  Agreement or by telecopier to
     the Company at 480-634-6566 or the Consultant at  480-634-6566.  Notices to
     the company  shall be sent to the  attention of the person  executing  this
     Agreement on behalf of such party. Either party may, by like notice, change
     the person, address or telecopier number to which notice should be sent.

9.   This Agreement and the  respective  rights,  duties and  obligations of the
     parties  pursuant to this  Agreement,  shall be governed  and  construed in
     accordance  with the laws of the State of Arizona  applicable to agreements
     executed and to be performed wholly within such state without regard to the
     principles of conflict of law. Each party hereby (i)  irrevocably  consents
     and agrees that any legal or equitable  action or proceeding  arising under
     or in Scottsdale, AZ, (ii) irrevocably submits to and accepts, with respect
     to  its  properties  and  assets,  generally  and  unconditionally,  in the
     personal  jurisdiction of the aforesaid courts and waives the defense of an
     inconvenient  forum to the  maintenance of such action or  proceeding,  and
     (iii)  agrees that service in any such action may be made either by mailing
     or  delivering a copy of such process to such party in the manner set forth

                E-12
<PAGE>
<PAGE>


     in Paragraph 8 of this Agreement, other than by facsimile transmission,  or
     by any other manner permitted by law.

10.  This  Agreement  shall bind and inure to the  benefit of the  parties,  and
     their respective executors, administrators, successors and assigns.

11.  If any provision of this Agreement is found to be void or  unenforceable by
     court  of  competent   jurisdiction,   the  remaining  provisions  of  this
     Agreement, shall, nevertheless,  be binding, upon the parties with the same
     force and  effect as though the  unenforceable  part has been  severed  and
     deleted.

12.  Each of the  parties to this  agreement  shall  execute  and deliver to the
     other party, without charge to the other party, any further instruments and
     documents and take such other action as may be requested by the other party
     in order to provide for the other party the benefits of this Agreement.

13.  All references to the masculine, feminine, and neuter genders shall include
     the other genders,  the singular  shall include the plural,  and the plural
     shall include the singular.

14.  This  Agreement may be executed in one or more  counterparts,  all of which
     shall be deemed to be duplicate originals.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first written above.



On behalf of Company                                 On behalf of Consultant


/s/  Ronald J. Ricciardi                             /s/ Jeffrey M. Trenk
Ronald J. Ricciardi                                  Jeffrey M. Trenk

Its: Chief Executive Officer

                E-13
<PAGE>
<PAGE>

HAM,
  LANGSTON &
   BREZINA, L.L.P.
Certified Public Accountants
________________________________________________________________________________



                                                                    EXHIBIT 16.1


October 4, 2004



Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir/Madam:

We have read Item 4 included  in the Form 8-K dated  September  30,  2004 of FBO
Air, Inc. to be filed with the  Securities  and Exchange  Commission  and are in
agreement  with the  statements  contained in  paragraphs  (a)(ii),  (a)(iv) and
(a)(v).  We have no basis to agree or  disagree  with  other  statements  of the
registrant contained therein.

Sincerely,

/s/ Ham, Langston & Brezina, L.L.P.


                E-14
<PAGE>
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "form8k10504.txt", "description": "FORM 8K FOR PERIOD 9/30/04", "secsgml_size_bytes": 45550}]
{"company-data": {"conformed-name": "FBO AIR, INC.", "cik": "0001128281", "assigned-sic": "8051", "irs-number": "870617649", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-56046", "film-number": "041066855"}, "business-address": {"street1": "9078 EAST CHARTER OAK", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260", "phone": "480.634.6565"}, "mail-address": {"street1": "9078 EAST CHARTER OAK", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260"}, "former-company": {"former-conformed-name": "SHADOWS BEND DEVELOPMENT INC", "date-changed": "20010220"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      Date of report (Date of earliest event reported): September 30, 2004

                                  FBO AIR, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
                 (State or Other Jurisdiction of Incorporation)

                              333-56046 87-0617649
         (Commission File Number) (I.R.S. Employer Identification No.)

  9078 East Charter Oak, Scottsdale, AZ                          85260
(Address of Principal Executive Offices)                       (Zip Code)

                                              (480) 634-6565
                            (Registrant's Telephone Number, Including Area Code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

     Written  communications  pursuant to Rule 425 under the  Securities Act (17
CFR 230.425)

     Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

     Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
Exchange Act (17 CFR 240.14d-d(b))

     Pre-commencement communications pursuant to Rule 13e-4(c)under the Exchange
Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT

Section 1 - Registrant's Business and Operations

Item 1.01         Entry into a Material Definitive Agreement.

     As a result on August 20,  2004 of the merger  (the  "Merger")  of FBO Air,
Inc., an Arizona  corporation  ("FBO"),  with and into FBO Air,  Inc., an Nevada
corporation (the  "Company"),  as previously  reported in the Company's  Current
Report on Form 8-K filed on August 27, 2004 (the "Current Report"),  the Company
assumed FBO's  obligations  under a Business  Development  Consulting  Agreement
dated as of January 2, 2004 (the "Consulting  Agreement") by and between Jeffrey
M. Trenk (the  "Consultant") and FBO. On September 30, 2004, even though each of
the agreements  was binding on the Company as a result of the Merger,  the Board
of  Directors  of  the  Company  ratified  the  execution  and  delivery  of the
Consulting  Agreement and the  Employment  Agreement also dated as of January 2,
2004 by and between  Ronald J.  Ricciardi,  the  Company's  President  and Chief
Executive  Officer,  the  material  terms of  which  Employment  Agreement  were
previously  reported  in the Current  Report.  The  services  of the  Consultant
pursuant to the Consulting  Agreement shall center on the merger and acquisition
activities of the Company,  but may also include  marketing  activities  for the
Company,   recruitment  of  key  personnel  and  services   related  to  overall
implementation  of  the  Company's  business  model.  The  Consulting  Agreement
provides for (a) a three-year  term,  which will not become  effective until the
first fixed base operation acquisition by the Company; (b) an initial consulting
fee of $125,000 for the first-twelve months, increasing to $150,000 per annum in
the second twelve-month  period; and $200,000 in the third twelve-month  period;
and (3) an option each year to purchase  50,000 shares of the  Company's  Common
Stock,  $.001 par value.  Copies of the Employment  Agreement and the Consulting
Agreement are filed as Exhibits 10.1 and 10.2, respectively,  to this Report and
incorporated herein by this reference.

Section 4 - Matters Related to Accountants and Financial Statements

Item 4.01         Changes in Registrant's Certifying Accountant.

     (a) (i) On  September  30,  2004,  the Board of  Directors  of the  Company
unanimously terminated the engagement of Ham, Langston & Brezina,  L.L.P. as the
Independent  Registered Public Accounting Firm for the Company because such firm
had served as  independent  auditors  for the Company when the Company was named
Shadows  Bend  Development,  Inc.  and had a  different  management  and the new
directors  believed that a different firm should  represent the Company now that
it had  new  management  (as  previously  reported)  even  though  there  was no
disagreement or dissatisfaction with that auditing firm.

     (ii) The audit reports of Ham, Langston & Brezina,  L.L.P. on the financial
statements  of the Company as of and for the years ended  December  31, 2003 and
2002 did not contain any adverse  opinion or a  disclaimer  of opinion,  nor was
either  report of Ham,  Langston & Brezina,  L.L.P.  qualified or modified as to
audit scope or accounting principles.  Both reports did state that the financial
statements had been prepared assuming that the Company would continue as a going
concern and that,  as discussed in Note 2 to financial  statements,  the Company
had suffered recurring losses, negative cash flows from
operations  and had a net  capital  deficiency  at  December  31,  2003 (also at
December 31, 2002) that raised  substantial doubt about the Company's ability to
continue as a going concern.

     (iii) As  indicated  above,  the action was approved by four members of the
five-person  Board of Directors who were the only directors  present,  including
two directors who were subsequently named with the absent director to constitute
the Audit Committee.

     (iv) In connection  with the audits of the two fiscal years ended  December
31, 2003 and during the interim period through September 30, 2004, there were no
disagreements  with Ham, Langston & Brezina,  L.L.P. on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which  disagreements,  if not resolved to the  satisfaction  of Ham,
Langston & Brezina,  L.L.P.,  would have caused such firm to make  reference  in
connection with its opinion to the subject matter of the disagreement.

     (v) The Company  has  furnished  a copy of this  Report,  as proposed to be
filed,  to Ham,  Langston & Brezina,  L.L.P.  and has  requested  that such firm
furnish a letter  addressed  to the  Securities  and  Exchange  Commission  (the
"Commission")  stating  whether such firm agrees with the statements made by the
Company in this Report and,  if not,  stating the  respects in which it does not
agree. The response of Ham, Langston & Brezina, L.L.P. is filed as Exhibit 16 to
this Report.

     (b) (i) On  September  30,  2004,  the Board of  Directors  of the  Company
unanimously  authorized  the  retention  of Marcum &  Kleigman  LLP to audit the
financial statements of the Company for the fiscal year ending December 31, 2004
("fiscal  2004") and to review the  Company's  Form 10-QSB for the quarter ended
September 30, 2004.

     (ii) Prior to the engagement of the firm of Marcum & Kleigman LLP,  neither
the  Company  nor  any one  acting  on its  behalf  consulted  such  Independent
Registered  Public  Accounting  Firm  regarding  either (i) the  application  of
accounting principles to a specified transaction,  either completed or proposed,
or the type of audit opinion that might be rendered on the  Company's  financial
statements or (ii) any  disagreements  with the prior  accountants,  as to which
there were none as reported in this Report.

     (iii) A copy of this Report,  as proposed to be filed, was submitted to the
newly engaged  Independent  Registered  Public Accounting Firm before its filing
with the Commission  and such firm was provided with the  opportunity to furnish
the  Company  with a  letter  addressed  to the  Commission  containing  any new
information,  clarification  of the  Company's  expression  of its  views or the
respects  in which it does not agree  with the  statements  made by the  Company
above.  The firm of Marcum & Kleigman  LLP has  indicated to the Company that no
such letter was necessary.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers.

     (a) Not applicable.

     (b) Not applicable.

     (c) Not applicable.
(d) (1) On September  30, 2004,  the Board of Directors of the Company,  as
permitted  by  Section  3.1 of the  Company's  Bylaws,  increased  the number of
directors from two to five and elected William R. Colaianni,  Jeffrey B. Mendell
and George Reenstra.

     (2) The Company is not aware of any  arrangement or  understanding  between
any of the new  directors  and any  other  person  pursuant  to which  each such
director was selected as a director.

     (3) The Board  also  authorized  the  creation  of Audit  and  Compensation
Committees.  Messrs. Colaianni, Mendell, Reenstra were elected as members of the
Audit Committee, with Mr. Colaianni being designated as its Chairman and Messrs.
Mendell, Reenstra and Alvin S. Trenk were elected as members of the Compensation
Committee, with Mr. Mendell being designated as its Chairman.

     (4) There are no transactions  pursuant to Item 404(a) of Regulation S-B to
report with respect to any of the new directors.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired.

     Not applicable.

     (b) Pro Forma Financial Information

     Not applicable.

     (d) Exhibits.

Number                         Description of Exhibit

10.1      Employment  Agreement  dated as of January 2, 2004 by and among Ronald
          J.  Ricciardi  and the Company.

10.2      Business  Development  Agreement  dated as of  January  2, 2004 by and
          among  Jeffrey M. Trenk and the Company.

16        Letter dated October 4, 2004 from Ham,  Langston & Brezina,  L.L.P. to
          the Commission.

                                   SIGNATURES
Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                             FBO AIR, INC.
                                             (Registrant)

Date:  October  5, 2004                      By:  /s/ Ronald J. Ricciardi
                                                      Ronald J. Ricciardi
                                                      President and
                                                      Chief Executive Officer
FBO AIR, INC.
                          Index to Exhibits Filed with
                           Current Report on Form 8-K

Exhibit No.             Description of Exhibit                              Page

10.1      Employment Agreement dated as of January 2, 2004
          by and among Ronald J. Ricciardi and the Company.                 E-2

10.2      Business Development Agreement dated as of January 2, 2004
          by and among Jeffrey M. Trenk and the Company.                    E-10
16        Letter dated October 4, 3004 from Ham, Langston & Brezina,
          L.L.P. to the Commission.                                         E-14

                E-1
Exhibit 10.1

                              EMPLOYMENT AGREEMENT

     AGREEMENT dated January 2, 2004, between FBO Air, Inc. (the "Company"), and
Ronald J. Ricciardi (the "Executive").

        1.  Employment.  The Company  employs the  Executive  and the  Executive
accepts employment upon the terms and conditions of this Agreement.

        2.  Term.  The term of this  Agreement  shall be for  three  (3)  years,
beginning upon the effective  date of the initial fixed base  acquisition by the
Company.  The three-year term shall  automatically renew on the anniversary date
each year  except  that  renewal  may be subject to the  termination  clauses in
paragraphs 10 - 12 herein.

        3. Duties.  The Executive is engaged as the President & Chief  Executive
Officer of the Company, to oversee the operations of the Company;  such specific
duties  may be  defined  from time to time by the Board of  Directors  but shall
encompass duties customary to the office of Executive.

        4. Compensation.

          a. Base  Salary.  As  compensation  for the services to be rendered by
Executive during the period of his employment hereunder,  and upon the condition
that Executive  shall fully and faithfully keep and perform all of the terms and
conditions  hereof,  Company  shall pay Executive a salary of $125,000 per annum
for the first twelve (12) months;  $150,000 per annum for the second twelve (12)
months;  and $200,000 per annum for the third twelve (12) months and  successive
twelve  (12)  month  periods  thereafter;   salary  shall  be  less  income  tax
withholdings and other normal employee  deductions and shall be payable in equal
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 the Base Salary,  the  Executive
shall be eligible  for an  incentive  bonus equal to three  percent  (3%) of the
EBITDA of the Company. The incentive shall be earned by meeting or exceeding the
annual Plan for EBITDA, which Plan shall be developed by management and approved
by the Board of  Directors.  When  earned,  such  incentive  bonus shall be paid
within four (4) weeks of the end of the applicable fiscal year of the Company.

          c. Stock Option. Executive shall be entitled to receive and execute an
option to purchase the  Company's  stock in an amount and upon a structure to be
determined annually by the Board of Directors. So long as it may be done

                E-2
lawfully,  the manner of acquisition of stock shall be structured as to minimize
adverse tax consequences to the Executive.

        This Agreement shall not be deemed  abrogated or terminated if the Board
of  Directors  of Company  shall  determine  to  increase  the  compensation  of
Executive for any period of time.

        5. Conflicting Activities.  Executive shall not, during the term of this
Agreement, be engaged in any business activity that is directly or indirectly in
competition with the primary business  activity of the Company without the prior
written consent of 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
investment of a personal nature.

        6. Directorship.  The Executive will be nominated to serve as a Director
of the Company.

        7. Insurance and Indemnification. The Company will provide the Executive
with complete  indemnification  against any and all claims and/or  lawsuits born
from the execution of the Executive's duties in the performance of his position,
and in  furtherance  thereof,  the Company will provide and pay for director and
officer liability insurance.

        8. Additional Benefits.

          8.1  Health and  Welfare  Insurance  Coverage:  Company  agrees to pay
               premium  expenses on behalf of Executive  and family for medical,
               dental and vision insurance coverage.

          8.2  Automobile Allowance: Monthly $1,000.

          8.3  Vacation: 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.

          8.4  Executive  Life  Insurance:  The Company will 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

                E-3
from time to time appoint and one-half (1/2) the proceeds thereof
               directed to the Company.

          8.5  Executive  Physical:  Company will arrange and pay for a complete
               executive  physical   examination  every  two  years,   provided,
               however,  that the results of the physical  examination  shall be
               made known to Company as well as to Executive.

          8.6  Working  Facilities  and  Equipment:  The Executive  shall have a
               private office,  administrative  support,  and Company shall make
               available  such  equipment,  computers,  furniture and such other
               facilities  and  services  as are  suitable to his  position  and
               appropriate for the performance of his duties.

          8.7  Reimbursement  of Expenses:  The Executive  may incur  reasonable
               expenses for promoting the Company's business, including expenses
               for entertainment, travel, mobile telephone, home-based phone and
               fax lines,  home-based  Internet access,  use of personal digital
               assistant  and similar  items.  The Company  will  reimburse  the
               Executive  for all such expenses  upon the  Executive's  periodic
               presentation  of  an  itemized  account  of  such   expenditures.
               Expenses  incurred in providing  Executive first class air travel
               and accommodations shall not be considered unreasonable.

        9. Disclosure of Information.  The Executive acknowledges that he may be
exposed to  confidential  information  and that this  information is a valuable,
special,  and unique asset of the Company's  business.  The Executive  will not,
during  or  after  the  term  of  his  employment,  disclose  such  confidential
information  to any person,  firm,  corporation,  association,  or other  entity
except  for  the  specific  purpose  of  accomplishing  the  Company's  business
objectives.  In the event of a breach or  threatened  breach by the Executive of
the provisions of this paragraph, the Company shall be entitled to an injunction
restraining  the  Executive  from   disclosing,   in  whole  or  in  part,  such
confidential  information,  or from rendering any services to any person,  firm,
corporation,  association, or other entity to whom such information, in whole or
in part,  has been  disclosed or is threatened to be disclosed.  Nothing  herein
shall be construed as  prohibiting  the Company from pursuing any other remedies
available to the Company for such breach or  threatened  breach,  including  the
recovery of damages from the Executive.

        10. Force  Majeure and  Disability.  If Company is unable to conduct its
business, or a substantial portion thereof, by virtue of governmental regulation
or order, or by strike,  war, fire,  earthquake,  hurricane,  or similar acts of
god, or other calamity (declared or undeclared),  or because of other similar or
dissimilar  cause beyond control of Company (all of which events are hereinafter
sometimes  referred to as "Force Majeure"),  or in the event Executive suffers a
disability  which prevents him from  performing his services  hereunder  (herein
called a  "Disability"),  Company  shall,  in the event the Force Majeure and/or
Disability continue for at least eight aggregate weeks

                E-4
during any  four-month  period,  have the right to suspend the operation of this
Agreement for the duration of said Force Majeure and/or  Disability  (except for
any benefits  payable to Executive under such benefit plans generally  available
to all executive employees), and Company shall, at its option, have the right to
add a period equal to such suspension to the Term hereof.

        11. Termination Without Cause.  Without cause, the Company may terminate
this  Agreement at any time upon ten (10) days written  notice to the Executive.
In such  event,  the  Executive  shall be paid his Base Salary up to the date of
termination,  and in addition,  there shall be paid to the Executive on the date
of termination a severance  allowance  equal to one times then  applicable  Base
Salary (less all amounts required to be withheld and deducted). Further, Company
acknowledges that any Incentive Bonus due Executive shall be paid on a pro-rated
basis;  that any issued but  non-vested  Options shall be  terminated;  and that
Benefits shall continue for a period of six (6) months from the end of the month
of termination.  Without cause,  the Executive may terminate this Agreement upon
sixty (60) days'  written  notice to the Company.  In such event,  the Executive
shall continue to render his services and shall be paid his regular compensation
up to the date of termination,  but no severance  allowance shall be owed. Also,
should Executive terminate,  Executive acknowledges that any Incentive Bonus due
Executive  shall be forfeited;  that any issued but non-vested  Options shall be
terminated;  and that  Benefits  shall  continue  up to the end of the  month of
termination.

        12. Termination With Cause. For "cause," as defined below,  either party
may, at its election, terminate this Agreement immediately. In the event Company
terminates  "for  cause,"  Company  shall pay  Executive  the  compensation  and
benefits  which would  otherwise  be payable to  Executive  up to the end of the
month in which the termination or disciplinary action occurs. Further, Executive
acknowledges that any Bonus due at time of termination  shall be forfeited;  all
non-vested  Options shall be forfeited;  and that Benefits  shall be canceled at
the end of the month of termination.

        As used in this Section, termination "for cause" shall be deemed to have
occurred if either party has breached this Agreement and the non-breaching party
gives notice in writing, delivered to the breaching party and providing ten (10)
calendar  days,  from the date of  delivery  of the  notice,  within  which  the
breaching party has the opportunity to cure, if possible, the breach.

        In addition,  cause for termination  shall exist if Executive engages in
any of the following conduct while an employee of the Company: (1) conviction of
a felony  offense,  whether or not such offense was committed in connection with
Company's  business;  (2)  theft,   embezzlement,   false  entries  on  records,
misapplication  of funds or  property,  misappropriation  of any  asset,  or any
actual  or  constructive  fraud;  (3) gross  neglect  of duty  and/or  willfully
engaging in gross misconduct  materially and demonstrably  injurious to Company;
(4)  at any  time  during  employment  at the  Company,  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; (5) receiving,  during the
term of this

                E-5
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.  However,  cause shall not be deemed to exist
merely because of a difference of opinion between Executive and the Company,  or
any employees,  directors or officers of either,  as to philosophy of management
or other personal beliefs.

        13. Termination upon Sale of Business.  Notwithstanding  anything to the
contrary, the Company may terminate this Agreement upon ten (10) days' notice to
the Executive upon any of the following events:

          (a)  the sale by the Company of  substantially  all of its assets to a
               single purchaser or to a group of associated purchasers; or

          (b)  the merger or  consolidation  of the Company in a transaction  in
               which the  shareholders  of the Company  receive  less than fifty
               percent  (50%) of the  outstanding  voting  shares  of the new or
               continuing corporation; or

          (c)  the sale, exchange, or other disposition,  in one transaction, of
               at  least  two-thirds  (2/3)  of the  outstanding  shares  of the
               Company.

        In order to protect Executive against the possible  consequences of such
termination and thereby to induce  Executive to continue to serve as an employee
of Company, Company agrees that if (a) this Agreement is terminated as stated in
this  Section;  or (b) one of the  actions  stated in this  Section  occurs  and
Executive  leaves the employment of Company or the resulting entity for whatever
reason  (other  than  termination  for  cause)  within  one (1) year  after such
occurrence:

               (i) Executive shall be considered immediately and fully vested in
               any issued but non-vested Options

               (ii)  Executive  shall  continue  to be covered  by all  non-cash
               benefit  plans of  Company  except  for the  retirement  plans or
               retirement  programs  in  which  Executive  participates  or  any
               successor  plans  or  programs  in  effect  on the  date  of such
               acquisition of control, for six (6) months thereafter;  provided,
               however,  that if during such time period  Executive should enter
               into the employment of a competitor of Company, his participation
               in  such  non-cash  benefit  plans  would  cease.  In  the  event
               Executive is ineligible under the terms of such plans to continue
               to be so covered,  Company shall provide substantially equivalent
               coverage through other sources.

                E-6
Executive's  benefits  hereunder  shall be  considered  severance pay in
consideration  of his past service,  and pay in  consideration  of his continued
service from the date hereof and his  entitlement  thereto shall not be governed
by any duty to mitigate his damages by seeking further  employment nor offset by
any compensation which he may receive from future employment.

        14. Competition During and After Term.  Executive agrees that during the
Term hereof,  and for a period of one year after the  expiration of the Term, he
will not, either separately, jointly, or in association with others, directly or
indirectly,  as an agent, employee, owner, partner,  stockholder,  or otherwise,
allow his name to be used by, or establish,  engage in, or become  interested in
any business substantially providing services similar to those of the Company in
any county in any of the States of the United States in which Company's business
is  being  conducted  at the time of  termination,  as long as  Company,  or any
person,  firm, or corporation  deriving title to the goodwill of, or shares from
it, carries on a like business therein.  Notwithstanding the preceding sentence,
Executive  shall be  allowed to engage in or be  interested  in  businesses  and
activities  provided that his interest or involvement therein does not otherwise
violate any other term or provision  of this  Agreement.  Company and  Executive
acknowledge  that  during the Term of  Executive's  employment,  Executive  will
acquire  special  knowledge  and/or  skill  that he can  effectively  utilize in
competition with Company. Furthermore,  although not a term or condition of this
Agreement,  Company and Executive acknowledge that, as of the date hereof, it is
reasonably contemplated that Executive's services will be utilized by Company in
executive,  managerial,  and/or supervisory  capacities  throughout the areas in
which Company conducts its business,  and in the general  operation of Company's
business wherever it is being conducted, throughout the world.

        Executive  agrees  that the  remedy at law for any  breach by him of the
covenants  contained  herein  will be  inadequate,  and  that in the  event of a
violation of the covenants  contained  herein,  in addition to any and all legal
and  equitable  remedies  which  may be  available,  the said  covenants  may be
enforced by an injunction in a suit in equity,  without the necessity of proving
actual damage, and that a temporary  injunction may be granted  immediately upon
the commencement of any such suit, and without notice. The parties hereto intend
that the  covenants  contained in this Section shall be deemed to be a series of
separate  covenants,  one for each  county  of each  state  where  Company  does
business. If, in any judicial proceeding, a court shall refuse to enforce any or
all of the  separate  covenants  deemed  included  in  such  action,  then  such
unenforceable  covenants shall be deemed  eliminated from the provisions  hereof
for the  purposes  of such  proceeding  to the  extent  necessary  to permit the
remaining separate covenants to be enforced in such proceeding.  Furthermore, if
in any  judicial  proceeding  a court shall  refuse to enforce  any  covenant by
reason of the duration or extent  thereof,  such covenant  shall be construed to
have only the maximum duration or extent permitted by law.

        15. Severability. Nothing contained herein shall be construed to require
the  commission of any act contrary to law.  Should there be a conflict  between
any of the provisions hereof and any present or future statute,  law, ordinance,
regulation,  or other  pronouncement  having the force of law,  the latter shall
prevail, but the provision of this

                E-7
Agreement  affected  thereby  shall be curtailed  and limited only to the extent
necessary  to bring it within the  requirements  of the law,  and the  remaining
provisions of this Agreement shall remain in full force and effect.

        16.  Attorney's  Fees and Costs. In the event of any dispute arising out
of the subject matter of the Agreement,  the prevailing party shall recover,  in
addition to any other  damages  assessed,  its  attorney's  fees and court costs
incurred in litigating or otherwise  settling or resolving such dispute  whether
or not an action is  brought  or  prosecuted  to  judgment.  In  construing  the
Agreement, none of the parties hereto shall have any term or provision construed
against such party solely by reason of such party having drafted the same.

        17.  Waiver.  The waiver by the Company of a breach of any  provision of
this Agreement by the Executive shall not operate or be construed as a waiver of
any  subsequent  breach by the  Executive.  No waiver  shall be valid  unless in
writing and signed by an authorized officer of the Company.

        18.  Assignment.  The  Executive  acknowledges  that the  services to be
rendered by him are unique and  personal.  Accordingly,  the  Executive  may not
assign any of his rights or delegate any of his duties or obligations under this
Agreement.  The rights and obligations of the Company under this Agreement shall
inure to the benefit of and shall be binding upon the  successors and assigns of
the Company.

        19. Entire Agreement.  This Agreement contains the entire  understanding
of the parties. It may not be changed orally but only by an agreement in writing
signed  by  the  party  against  whom   enforcement   of  any  waiver,   change,
modification, extension, or discharge is sought.

        20.  Governing  Law. This  Agreement  shall be construed and enforced in
accordance with the laws of the State of Arizona.

        21. Notices.  Notices shall be as given to each of the parties hereto at
such  address or  addresses  as each party  shall  provide  from time to time in
writing to the other. Initially such notices shall be sent,

        If  to  Executive:   Ron  Ricciardi,   9825  North  70th  Street,  #110,
        Scottsdale, AZ 85253.

        If to Company:  FBO Air,  Inc.,  c/o Jeff Trenk,  9087 E.  Charter  Oak,
        Scottsdale, AZ 85260

                E-8
IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written.

COMPANY:                                    EXECUTIVE:

FBO Air, Inc.

/s/ Jeffrey M. Trenk                        /s/ Ronald J. Ricciardi
Jeffrey M. Trenk                            Ronald J. Ricciardi

                E-9
Exhibit 10.2

                    BUSINESS DEVELOPMENT CONSULTING AGREEMENT

AGREEMENT,  dated as of the 2nd day of January 2004,  by and between  Jeffrey M.
Trenk, an individual,  ("Consultant") and FBO Air, Inc., an Arizona  corporation
with executive offices in Scottsdale, Arizona ("the Company").

                                   WITNESSETH:

WHEREAS,  Consultant is familiar  with the Company's  industry and is willing to
provide consulting services to the Company in order to assist the Company in the
development of its business; and

WHEREAS, the Company desires to engage Consultant to provide services to it, and
Consultant  is willing to provide  such  services on and subject to the terms of
this Agreement;

THEREFORE, the parties do hereby agree as follows:

1.   The  Term of this  agreement  shall  be for a period  of  three  (3)  years
     beginning upon the effective date of the initial fixed base  acquisition by
     the Company.

2.   The Company hereby engages  Consultant to perform Services,  as hereinafter
     defined  during  the  one-year  period  commencing  on  the  date  of  this
     Agreement.

          (a)  The services  ("Services")  to be performed by  Consultant  shall
               center on the merger and  acquisition  activity  of the  Company.
               Such   Services   shall   include,   but  not   limited  to,  the
               identification of prospects, initial contact with prospect(s) and
               the pursuit of  conversation  and/or  negotiation  leading to the
               receipt of sufficient  due diligence  information  to formulate a
               letter of intent issued by the Company. Consultant's Services may
               also  include   ongoing   negotiation   after  execution  by  the
               prospect(s) of a letter of intent,  with the intent to facilitate
               the  closing  of  a  merger/acquisition  with  such  prospect(s).
               Additionally,  Services may include marketing  activities for the
               Company,   recruiting   of  key   personnel,   and  the   overall
               implementation of the Company's business model.

3.   Working  Facilities  and  Equipment:  The  Consultant  shall have a private
     office,  administrative  support,  and Company  shall make  available  such
     equipment,  computers,  furniture and such other facilities and services as
     are suitable to his position and  appropriate  for the  performance  of his
     duties.  Consultant shall report to such senior executive  officer,  as the
     Company  shall  specify.  Initially,  Consultant  shall report to the Chief
     Executive Officer.

                E-10
4.   In consideration of the Services to be rendered by Consultant,  the Company
     shall pay Consultant as compensation for Services, a fee of:

          (a)  $125,000 per annum for the first twelve (12) months; $150,000 per
               annum for the second  twelve (12)  months;  and  $200,000 for the
               third twelve (12) months.

          (b)  An automobile allowance of $1,000 per month.

          (c)  An allowance for health insurance coverage of $1,000 per month.

          (d)  For each  year of this  Agreement,  Consultant  shall  be  issued
               Options to purchase 50,000 shares of common stock of the Company.
               Such Option shall be structured  substantially similar to Options
               afforded to members of the Company's Board of Directors.

5.   Consultant  acknowledges  that in  connection  with the  Services  rendered
     pursuant to this Agreement.  Consultant may have access to confidential and
     proprietary  technical  information  that belongs to the Company and/or its
     subsidiaries.  Confidential  information  for  purposes of the  Paragraph 5
     shall mean  proprietary  information  which may be marked  confidential and
     which relates to the Company's proprietary products and business model.

     Consultant agrees to treat as confidential and proprietary,  and not use or
     assist  others in using such  information  other than as  required  by this
     Agreement or is necessary for the  performance of Services  contemplated by
     this  Agreement.  Any  permitted  disclosure,  which  may be  necessary  in
     connection with the  performances  of services  pursuant to this Agreement,
     shall be made only on a need to know basis to a person who has agreed to be
     bound by the confidentiality provision of this Paragraph 5.

     The obligation of confidentiality  shall not apply to any information which
     (a) is received by Consultant from another party not under an obligation of
     confidentiality, (b) becomes public knowledge in the industry other than as
     a result of a violation  of an  obligation  of  confidentiality,  or (c) is
     required to be disclosed pursuant to law or legal process,  provided,  such
     disclosed  pursuant to law or legal  process,  provided,  such  disclosure,
     promptly  notify  the  Company  in order to enable  the  Company  to seek a
     protective  order,  and Consultant  shall not make any disclosure until and
     unless  ordered  to do so by the court,  in which  event  Consultant  shall
     disclose  only the  material  which is required to be  disclosed  under the
     court  order.  In the event that  Consultant  breaches  its  obligation  of
     confidentiality pursuant to this paragraph 5, Consultant consents to comply
     with these provisions.

     This  Paragraph  5 shall not  affect or limit,  and the  injunctive  relief
     provided in this  Paragraph 5 shall be in addition  to, any other  remedies
     available to the Company

                E-11
or any of its  subsidiaries,  whether  wholly  or  partially  owned  by the
     Company at law or in equity.

6.   In all matters relating to this Agreement, the Company and Consultant shall
     act as independent contractors,  neither shall be the employee of the other
     and each shall assume any and all liability  for its own acts.  Neither the
     Company  nor  Consultant  shall  have any  authority  to  assume  or create
     obligations,  express  or  implied,  on behalf  of the  other  party or any
     subsidiary  or affiliate of the other party,  and neither  party shall have
     any authority to represent any other party as its agent, employee, partner,
     or in any other capacity.

7.   This Agreement  constitutes the entire  agreement and  understanding of the
     parties,  superseding  any and all prior  written or  contemporaneous  oral
     agreement, understandings and letters of intent, and may not be modified or
     amended nor any right be waived except by a writing which expressly  refers
     to this Agreement,  states that it is a  modification,  amendment or waiver
     and is signed by both parties in the case of a modification or amendment or
     the party to be  charged  in the case of a waiver.  No course of conduct or
     dealing and no trade  custom or usage shall be construed to modify or amend
     any of the provisions of this Agreement.  The failure of any of the parties
     to this  Agreement  to  enforce  any  provision  of this  Agreement  on any
     occasion  shall not be deemed to be a waiver of any preceding or succeeding
     breach of such provision or of any other provision.

8.   Notice under any provision of this Agreement  shall be given in writing and
     by hand, overnight carrier or messenger service,  against signed receipt or
     acknowledgment  or receipt,  registered or certified  mail,  return receipt
     requested, or telecopier or similar means of communications if confirmed by
     mail as  provided  in this  Paragraph  8, the  parties at their  respective
     addresses set forth at the beginning of this  Agreement or by telecopier to
     the Company at 480-634-6566 or the Consultant at  480-634-6566.  Notices to
     the company  shall be sent to the  attention of the person  executing  this
     Agreement on behalf of such party. Either party may, by like notice, change
     the person, address or telecopier number to which notice should be sent.

9.   This Agreement and the  respective  rights,  duties and  obligations of the
     parties  pursuant to this  Agreement,  shall be governed  and  construed in
     accordance  with the laws of the State of Arizona  applicable to agreements
     executed and to be performed wholly within such state without regard to the
     principles of conflict of law. Each party hereby (i)  irrevocably  consents
     and agrees that any legal or equitable  action or proceeding  arising under
     or in Scottsdale, AZ, (ii) irrevocably submits to and accepts, with respect
     to  its  properties  and  assets,  generally  and  unconditionally,  in the
     personal  jurisdiction of the aforesaid courts and waives the defense of an
     inconvenient  forum to the  maintenance of such action or  proceeding,  and
     (iii)  agrees that service in any such action may be made either by mailing
     or  delivering a copy of such process to such party in the manner set forth

                E-12
in Paragraph 8 of this Agreement, other than by facsimile transmission,  or
     by any other manner permitted by law.

10.  This  Agreement  shall bind and inure to the  benefit of the  parties,  and
     their respective executors, administrators, successors and assigns.

11.  If any provision of this Agreement is found to be void or  unenforceable by
     court  of  competent   jurisdiction,   the  remaining  provisions  of  this
     Agreement, shall, nevertheless,  be binding, upon the parties with the same
     force and  effect as though the  unenforceable  part has been  severed  and
     deleted.

12.  Each of the  parties to this  agreement  shall  execute  and deliver to the
     other party, without charge to the other party, any further instruments and
     documents and take such other action as may be requested by the other party
     in order to provide for the other party the benefits of this Agreement.

13.  All references to the masculine, feminine, and neuter genders shall include
     the other genders,  the singular  shall include the plural,  and the plural
     shall include the singular.

14.  This  Agreement may be executed in one or more  counterparts,  all of which
     shall be deemed to be duplicate originals.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first written above.

On behalf of Company                                 On behalf of Consultant

/s/  Ronald J. Ricciardi                             /s/ Jeffrey M. Trenk
Ronald J. Ricciardi                                  Jeffrey M. Trenk

Its: Chief Executive Officer

                E-13
HAM,
  LANGSTON &
   BREZINA, L.L.P.
Certified Public Accountants
________________________________________________________________________________

                                                                    EXHIBIT 16.1

October 4, 2004

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir/Madam:

We have read Item 4 included  in the Form 8-K dated  September  30,  2004 of FBO
Air, Inc. to be filed with the  Securities  and Exchange  Commission  and are in
agreement  with the  statements  contained in  paragraphs  (a)(ii),  (a)(iv) and
(a)(v).  We have no basis to agree or  disagree  with  other  statements  of the
registrant contained therein.

Sincerely,

/s/ Ham, Langston & Brezina, L.L.P.

                E-14