<PAGE>

                                  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): August 20, 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)

                         SHADOWS BEND DEVELOPMENT, INC.
             200 Lafayette Street, Suite 750, Baton Rouge, LA 70801
          (Former Name or Former Address, if Changed Since Last Report)

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))
<PAGE>


                    INFORMATION TO BE INCLUDED IN THE REPORT

Section 2 - Financial Information

Item 2.01         Completion of Acquisition or Disposition of Assets.

     (a) On August 20, 2004,  pursuant to an Agreement  and Plan of Merger dated
as of July 26,  2004  (the  "Merger  Agreement")  by and  between  Shadows  Bend
Development,  Inc., a Nevada corporation (the "Company"),  and FBO Air, Inc., an
Arizona  corporation  ("FBO"),  FBO was merged (the  "Merger") with and into the
Company and the Company  simultaneously changed its name to FBO Air, Inc. A copy
of the Merger Agreement is filed as Exhibit 2 hereto and is incorporated  herein
by this reference.  The Merger  Agreement was approved by a written consent (the
"Consent")  of  stockholders  of  the  Company  holding  more  than  50%  of the
outstanding  shares of the Company's Common Stock,  $.001 par value (the "Common
Stock").  For certain other information as to the Merger,  see also Item 5.01 to
this Report.

     The Company also simultaneously  implemented (as authorized by the Consent)
a one-for-four reverse stock split of the Common Stock so that all references in
this Report to the number of shares of the Common Stock, unless otherwise noted,
shall  be on a  post-split  basis.  As a  result,  the  aggregate  of  pre-split
6,016,054  shares of the Common Stock held by  stockholders of the Company prior
to the Merger was reduced to an aggregate of 1,504,014  shares.  An aggregate of
4,521,625  shares of the Common Stock will be issued to the  shareholders of FBO
prior to the  Merger,  so that  they  will own  75.0%  of the  6,025,639  shares
outstanding  immediately after the Merger. The foregoing does not give effect to
the  aggregate  of  4,018,375  shares  initially  reserved  for  issuances  upon
conversions by the holders of the 8%  Convertible  Notes due April 15, 2009 (the
"Convertible  Notes")  issued by FBO and assumed by the Company  pursuant to the
Merger Agreement. Were such shares to be issued, the former FBO shareholders and
noteholders  would own, as a result of the Merger,  an  aggregate  of  8,540,000
shares, or 85.0% of the then outstanding  10,044,014 shares of the Common Stock,
assuming no other shares of the Common  Stock were issued in the interim  period
prior to conversion.  Copies of the  Convertible  Loan Agreement dated April 16,
2004 (the "Loan Agreement"),  the Amendatory Agreement dated as of July 12, 2004
to the Loan  Agreement  and the form of  Convertible  Note are filed as Exhibits
10.1,  10.2 and 10.3,  respectively,  to this  Report  and each is  incorporated
herein by this reference.

     FBO was  incorporated  on January 2, 2004 for the purpose of acquiring  the
assets  or stock of  companies  in the  fixed  base  operations  segment  of the
aviation industry in selected markets across the United States. The Company will
continue to pursue such proposed  line of business.  Prior to the Merger FBO was
negotiating  with two such  companies.  The  Company,  as  successor  to FBO, is
obligated  to close  one such  transaction  by  September  16,  2004 if it is to
receive the balance of $270,000 in loans  (currently FBO had received  $130,000)
and avoid  default,  which would  accelerate  the maturity  date of the existing
indebtedness. There can be no assurances as to when and if such acquisition will
be effected.

     Prior to the Merger, two FBO shareholders were stockholders of, or had some
relationship  with,  the  Company.  Ivan  Galindo,  formerly a  director  of the
Company,  was the
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holder of two shares of the  Common  Stock,  $.001 par  value,  of FBO (the "FBO
Common Stock") prior to the Merger and, as a result,  received  15,250 shares of
the Common  Stock as a result of the Merger.  Mr.  Galindo held no shares of the
Company  prior to the  Merger.  Jeffrey  M.  Trenk,  the son of  FBO's  (now the
Company's)  Chairman of the Board, was the holder of 38 shares of the FBO Common
Stock  prior to the Merger  and,  as a result,  received  289,750  shares of the
Common  Stock as a result of the Merger.  Mr.  Trenk is also the holder of 5,000
shares of the Common Stock acquired prior to the Merger. Ruth Trenk, the wife of
Mr.  Trenk,  was the  owner of 32 shares of the FBO  Common  Stock  prior to the
Merger and, as a result, received 244,000 shares of the Common Stock. Mrs. Trenk
held no shares of the Company prior to the Merger.  Mr. and Mrs.  Trenk disclaim
beneficial ownership in each other's shares.

Section 3 - Securities And Trading Markets

Item 3.02         Unregistered Sales of Equity Securities.

     (a) and (c)  Reference is made to Item 2.01 of this Report for  information
relating to the issuance of an aggregate of 4,521,625 shares of the Common Stock
to the former shareholders of FBO as a result of the Merger.

     (b) Not applicable.

     (d) The  Company  is of the  opinion  that the  issuances  of shares of the
Common Stock to the former shareholders of FBO were exempt from the registration
requirement  of  Section  5 of the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"),  pursuant to the exemption of Section 4(2) of the Securities
Act in that it was a  transaction  (i.e.,  the  Merger)  not  involving a public
offering.  Each  of  the  former  FBO  shareholders  gave a  written  investment
representation  to the Company with respect to the shares of the Common Stock to
be received by said shareholder.

     (e) There were no options, warrants or convertible securities issued by the
Company to the former shareholders of FBO pursuant to the Merger.  However,  the
Company assumed FBO's  obligations  pursuant to the Convertible  Notes. See Item
2.01 of this Report for information as to the convertibility  into shares of the
Common Stock of the Convertible Notes.

Section 5 - Corporate Governance And Management

Item 5.01         Changes in Control Registrant.

     As reported in Item 2.01 to this Report, on August 20, 2004, FBO was merged
with and into the Company.  A copy of the Merger Agreement is filed as Exhibit 2
to this Report and is incorporated herein by this reference.

     In addition,  both directors of the Company  (Michael W.  Sciacchetano  and
Ivan  Galindo)  resigned  and  Ronald  J.  Ricciardi  and Alvin S.  Trenk,  both
directors  of FBO,  were  elected  instead  as  directors  of the  Company.  Mr.
Sciacchetano,  the sole officer of the Company, resigned all of his officerships
in the Company. Mr. Trenk was elected Chairman of the Board of the Company
<PAGE>
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and Mr.  Ricciardi was elected its President and designated its Chief  Executive
Officer. Mr. Trenk received 15,250 shares of the Common Stock as a result of the
Merger, or less than 1% of the outstanding shares of the Common Stock, while Mr.
Ricciardi  received  876,875 shares,  or 14.6% of the outstanding  shares of the
Common Stock.

     Management is not aware of any  arrangement  which would result in a future
change of control except as follows:  The ten holders of the  Convertible  Notes
have the right, as indicated in Item 2.01 to this Report,  to convert such Notes
initially into an aggregate of 4,018,375 shares of the Common Stock, which would
constitute 40% of the  outstanding  shares of the Common Stock as of the date of
the  Merger(assuming no further issuances of shares of the Common Stock).  These
holders  have the right to convert the  Convertible  Notes into 40% of the Newco
Outstanding Shares (as such term is defined in the Convertible Notes) so long as
the  Convertible  Notes  are  outstanding.  In  addition,  the  holders  of  the
Convertible Notes have the right, pursuant to the Loan Agreement, to designate a
person for election as a director, but no such designation has been made as yet.
As indicated in the preceding paragraph of this Item 5.01 to this Report,  there
are currently two directors and up to seven directors may be elected in total by
the  stockholders  of  the  Company.  Theodore  V.  Fowler  is the  holder  of a
Convertible  Note  in the  principal  amount  of  $15,000,  which  is  initially
convertible  into 150,689 shares of the Common Stock, and may also be deemed the
beneficial owner of the 1,004,592 shares initially  issuable upon the conversion
of four Convertible Notes in the aggregate  principal amount of $100,000 because
he would have shared voting and dispositive rights with respect to the shares of
the  Common  Stock  after the  conversion.  Accordingly,  he may be  deemed  the
beneficial owner,  after  conversion,  of an aggregate of 1,155,281 shares which
would constitute  16.1% of the 7,180,920 shares of the Common Stock  outstanding
if only these five Convertible  Notes were converted and 11.5% of the 10,044,014
shares of the Common  Stock  outstanding  if all of the  Convertible  Notes were
convertible.

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

     (a) Not Applicable.

     (b) As reported in Item 5.01 to the Report, Michael Sciacchitano,  the sole
officer of the Company,  resigned all of his positions effective with the Merger
on August 20, 2004.

     (c) Also as reported in Item 5.01 to this Report,  Ronald J.  Ricciardi was
elected as the President of the Company and  designated  as its Chief  Executive
Officer  effective  with the Merger on August 20, 2004.  The new  directors  are
looking for a suitable person or persons to serve as Chief Financial Officer and
Chief Accounting Officer of the Company.

     Mr.  Ricciardi  served as the President and Chief Executive  Officer of FBO
from the initial planning stages in June 2003 (FBO was formally  incorporated on
January 2, 2004) until its merger with and into the Company on August 20,  2004.
From August,  2001 to May,  2003,  Mr.  Ricciardi  served as President and Chief
Executive   Officer  of  P&A  Capital   Partners,   Inc.   (and  a   predecessor
organization),   an  entertainment   finance  company   chartered  to  fund  the
distribution  of  independent  films.  Mr.  Ricciardi was also the co-founder of
eTurn, a high technology service
<PAGE>
<PAGE>

provider.  From June,  1999 to September 2000, Mr.  Ricciardi  served as eTurn's
Chairman  and  Chief  Executive  Officer,  where he  developed  a  consolidation
strategy,  negotiated  pipeline  potential  merger and  acquisition  candidates,
published placement  memoranda and executed multiple private,  institutional and
venture capital presentations. From May, 1995 to May, 1999, Mr. Ricciardi served
as President and Chief Executive Officer of Clearidge,  Inc., a leading regional
consumer  products  company,  where he  provided  strategic  and  organizational
development and led a consolidation effect, which included 14 transactions. From
1984  to  1993,  Mr.  Ricciardi  served  in  multiple  positions  of  increasing
responsibility, including as an Area Vice-President, for Pepsi-Cola Company.

     Mr.  Ricciardi  has  served,  since  February  9, 2004,  as a  director  of
Limelight  Media  Group,  Inc., a company the common stock of which is traded on
the OTC Bulletin Board and which was founded in February 2000 to create,  manage
and support out-of-home digital advertising and promotional networks.

     Mr. Ricciardi had an employment agreement (the "Employment Agreement") with
FBO providing for (i) a three-year  term, which would not become effective until
the first fixed base  acquisition  by FBO; (ii) an initial annual base salary of
$125,000,  increasing  to $150,000 in the second year and  $200,000 in the third
year;  (iii) an  incentive  bonus of three  percent of FBO's  EBITDA and (iv) an
annual grant of a stock option for a number of shares of the FBO Common Stock to
be determined  annually by the FBO Board. The Company has assumed the Employment
Agreement as a result of the Merger and will file a copy thereof when and if the
Employment Agreement becomes effective.

Item 5.03  Amendments to Articles of Incorporation or Bylaws;
           Change in Fiscal Year.

     Pursuant to the Consent,  the Company also increased its authorized  shares
of the Common Stock from 50,000,000 to 100,000,000  effective August 20, 2004. A
copy of the Amendment to the Certificate of Incorporation  effecting such change
is  filed  as  Exhibit  3 to this  Report  and is  incorporated  herein  by this
reference.

Section 9 - Financial Statements and Exhibits

Item 9.01         Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired:

         Financial  statements of FBO Air, Inc., an Arizona corporation ("FBO"),
will be filed by an amendment  to this Report on or before the date  required by
Item 9.01(4) of Form 8-K.

     (b) Pro Forma Financial Information:

         Pro forma financial  information relating to the Merger of FBO with and
into the Company  will be filed by an  amendment to this Report on or before the
date required by Item 9.01(4) of Form 8-K.
<PAGE>

<PAGE>

     (c) Exhibits:

Exhibit No.    Description of Exhibit

        2      Agreement  and Plan of  Merger  dated as of July 26,  2004 by and
               between the Company and FBO (without schedules).

        3      Certificate   of  Amendment  to  the  Company's   Certificate  of
               Incorporation filed on July 30, 2004

        10.1   Convertible  Loan Agreement dated April 16, 2004 by and among FBO
               and the Investors named in Schedule A thereto.

        10.2   Amendatory Agreement dated as of July 12, 2004 to the Convertible
               Loan Agreement filed as Exhibit 10.1

        10.3   Form of  Convertible  Note due April 15, 2009 issued  pursuant to
               the Convertible Loan Agreement filed as of Exhibit 10.1

<PAGE>

<PAGE>


                                   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  August 23, 2004                           By:  /s/ Ronald J. Ricciardi
                                                         Ronald J. Ricciardi
                                                         President and
                                                         Chief Executive Officer

<PAGE>

<PAGE>



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

Exhibit No.      Description of Exhibit                                     Page

        2        Agreement  and Plan of Merger  dated as of July 26, 2004 by
                 and between the Company and FBO (without schedules).        E-2

        3        Certificate  of  Amendment  to  the  Company's  Certificat
                 of Incorporation filed on July 30, 2004                    E-24

        10.1     Convertible  Loan  Agreement  dated April 16, 2004 by and
                 among FBO and the Investors named in Schedule A thereto.   E-26

        10.2     Amendatory   Agreement  dated  as  of  July  12,  2004  to
                 the Convertible Loan Agreement filed as Exhibit 10.1       E-32

        10.3     Form of Convertible  Note due April 15, 2009 issued pursuant
                 to the Convertible Loan Agreement filed as of Exhibit 10.1 E-34


<PAGE>
<PAGE>

                                                                       Exhibit 2




                          AGREEMENT AND PLAN OF MERGER




                                 by and between


                         Shadows Bend Development, Inc.


                                       and


                                  FBO Air, Inc.

















                            Dated as of July 26, 2004

<PAGE>
<PAGE>

<TABLE>
<S>      <C>        <C>                                                                                        <C>

ARTICLE 1         DEFINITIONS...................................................................................1
         1.01     Certain Definitions...........................................................................1

ARTICLE 2         PLAN OF MERGER OF FBO AIR WITH AND INTO Shadows Bend..........................................2
         2.01     The Merger....................................................................................2
         2.02     Adoption of Plan; Requirements for Approval of Shareholders and Stockholders of Both FBO Air
                  and Shadows Bend..............................................................................3
         2.03     Proposals To Be Approved By the Shareholders of FBO Air and the Stockholders of Shadows Bend..3
         2.04     Establishment of Record Dates.................................................................3
         2.05     Articles of Incorporation.....................................................................3
         2.06     Directors and Officers........................................................................3
         2.07     Bylaws.  .....................................................................................3
         2.08     Conversion of Shares..........................................................................3
         2.09     Exchange of Certificates for of Shares; Fractional Shares.....................................4
         2.10     Surrender of FBO Air Certficates..............................................................4
         2.11     Stock Transfer Books..........................................................................6
         2.12     Dissenting Shares.............................................................................6
         2.13     Restriction on Transfer.......................................................................6
         2.14     Restrictive Legend............................................................................6

ARTICLE 3         CLOSING; EFFECTIVE TIME.......................................................................6
         3.01     Closing.......................................................................................6
         3.02     Conditions to the Obligations of Shadows Bend and FBO Air.....................................7

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF Shadows Bend................................................7
         4.01     Organization, Standing, Qualifications, etc...................................................7
         4.02     Capitalization................................................................................7
         4.03     Articles of Incorporation, By-Laws and Minutes................................................7
         4.04     Financial Statements..........................................................................7
         4.05     Authorization.................................................................................8
         4.06     Litigation....................................................................................8
         4.07     Subsidiaries..................................................................................8
         4.08     Compliance with Law and Other Instruments.....................................................8
         4.09     Contracts and Commitments.....................................................................9
         4.10     Liabilities...................................................................................9
         4.11     Title to Properties and Related Matters.......................................................9
         4.12     Directors and Officers........................................................................9
         4.13     Tax Returns...................................................................................9
         4.14     Brokers and Finders...........................................................................9
         4.15     Prior Sales..................................................................................10
         4.16     Stockholders List............................................................................10
         4.17     Transfer Agent...............................................................................10
         4.18     Compliance with Laws and Regulations.........................................................10
         4.19     Material Contract Defaults...................................................................10
         4.20     Absence of Certain Changes or Events.........................................................10
         4.21     Books and Records............................................................................11
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S>      <C>      <C>                                                                                         <C>

ARTICLE 5         REPRESENTATIONS AND WARRANTIES OF FBO AIR....................................................11
         5.01     Organization, Standing, Qualifications, etc..................................................11
         5.02     Capitalization...............................................................................12
         5.03     Articles of Incorporation and By-Laws........................................................12
         5.04     Financial Statements.........................................................................12
         5.05     Authorization................................................................................12
         5.06     Litigation...................................................................................12
         5.07     Subsidiaries.................................................................................13
         5.08     Compliance with Law and Other Instruments....................................................13
         5.09     Contracts and Commitments....................................................................13
         5.10     Liabilities..................................................................................13
         5.11     Title to Properties and Related Maters.......................................................13
         5.12     Directors and Officers.......................................................................13
         5.13     Tax Returns..................................................................................13
         5.14     Brokers and Finders .........................................................................13
         5.15     Shareholders List............................................................................13
         5.16     Compliance with Laws and Regulations.........................................................14
         5.17     Material Contract Defaults...................................................................14
         5.18     Absence of Certain Changes or Events.........................................................14
         5.19     Books and Records............................................................................15

ARTICLE 6         COVENANTS OF FBO AIR PRIOR TO EFFECTIVE TIME OF MERGER.......................................15
         6.01     Consents of the FBO Air Shareholders.........................................................15
         6.02     State Statutes...............................................................................15
         6.03     Access . 15
         6.04     Representations..............................................................................15
         6.05     Preservation of Business.....................................................................15
         6.06     Approvals....................................................................................16
         6.07     Notice of Breach.............................................................................16
         6.08     Negotiations with Third Parties..............................................................16

ARTICLE 7         COVENANTS OF Shadows Bend PRIOR TO EFFECTIVE TIME............................................16
         7.01     Stockholders' Meeting........................................................................16
         7.02     State Statutes...............................................................................16
         7.03     Access . 16
         7.04     Representations..............................................................................17
         7.05     Preservation of Business.....................................................................17
         7.06     Approvals....................................................................................17
         7.07     Notice of Breach.............................................................................17
         7.08     Negotiations with Third Parties..............................................................17

ARTICLE 8         CONDITIONS TO OBLIGATIONS OF Shadows Bend AND FBO AIR........................................17
         8.01     Stockholder and Shareholder Approval.........................................................17

ARTICLE 9         FURTHER CONDITIONS TO OBLIGATIONS OF Shadows Bend............................................17
         9.01     Representation Letter........................................................................17
         9.02     Litigation...................................................................................18
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S>               <C>                                                                                         <C>

ARTICLE 10        FURTHER CONDITIONS TO OBLIGATIONS OF FBO AIR.................................................18
         10.01    Representation Letter........................................................................18
         10.02    Litigation...................................................................................18
         10.03    Private Transaction..........................................................................18

ARTICLE 11        NO PUBLIC DISCLOSURE.........................................................................18
         11.01    No Public Disclossure........................................................................18

ARTICLE 12        CONFIDENTIAL INFORMATION.....................................................................19
         12.01    Confidential Information.....................................................................19

ARTICLE 13        TERMINATION: ABANDONMENT OF ACQUISITION......................................................19
         13.01    Termination..................................................................................19
         13.02    Liability....................................................................................20

ARTICLE 14        MISCELLANEOUS................................................................................20
         14.01    Survival of Representations, Warranties and Agreements.......................................20
         14.02    Further Assurances...........................................................................20
         14.03    Notices  ....................................................................................20
         14.04    Waivers   ...................................................................................20
         14.05    Amendments...................................................................................21
         14.06    Governing Law................................................................................21
         14.07    Expenses  ...................................................................................21
         14.08    Parties   ...................................................................................21
         14.09    Complete Agreement -- Severability...........................................................21
         14.10    Construction.................................................................................21
         14.11    Counterparts.................................................................................21
         14.12    Facsimile Execution..........................................................................22
</TABLE>

                                    Schedules

          Schedule  Content
          4.06      Litigation Against Shadows Bend
          4.12      List of Shadows Bend Directors and Officers
          4.20      Exceptions to Absence of Certain Changes or Events Relating
                    to Shadows Bend
          5.10      Liabilities of FBO Air
          5.11      Exceptions to Title and List of Assets of FBO Air
          5.12      List of FBO Air Directors and Officers
          5.18      Exceptions to Absence of Certain Changes or Events Relating
                    to FBO Air



<PAGE>


                          AGREEMENT AND PLAN OF MERGER

     THIS  AGREEMENT AND PLAN OF MERGER dated as of this 26th day of July,  2004
(this  "Agreement")  is  by  and  between  Shadows  Bend  Development,  Inc.,  a
publicly-held Nevada corporation ("Shadows Bend"), and FBO Air, Inc., an Arizona
corporation  ("FBO  Air"),  referred  to herein  sometimes  collectively  as the
"Parties" and individually a "Party."

                              W I T N E S S E T H:

     WHEREAS,  the Boards of Directors of Shadows Bend and FBO Air deem that the
merger of FBO Air with and into Shadows Bend on the terms herein set forth to be
desirable  and in  the  best  interests  of  their  respective  stockholders  or
shareholders  and,  subject to  approval  by their  respective  stockholders  or
shareholders,   desire  to  adopt  this   Agreement  to  result  in  a  tax-free
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended;

     WHEREAS,  the Boards of Directors of Shadows Bend and FBO Air have approved
this Agreement and have directed that this Agreement and the merger contemplated
hereby  (the  "Merger")  be  submitted  to  their  respective   stockholders  or
shareholders for adoption; and

     WHEREAS,  Shadows Bend and FBO Air desire to make certain  representations,
warranties, covenants and agreements in connection with this Agreement;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
representations,  warranties,  covenants  and  agreements  contained  herein and
intended to be legally bound, Shadows Bend and FBO Air hereby agree that FBO Air
shall be  merged  with and into  Shadows  Bend,  and that the  plan,  terms  and
conditions of the Merger shall be as follows:

                                    ARTICLE 1
                                   Definitions

1.1  Certain  Definitions.   The  following  terms  shall,  when  used  in  this
     Agreement, have the following meanings:

     "ABCA" shall mean the Arizona Business Corporation Act.

     "Affiliate"  shall mean,  with respect to any Person,  any other Person who
controls,  is controlled by, or is under common control with,  such Person.  For
the purposes of this definition,  "Control" (including its correlative meanings,
"controlling,"  "controlled  by" and "under common control with") shall mean the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  and  policies  of a Person,  whether  through the
ownership of voting securities or partnership or other interests, by contract or
otherwise.

     "Business Day" means any day other than Saturday,  Sunday or a day on which
banking  institutions in Scottsdale,  Arizona,  are required or authorized to be
closed.

     "Code" means the United States Internal Revenue Code of 1986, as amended.

     "Commission" means the Securities and Exchange Commission or any Regulatory
Authority that succeeds to its functions.

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations thereunder.

<PAGE>
<PAGE>


     "Liability"  means any debt,  liability  or  obligation  (whether  known or
unknown, whether asserted or unasserted, whether absolute or contingent, whether
accrued or unaccrued, whether liquidated or unliquidated,  and whether due or to
become due).

     "Merger  Shares" means the shares of Shadows Bend Common Stock  deliverable
by Shadows  Bend in  exchange  for shares of FBO Air Common  Stock  pursuant  to
Section 2.09 hereof.

     "NRS"  shall  mean  the  Nevada  Revised   Statutes,   including,   without
limitation, Chapters 78 (General Corporation Law) and 92A (Mergers and Exchanges
of Interest).

     "Person"  means  any  natural  person,  corporation,   partnership,  trust,
unincorporated organization,  association, limited liability company, Regulatory
Authority or other entity.

     "Regulatory  Authority" shall mean any governmental  authority,  including,
without limitation, any federal, state, local, regional,  municipal,  regulatory
or foreign department, commission, agency, board, instrumentality,  court, body,
authority or other  instrumentality  or political unit or subdivision or offical
thereof, whether domestic or foreign.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations thereunder.

     "Shareholder" means holder(s) of stock in FBO Air.

     "Stockholder" means holder(s) of stock in Shadows Bend.

     "Subsidiary"  of a  specified  Person  means (a) any  Person if  securities
having  ordinary voting power (at the time in question and without regard to the
happening of any  contingency)  to elect a majority of the directors,  trustees,
managers or other  governing  body of such Person are held or  controlled by the
specified  Person or a Subsidiary  of the  specified  Person;  (b) any Person in
which the  specified  Person  and its  Subsidiaries  collectively  hold a 50% or
greater equity  interest;  (c) any partnership or similar  organization in which
the specified Person or subsidiary of the specified Person is a general partner;
or (d) any Person the  management of which is directly or indirectly  controlled
by the  specified  Person and its  Subsidiaries  through the  exercise of voting
power, by contract or otherwise.

                                   ARTICLE II
              Plan of Merger of FBO Air with and into Shadows Bend

2.01 The Merger.

     (a) Merger. Upon the terms and subject to the conditions of this Agreement,
at the Effective Time (as such term is hereinafter  defined in subsection (b) of
this Section 2.01) and in accordance with the applicable terms of state law, FBO
Air will be merged with and into Shadows Bend,  whereupon the separate existence
of FBO Air shall cease and Shadows Bend shall be the  surviving  corporation  in
the Merger.

     (b) Effective Time. At the Closing (as such term is hereinafter  defined in
Section 3.01  hereof),  the Parties shall cause  appropriate  articles of merger
with respect to the Merger to be executed and filed with the  Secretary of State
of the State of Nevada and the  Corporation  Commission of the State of Arizona,
each in accordance with applicable  state law. In connection  therewith  Shadows
Bend shall change its name to FBO Air,  Inc.  The Merger shall become  effective
immediately  following the time when the articles of merger between Shadows Bend
and FBO Air have been duly filed with and accepted by the  Secretary of State of
the State of Nevada,  or such later time as may be specified in such articles of
merger (the "Effective Time").

2.02  Adoption  of  Plan;   Requirements   for  Approval  of  Shareholders   and
Stockholders  of Both FBO Air and Shadows  Bend.  The Merger  described  in this
Agreement will require the approval of Shadows Bend's Stockholders and FBO Air's
Shareholders  under the NRS and the ABCA,  respectively.  The Parties  intend to
accomplish  such approval by securing the consents of holders of more than fifty
percent (50%) of their outstanding shares pursuant to the NRS and the ABCA.
<PAGE>
<PAGE>

2.03  Proposals  to  be  Approved  By  the  Shareholders  of  FBO  Air  and  the
Stockholders  of  Shadows  Bend.  Both  the  Shareholders  of FBO  Air  and  the
Stockholders  of Shadows Bend shall approve this Agreement and the  transactions
contemplated  hereunder and the  Stockholders  of Shadows Bend shall approve the
following  proposals:  (a)  approval  of (i) the  proposed  directors  to assume
positions on the Shadows Bend's Board of Directors at the Effective  Time,  (ii)
the change of name of Shadows Bend Development,  Inc. to FBO Air, Inc. and (iii)
effecting a 1:4 reverse  split so that the shares  outstanding  at the Effective
Time and owned by  Stockholders  of Shadows  Bend prior to  consummation  of the
Merger  shall be 1,504,014  and (b)  approval of an amendment to Shadows  Bend's
Articles of  Incorporation  to increase  the  authorized  shares to  100,000,000
shares of Shadows Bend Common Stock. The certificate of amendment  incorporating
the foregoing  amendment shall be filed with the Secretary of State of the State
of Nevada  just prior to filing the  articles  of merger as  provided in Section
2.01(b) hereof.

2.04  Establishment  of Record  Dates.  The  record  date for the  Shadows  Bend
Stockholders entitled to vote on approval of this Agreement and the transactions
contemplated  thereunder  shall be a date selected by the Shadows Bend directors
which is as soon after the date hereof as  permitted  by the NRS.  FBO Air shall
establish its own record date, if necessary, for its Shareholders to vote on and
approve the Merger in accordance with the ABCA.

2.05 Articles of Incorporation.  Subject to amending as provided in Section 2.03
hereof,  Shadows Bend's  Articles of  Incorporation,  in effect at the Effective
Time,  until they are  further  amended as provided  therein or by law,  will be
Shadows Bend's Articles of Incorporation.

2.06  Directors and  Officers.  At the Effective  Time,  FBO Air's  officers and
directors shall replace Shadows Bend's officers and directors. The new directors
shall hold such  positions  until the next  annual  meeting of  stockholders  of
Shadows Bend or until their successors are duly elected and qualify.

2.07 Bylaws. Shadows Bend's Bylaws shall remain in effect until they are amended
as provided therein or otherwise by law.

2.08 Conversion of Shares. By virtue of the Merger and without any action on the
part of the holders  thereof,  each share of the FBO Air Common Stock issued and
outstanding  immediately prior to the Effective Date,  including shares, if any,
held in FBO Air's treasury,  shall be converted into, and represent the right to
receive, 7,625 shares of the Shadows Bend Common Stock (i.e., the Merger Shares)
after giving effect to the reverse stock split to be authorized and  implemented
pursuant to Section 2.03  hereof.  The Merger  Shares  shall be validly  issued,
fully paid and non-assessable.

2.09     Exchange of Certificates for Shares; Fractional Shares.

     (a) Exchange of  Certificates.  On and after the Effective Time, the holder
of a  certificate  or  certificates  representing  FBO Air  Common  Stock,  upon
presentation  and surrender of such  certificate or certificates to Shadows Bend
or its transfer agent,  Interstate Transfer Company,  Inc., shall be entitled to
receive in exchange  therefor a certificate  or  certificates  representing  the
number of full  shares of Merger  Shares to which he, she or it is  entitled  as
provided in Article 2.08 hereof.  Until so presented and surrendered in exchange
for a certificate  representing  Merger Shares,  each  certificate  representing
issued and  outstanding  shares of FBO Air Common  Stock  relative to the Merger
shall, except as provided in the following sentence,  be deemed for all purposes
to evidence  ownership of the number of full shares of Merger  Shares into which
such shares of FBO Air Common Stock have been converted  pursuant to the Merger.
Until surrender of such  certificates in exchange for certificates  representing
Merger  Shares,  the holder thereof shall not be entitled to vote at any meeting
of Shadows Bend Stockholders.

     (b) Fractional  Shares.  No fractional  shares of Shadows Bend Common Stock
shall be issued in the Merger. All shares of the Merger Shares to which a holder
of FBO Air Common Stock shall be  aggregated  and if a  fractional  share of the
Merger Shares results even after such  aggregation,  such fractional share shall
be rounded up or down to the  nearest  whole  share of the  Shadows  Bend Common
Stock, in lieu of the fractional share.
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<PAGE>

2.10 Surrender of FBO Air Certificates.

     (a) Exchange Procedures. Promptly after the Effective Time, Shadows Bend or
its  appointed   designee  shall  mail  to  each  holder  of  a  certificate  or
certificates of FBO Air Common Stock ("FBO Air  Certificates")  whose shares are
converted  into  the  right  to  receive  the  Merger  Shares  (i) a  letter  of
transmittal  (which shall specify that delivery  shall be effected,  and risk of
loss and title to FBO Air  Certificates  shall pass to Shadows  Bend,  only upon
delivery of the FBO Air  Certificates to Shadows Bend and which shall be in such
form and have such other provisions as Shadows Bend may reasonably  specify) and
(ii) instructions for use in effecting the surrender of the FBO Air Certificates
in  exchange  for the Merger  Shares and any  dividends  or other  distributions
pursuant to Section 2.10(b)  hereof.  Upon surrender of FBO Air Certificates for
cancellation  to Shadows Bend,  together with such letter of  transmittal,  duly
completed and validly executed in accordance with the instructions  thereto, the
holders of such FBO Air  Certificates  shall be  entitled  to receive the Merger
Shares in exchange therefor and any dividends or distributions  payable pursuant
to  Section 2.10(b)  hereof,  and the FBO Air Certificates so surrendered  shall
forthwith be canceled.  Until so surrendered,  outstanding FBO Air  Certificates
will be deemed from and after the Effective  Time,  for all corporate  purposes,
subject to Section 2.09  hereof, to evidence the ownership of the number of full
shares of the Merger  Shares into which such shares of the FBO Air Common  Stock
shall have been so converted and any dividends or distributions payable pursuant
to  Section 2.10(b)  hereof.  Notwithstanding  the  foregoing,  if any  FBO  Air
certificate is lost, stolen,  destroyed or mutilated,  such holder shall provide
evidence  reasonably  satisfactory  to  Shadow  Bend  as to  such  loss,  theft,
destruction or mutilation and an affidavit in form and substance satisfactory to
Shadows  Bend,  and,  thereupon,  such  holder  shall be entitled to receive the
Merger Shares in exchange  therefor and any dividends or  distributions  payable
pursuant to  Section 2.10(b)  hereof,  and FBO Air  Certificates  so surrendered
shall forthwith be canceled.

     (b) Distributions With Respect to Unexchanged Shares. No dividends or other
distributions  declared or made after the date of this Agreement with respect to
Shadows  Bend Common Stock with a record date after the  Effective  Time will be
paid to the holders of any  unsurrendered  FBO Air Certificates  with respect to
the shares of Merger Shares  represented  thereby until the holders of record of
such FBO Air  Certificates  shall surrender such FBO Air Certificates or, in the
case of any FBO Air Certificate which is lost,  stolen,  destroyed or mutilated,
an affidavit in form and  substance  satisfactory  to Shadows  Bend.  Subject to
applicable law, following surrender of any such FBO Air Certificates or delivery
of such  affidavit,  Shadows Bend shall deliver to the record  holders  thereof,
without  interest,  the Merger  Shares and the amount of any such  dividends  or
other  distributions  with a record date after the  Effective  Time payable with
respect to such whole shares of FBO Air Common Stock.

     (c) Transfers of Ownership. If certificates for shares of Merger Shares are
to be  issued  in a name  other  than  that in  which  the FBO Air  Certificates
surrendered in exchange  therefor are registered,  it will be a condition of the
issuance  thereof that the FBO Air  Certificates so surrendered will be properly
endorsed  and  otherwise  in  proper  form for  transfer  and  that the  persons
requesting such exchange will have paid to Shadows Bend or any agent  designated
by it any  transfer  or other  taxes  required  by  reason  of the  issuance  of
certificates  for  shares of Merger  Shares in any name  other  than that of the
registered  holder  of the  FBO  Air  Certificates  surrendered,  or  will  have
established to the  satisfaction  of Shadows Bend or any agent  designated by it
that such tax has been paid or is not payable.

     (d) Required  Withholding.  In connection with any payment to any holder or
former holder of the FBO Air Common Stock,  each of FBO Air and the Shadows Bend
shall be  entitled  to deduct and  withhold  from any  consideration  payable or
otherwise  deliverable pursuant to this Agreement to any holder or former holder
of the FBO Air Common  Stock such  amounts as may be  required to be deducted or
withheld  therefrom  under the Code or under any  provision  of state,  local or
foreign tax law or under any other  applicable  laws. To the extent such amounts
are so deducted or  withheld,  such  amounts  shall be treated for all  purposes
under this  Agreement  as having  been paid to the  person to whom such  amounts
would otherwise have been paid.

     (e) No Liability.  Notwithstanding anything to the contrary in this Section
2.10,  neither FBO Air, Shadows Bend nor any Party hereto shall be liable to any
Person  for any  amount  properly  paid to a  public  official  pursuant  to any
applicable  abandoned  property,   escheat  or  similar  law.  If  any  FBO  Air
Certificate shall not have been
<PAGE>
<PAGE>

surrendered  prior to the  date  immediately  prior  to the  date on which  such
property  would  otherwise  escheat to or become the property of any  Regulatory
Authority,  any such property,  to the extent permitted by applicable law, shall
become the property of Shadows Bend, free and clear of all claims or interest of
any Person previously entitled thereto.

     (f)  Termination.  Any  holders  of the FBO Air  Certificates  who have not
complied  with this  Article 2 shall look only to Shadows  Bend for, and Shadows
Bend shall remain  liable for,  payment of their claim for Merger Shares and any
dividends or  distributions  with respect to Shadows Bend Common Stock,  without
interest thereon.

2.11 Stock Transfer  Books.  At the Effective  Time, the stock transfer books of
FBO Air shall be closed, and there shall be no further registration of transfers
of shares of FBO Air Common Stock thereafter on the records of FBO Air.

2.12 Dissenting Shares.

     (a)  FBO  Air.  Shares  of FBO  Air  Common  Stock  which  are  issued  and
outstanding  immediately  prior  to the  Effective  Time and  which  are held by
persons who have  properly  exercised,  and not  withdrawn or waived,  appraisal
rights  with  respect  thereto  in  accordance  with the ABCA  (the  "Dissenting
Shares"), will not be converted into the right to receive the Merger Shares, and
holders  of such  shares  of FBO Air  Common  Stock  will be  entitled,  in lieu
thereof,  to receive  payment of the  appraised  value of such shares of FBO Air
Common Stock in accordance with the provisions of the ABCA unless and until such
holders  fail to  perfect  or  effectively  withdraw  or lose  their  rights  to
appraisal and payment under the ABCA.  If, after the  Effective  Time,  any such
holder  fails to perfect or  effectively  withdraws  or loses such  right,  such
shares of FBO Air  Common  Stock will  thereupon  be treated as if they had been
converted  at the  Effective  Time into the right to receive the Merger  Shares,
without any interest  thereon.  FBO Air will give Shadows Bend prompt  notice of
any demands received by FBO Air for appraisal of shares of FBO Air Common Stock.
Prior to the  Effective  Time,  FBO Air will not,  except with the prior written
consent of Shadows Bend, make any payment with respect to, or settle or offer to
settle, any such demands.

     (b) Shadows Bend. To the extent  applicable under the NRS, if the Merger is
approved by Shadows  Bend  Stockholders,  Shadows Bend shall comply with Section
92.A.300 to 92A.500 of the NRS with respect to dissenters' rights.

2.13 Restriction on Transfer. The Merger Shares may not be sold, transferred, or
otherwise disposed of without  registration under the Securities Act or pursuant
to an exemption therefrom. In the absence of an effective registration statement
covering the Merger Shares or any available  exemption from  registration  under
the Securities  Act, the Merger Shares must be held  indefinitely.  Shareholders
are  aware  that  the  Merger  Shares  may not be  sold  pursuant  to  Rule  144
promulgated  under the  Securities Act unless all of the conditions of that Rule
are met.  Among the conditions  for use of Rule 144 may be the  availability  of
current  information to the public about Shadows Bend, which  information is not
currently available.

2.14 Restrictive  Legend. All certificates  representing the Merger Shares shall
contain the following legend:

        "THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  MAY  NOT BE  SOLD,
        TRANSFERRED,  OR OTHERWISE  DISPOSED OF WITHOUT  REGISTRATION  UNDER THE
        SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR  PURSUANT  TO AN  EXEMPTION
        THEREFROM."


                                    ARTICLE 3
                             Closing; Effective Time

3.01 Closing.  The Closing of the Merger shall take place at FBO Air's corporate
offices (or such other


<PAGE>


<PAGE>

place  as  the  Parties  may  determine)  at  such  date  and  time,  after  the
satisfaction  or waiver of the last of the conditions set forth in Articles 8, 9
and 10 hereof to be  satisfied  or waived,  as the  Parties may  determine.  The
Closing of such transactions is herein called the "Closing" and the date of that
Closing is referred to herein as the  "Closing  Date." The Closing is subject to
the conditions set forth herein.

3.02  Conditions to the Obligations of Shadows Bend and FBO Air. The obligations
of Shadows Bend and FBO Air to effect the transactions  contemplated  hereby are
further subject to the following conditions and those set forth in Articles 8, 9
and 10:

     (a) The Boards of  Directors of each of Shadows Bend and FBO Air shall have
approved and authorized the transactions contemplated herein.

     (b) No action,  suit or  proceeding by or before any  Regulatory  Authority
shall have been commenced or threatened,  and no investigation by any Regulatory
Authority shall have been commenced or threatened,  seeking to restrain, prevent
or challenge the transactions  contemplated  hereby or seeking judgments against
FBO Air or Shadows Bend.

                                    ARTICLE 4
                 Representations and Warranties of Shadows Bend

4.01 Organization, Standing, Qualification, etc. Shadows Bend is a publicly held
Nevada  corporation duly organized,  validly existing and in good standing under
the laws of the State of  Nevada.  Shadows  Bend has at all times had  requisite
corporate power and is duly authorized, qualified, franchised and licensed under
all applicable laws, regulations, ordinances and orders of public authorities to
own its  properties  and assets and to carry on any  business it has  conducted.
Shadows  Bend is  currently  conducting  no  operations  pending the Merger.  To
Shadows Bend and its management's  best knowledge,  information and belief,  the
nature of Shadows  Bend's  business and the ownership of its  properties has not
required it to become  qualified as a foreign  corporation in any state in which
has not been so qualified.

4.02  Capitalization.  The authorized  capital stock of Shadows Bend consists of
50,000,000 shares of Common Stock, $ .001 par value per share (the "Shadows Bend
Common Stock"),  of which 6,016,054 shares are currently issued and outstanding.
All of the issued and outstanding  shares of the Shadows Bend's Common Stock are
duly and validly issued,  fully paid, and non-assessable.  No dividends or other
distribution  of the assets of Shadows Bend have been declared or paid in shares
of the Shadows Bend Common Stock.  There are no outstanding  warrants,  options,
preemptive  rights or rights to  subscribe  for or  purchase  any  shares of the
Shadows Bend Common Stock or any  outstanding  securities  that are  convertible
into the Shadows Bend Common Stock.  The Merger Shares to be issued  pursuant to
this  Agreement  have  been  duly  authorized  and,  when  issued to the FBO Air
Shareholders  in exchange for their shares of the FBO Air Common Stock,  will be
validly issued, fully paid and non-assessable.

4.03 Articles of  Incorporation,  Bylaws and Minutes.  Copies of Shadows  Bend's
Articles of Incorporation  and the Bylaws,  as currently in effect,  and minutes
have  heretofore been delivered to FBO Air and such copies are true and complete
and have not been amended.

4.04 Financial  Statements.  Shadows Bend's audited financial statements for the
fiscal  years  ended  December  31,  2003 and 2002 and its  unaudited  financial
statements  for the  quarters  ended  March  31,  and June 30,  2004  (hereafter
referred to as the "Shadows Bend Financial Statements") will be delivered to FBO
air as soon after the date hereof as is  reasonably  possible.  The Shadows Bend
Financial  Statements  will have been  prepared  in  accordance  with  generally
accepted  accounting  principles  consistently  applied  throughout  the periods
involved,  except to the extent  that the  unaudited  financial  statements  are
subject  to  year-end  adjustments  and  may  not  include  footnotes  or may be
condensed or summary  statements in accordance with the accounting  rules of the
Commission.  As of the date of any balance  sheets  included in the Shadows Bend
Financial Statements,  except as and to the extent reflected or reserved against
therein,  Shadows Bend did not have any  Liabilities  (absolute  or  contingent)
which should be reflected in a balance  sheet or the notes  thereto  prepared in
accordance with generally accepted accounting


<PAGE>


<PAGE>

principles,  and  all  assets  reflected  therein  are,  to the  Shadows  Bend's
management's  best  knowledge,  information  and belief,  properly  reported and
present  fairly  the  value of the  Shadows  Bend's  assets in  accordance  with
generally accepted accounting principles. To the best knowledge, information and
belief of Shadows Bend's  management,  any statements of operations  included in
the Shadows Bend Financial  Statements  present fairly the results of operations
of Shadows Bend for the periods  indicated.  To the best knowledge,  information
and  belief  of  Shadows  Bend's  management,   any  statements  of  changes  in
stockholders'  equity and cash flows  included  in the  Shadows  Bend  Financial
Statements  present fairly the information  that should be presented  therein in
accordance with generally accepted accounting  principles.  Shadows Bend's books
and records relating to financial  matters are in all material respects complete
and  correct and have been  maintained  in  accordance  with good  business  and
accounting practices.

4.05  Authorization.  Shadows  Bend's  Board  of  Directors  has  approved  this
Agreement and the Merger  contemplated  hereby, has authorized the execution and
delivery of this Agreement,  and has authorized the submission of this Agreement
and the transactions  contemplated  hereby to the Shadows Bend  Stockholders for
their  consideration  with the  recommendation  that the  proposals be approved.
Notwithstanding  the  foregoing,  Shadows  Bend's  management  believes  that  a
majority of its Stockholders will in fact consent to the Merger without the need
to solicit such approval. Shadows Bend has full power, authority and legal right
to enter into this Agreement and this Agreement  constitutes a legal,  valid and
binding obligation of Shadows Bend, enforceable in accordance with its terms.

4.06  Litigation.  Except as  disclosed  in Schedule  4.06  hereto,  there is no
action,  suit,  proceeding or investigation  pending, at law or in equity, or to
the knowledge of Shadows  Bend's  management,  threatened,  against or affecting
Shadows Bend before or in any court,  either state or federal,  public board, or
body which calls into  question  the  creation,  organization  or  existence  of
Shadows Bend, the validity of this Agreement or the authority of Shadows Bend to
execute,  deliver and carry out the terms of this  Agreement or which  judgment,
order or finding can reasonably be expected to have a material adverse effect on
the condition  (financial  or  otherwise)  of Shadows Bend.  Shadows Bend has no
knowledge of any default on its part with respect to any judgment,  order, writ,
injunction, decree, award, rule or regulation of any Regulatory Authority.

4.07  Subsidiaries.  Shadows  Bend does not own,  directly  or  indirectly,  any
interest or investment, whether in equity or debt, in any Person.

4.08 Compliance with Law and Other Instruments. Shadows Bend is not in violation
or default of any term of its  Articles of  Incorporation  or Bylaws,  or of any
agreement,  contract,  commitment,  instrument,  indenture,  judgment, decree or
order,  applicable  to it and,  to the best of  management's  knowledge,  it has
timely filed all reports and any other documents required by it to be filed with
any governmental  agency,  except that certain periodic reports to be filed with
the Commission shall be filed prior to the Closing. The execution,  delivery and
performance of this Agreement and the taking of action  contemplated hereby will
not result in any  violation of or be in conflict  with or  constitute a default
under (A) the Articles of  Incorporation  or Bylaws of Shadows  Bend, or (B) any
material agreement or instrument to which Shadows Bend is a party or by which it
is bound, or (C) any material judgment, decree or order to which Shadows Bend is
subject,  or result in the creation of any material lien,  charge or encumbrance
on any of the properties or other assets of Shadows Bend.

4.09 Contracts and Commitments.  Shadows Bend's contractual obligations, if any,
are as follows:  (A) There are no material  contracts,  agreements,  franchises,
license  agreements or other  commitments to which Shadows Bend is a party or by
which it or any of its properties are bound;  (B) Shadows Bend is not a party to
any  contract,  agreement,  other  commitment  or  instrument  or subject to any
charter or other corporate restriction or any judgment,  order, wit, injunction,
decree or award which materially and adversely affects, or in the future may (as
far as Shadows Bend can now  foresee),  materially  and  adversely  affect,  the
business,  operations,  properties,  assets or  condition of Shadows  Bend;  (C)
Shadows Bend is not a party to any material oral or written (i) contract for the
employment  of any officer or employee  which is not  terminable  on thirty (30)
days' (or less) notice, (ii) profit sharing, bonus, deferred compensation, stock
option,  severance pay,  pension or retirement  plan,  agreement or arrangement,
(iii) agreement,  contract or indenture relating to the borrowing of money, (iv)
guaranty of any  obligation,  other than one on which  Shadows Bend is a primary
obligor,  for the borrowing of money or otherwise,  excluding  endorsements made

<PAGE>
<PAGE>

for collection and other  guaranties of obligations,  which, in the aggregate do
not exceed $1,000,  (v)  consulting or other similar  contract with an unexpired
term of more than one (1) year or providing  for payments in excess of $1,000 in
the aggregate,  (vi) collective bargaining  agreement,  (vii) agreement with any
present  or former  officer or  director  of Shadows  Bend,  or (viii)  consent,
agreement or other  commitment  involving  payments by it of more than $1,000 in
the aggregate.

4.10  Liabilities.  Except as  disclosed  or provided  for in the  Shadows  Bend
Financial  Statements,  Shadows Bend, to the best of its management's  knowledge
after due inquiry will have, at the Closing, no Liability of any nature, whether
accrued, absolute,  contingent or otherwise, whether due or to become due to any
person or entity, including any of its officers, directors, or Stockholders.

4.11 Title to Properties and Related Matters. There are no contracts,  judgments
or claims  which would  limit the  ability of Shadows  Bend to hold title to any
properties  necessary for it to do the business  contemplated by this Agreement,
or which would subject any such properties to any  impairment,  lien or claim of
any type or sort.

4.12  Directors  and Officers.  The directors and principal  officers of Shadows
Bend, as of the date hereof, are those persons listed on Schedule 4.12 hereto.

4.13 Tax Returns.  As deemed  required by Shadows Bend's auditors and within the
times and in the manner  prescribed by law,  Shadows Bend has filed all federal,
state and local tax returns required by law and has paid all taxes,  assessments
and penalties due and payable.

4.14 Brokers and  Finders.  Neither  Shadows  Bend nor any officer,  director or
Stockholder of Shadows Bend has employed any broker, finder, consultant or agent
or has agreed to pay or has otherwise  incurred any brokerage fee, finder's fee,
consulting fee or commission  with respect to the  transactions  contemplated by
this  Agreement.  Shadows  Bend  agrees  to  indemnify  and hold FBO Air and its
officers,  directors and Shareholders harmless from and against any fee, less or
expense arising out of claims by brokers or finders  employed or alleged to have
been employed by Shadows Bend or any officer, director or Stockholder thereof.

4.15 Prior Sales. Except as indicated in Schedule 4.20 hereto,  Shadows Bend has
not offered and sold any of its securities within the last twelve (12) months.

4.16  Stockholders  List.  A  copy  of  an  alphabetical  list  of  all  of  the
Stockholders of Shadows Bend and the number of shares of the Shadows Bend Common
Stock  owned by each will be  delivered  to FBO Air as soon after the  execution
hereof as is  reasonably  possible.  Such list also will  identify  which  stock
certificates have stop transfer orders and which have restrictive legends placed
upon them.

4.17 Transfer  Agent.  Shadows Bend's  transfer agent is and has been Interstate
Stock Transfer.

4.18  Compliance with Laws and  Regulations.  Shadows Bend has complied with all
applicable  statues and  regulations of any federal,  state or other  applicable
jurisdiction or agency thereof,  except to the extent that  noncompliance  would
not materially and adversely affect the business, operations, properties, assets
or condition of Shadows  Bend or except to the extent that  noncompliance  would
not result in the incurrence of any material Liability.

4.19 Material Contract Defaults.  Neither Shadows Bend nor any other party is in
default in any material  respect  under the terms of any  outstanding  contract,
agreement,  lease  or  other  commitment  which  is  material  to the  business,
operations,  properties or assets or the condition of Shadows Bend, and there is
no event of default or event which,  with notice of lapse of time or both, would
constitute a default in any material respect under any such contract, agreement,
lease or other commitment in respect of which it has not taken adequate steps to
prevent such a default from occurring.

4.20.  Absence of Certain Changes or Events.  Since December 31, 2003 and except
as set forth in or permitted by this  Agreement and Schedule 4.20 hereto,  there
has not been, with respect to Shadows Bend:
<PAGE>
<PAGE>

     (a) Any  change  in the  business,  operations,  method  of  management  or
accounting,  or financial  condition or the manner of conducting the business of
Shadows  Bend other than changes in the  ordinary  course of  business,  none of
which  has had a  material  adverse  effect  on  such  business,  operations  or
financial condition, taken as a whole, or changes resulting from compliance with
this Agreement;

     (b) Any damage,  destruction  or loss (whether or not covered by insurance)
materially and adversely affecting the assets, business, operations or condition
of Shadows Bend;

     (c) Any  declaration,  setting  aside or payment of any  dividend  or other
distribution  in respect of the shares of the Shadows Bend Common Stock,  or any
direct or indirect  redemption,  purchase or other  acquisition of any shares of
the Shadows Bend Common Stock;

     (d) Any material  increase in the direct or indirect  compensation or other
benefits  payable or to become  payable by Shadows Bend to any of its  officers,
directors,  employees or agents over the respective  rates and amounts set forth
in the Shadows Bend Financial Statements;

     (e) Any sale,  lease,  abandonment or other  disposition by Shadows Bend of
any real  property  otherwise  than in the ordinary  course of business,  or any
sale, assignment,  transfer, license or other disposition by Shadows Bend of any
tangible or intangible asset;

     (f) Any grant of any option,  warrant or right to purchase,  or other right
to acquire shares of the Shadows Bend Common Stock granted to any person;

     (g) Any employment,  bonus or deferred compensation  agreement entered into
between  Shadows Bend and any of its directors,  officers or other  employees or
consultants;

     (h) Any  issuance of shares of the Shadows  Bend  Common  Stock  beyond the
shares then issued and outstanding;

     (i) Any  indebtedness  incurred by Shadows Bend for borrowed  money not now
repaid, or any commitment to borrow money entered into by Shadows Bend;

     (j) Any amendment of Shadows Bend's Articles of Incorporation or By-Laws;

     (k) Any material  Liability,  absolute or  contingent,  paid except current
Liabilities  reflected in or shown on the most recent  balance sheet included in
the Shadows Bend  Financial  Statements and current  Liabilities  incurred since
that  date in the  ordinary  course  of  business  or in  connection  with  this
transaction;

     (l) Any sale or transfer,  or any agreement,  arrangement or option for the
sale or transfer,  of any of its assets,  property or rights having an aggregate
value of $1,000 or more; or

     (m) Any other material transaction.

Notwithstanding  the  foregoing,  any or all of the foregoing  changes or events
shall be permitted upon the written consent of FBO Air by action of its Board of
Directors,  evidenced  by the delivery by FBO Air to Shadows Bend of a certified
copy of resolutions of such Board specifying the change or event consented to by
FBO Air.

4.21 Books and Records. From the date of this Agreement to the Closing,  Shadows
Bend will (a) give to FBO Air, or its  authorized  representatives,  full access
during normal business hours to all of its offices,  books,  records,  contracts
and other corporate  documents and properties so that FBO Air, or its authorized
representatives,  may inspect and audit them;  and (b) furnish such  information
concerning the properties and affairs of Shadows Bend
<PAGE>
<PAGE>

as FBO Air,  or its authorized representatives, may reasonably request.




                                    ARTICLE 5
                    Representations and Warranties of FBO Air

FBO Air hereby warrants and represents to Shadows Bend as follows:

5.01  Organization,   Standing,  Qualification,  etc.  FBO  Air  is  an  Arizona
corporation  authorized to engage in the acquisition and operation of fixed base
operations.  FBO Air is validly  existing and in good standing under the laws of
the State of Arizona and has all requisite  corporate  power necessary to engage
in the business in which it intends to engage. It is duly authorized, qualified,
franchised and licensed under all applicable laws,  regulations,  ordinances and
orders of public  authorities  to own its  properties and assets and to carry on
its business as it intends to conduct.  FBO Air is not  qualified to do business
in any state  because  FBO Air's lack of a  business  and the  ownership  of its
properties do not require it to become qualified as a foreign corporation.

5.02  Capitalization.  The authorized capital stock of FBO Air consists of 1,000
shares of Common Stock, $0.001 par value (the "FBO Air Common Stock"), and 1,000
shares of Preferred  Stock $0.001 par value,  of which 593 shares of the FBO Air
Common Stock and no shares of the  Preferred  Stock are issued and  outstanding.
All of the issued and outstanding shares are duly and validly issued, fully paid
and nonassessable.  If and when the contemplated purchase of assets from Victory
Aviation,   L.L.C.,  an  Indiana  limited  liability  company  ("Victory"),   is
consummated,  FBO Air will  become  obligated  to issue 60 shares of the FBO Air
Common  Stock to the sole  member  of  Victory  or its  designee  (the  "Victory
Member"). In addition, FBO has issued, or is obligated to issue, its convertible
notes due April 16, 2009 (the  "Convertible  Notes") in the aggregate  principal
amount  of  $400,000  to  investors  (the  "Investors")  pursuant  to which  the
Investors can initially  convert the Convertible Notes into the equivalent of an
aggregate of forty (40%) percent of the sum of (a) the outstanding shares of the
Shadows  Bend  Common  Stock as a result of the  Merger;  (b) the  shares of the
Shadows  Bend  Common  Stock to be  issued  either to the  Victory  Member or to
another  operator of an aviation fixed base operation in an amount not to exceed
eight (8%)  percent of the  outstanding  shares of the Shadows Bend Common Stock
(including  any shares that may be issued after the Merger  pursuant to a market
adjustment  formula);  (c) a reserve of up to ten (10%) percent of the shares of
the Shadows  Bend Common Stock  outstanding  after the Merger for the benefit of
the management of Shadows Bend post-Merger;  and (d) the number of shares of the
Shadows  Bend Common Stock to be issued  initially  upon the  conversion  of the
Convertible  Notes.  There  are no  other  outstanding  subscriptions,  options,
rights,  warrants,  convertible  securities,  or other agreements or commitments
obligating FBO Air to issue or to transfer from treasury any  additional  shares
of the FBO Air  Common  Stock of or  repurchase  any such  shares of the FBO Air
Common Stock.

5.03  Articles  of  Incorporation   and  Bylaws.   Copies  of  the  Articles  of
Incorporation and the Bylaws of FBO Air, as currently in effect, have heretofore
been  delivered  to Shadows  Bend and such copies are true and complete and have
not been amended.

5.04 Financial  Statements.  FBO Air was incorporated on January 2, 2004 and has
no operations or financial  statements  pending  consummation of the purchase of
assets from Victory.

5.05  Authorization.  FBO Air's Board of Directors has  authorized the execution
and delivery of this  Agreement by FBO Air, and has authorized the submission of
this  Agreement  and  the  transactions  contemplated  hereby  to  the  FBO  Air
Shareholders for their  consideration with the recommendation that the proposals
be  approved.  FBO Air has full power,  authority  and legal right to enter into
this Agreement and to consummate the transactions  contemplated  hereby and this
Agreement  constitutes  a  legal,  valid  and  binding  obligation  of  FBO  Air
enforceable in accordance with its terms.

5.06 Litigation.  There is no action, suit, proceeding or investigation pending,
at law or in equity, or to the


<PAGE>


<PAGE>

knowledge of FBO Air's  management,  threatened,  against or  affecting  FBO Air
before or in any court,  either state or federal,  public  board,  or body which
calls into  question  the  creation,  organization  or existence of FBO Air, the
validity of this  Agreement or the authority of FBO Air to execute,  deliver and
carry out the terms of this  Agreement or which  judgment,  order or finding can
reasonably  be  expected  to have a  material  adverse  effect on the  condition
(financial  or otherwise) of FBO Air. FBO Air has no knowledge of any default on
its part with respect to any judgment,  order, writ, injunction,  decree, award,
rule or regulation of any Regulatory Authority. 5.07 Subsidiaries.  FBO Air does
not own, directly or indirectly,  any interest or investment,  whether equity or
debt, in any Person.

5.08 Compliance with Law and Other  Instruments.  FBO Air is not in violation or
default  of any term of its  Articles  of  Incorporation  or  Bylaws,  or of any
agreement,  contract,  commitment,  instrument,  indenture,  judgment, decree or
order, applicable to it and has timely filed all reports and any other documents
required  by it to be  filed  with  any  Regulatory  Authority.  The  execution,
delivery and performance of this Agreement and the taking of action contemplated
hereby will not result in any  violation of or be in conflict with or constitute
a default under (a) the Articles of  Incorporation  or Bylaws of FBO Air, or (b)
any material  agreement or instrument to which FBO Air is a party or by which it
is  bound,  or (c) any  material  judgment,  decree or order to which FBO Air is
subject,  or result in the creation of any material lien,  charge or encumbrance
on any of FBO Air's properties.

5.09  Contracts  and  Commitments.  FBO  Air is  not a  party  to any  contract,
agreement,  other  commitment  or  instrument or subject to any charter or other
corporate restriction or any judgment, order, writ, injunction,  decree or award
which materially and adversely affects,  or in the future may (as far as FBO Air
can now foresee),  materially and adversely  affect,  the business,  operations,
properties, assets or condition of FBO Air.

5.10  Liabilities.  Except for the Convertible Notes or as set forth in Schedule
5.10 hereto,  FBO Air, to the best of its knowledge,  after due inquiry,  has no
Liability of any nature,  whether  accrued,  absolute,  contingent or otherwise,
whether  due or to become  due to any  person or  entity,  including  any of its
officers, directors, or shareholders, in excess of $1,000.

5.11 Title to Properties  and Related  Matters.  FBO Air has good and marketable
title to all of its  properties,  interests in properties  and assets,  real and
personal,  free  and  clear  of  all  mortgages,   liens,  pledges,  charges  or
encumbrances except: (a) statutory liens or claims not yet delinquent,  (b) such
imperfections  of title and easements as do not and will not materially  detract
from or  interfere  with the present or proposed use of the  properties  subject
thereto or affected  thereby,  or otherwise  materially  impair present business
operations of such properties;  or (c) as described in Schedule 5.11 hereto. FBO
Air's assets are listed on Schedule 5.11 hereto.

5.12 Directors and Officers.  FBO Air's directors and principal officers,  as of
the date hereof, are those persons listed on Schedule 5.12 hereto.

5.13 Tax Returns.  Because FBO Air was  incorporated  on January 2, 2004 and has
had no  operations,  it has had no  obligation  to file any tax return or to pay
taxes.

5.14  Brokers  and  Finders.  Neither  FBO  Air  nor any  officer,  director  or
Shareholder of FBO Air has employed any broker, finder or agent or has agreed to
pay or has otherwise incurred any brokerage fee, finder's fee or commission with
respect to the  transactions  contemplated by this Agreement.  FBO Air agrees to
indemnify  and hold Shadows Bend and its officers,  directors  and  Stockholders
harmless  from and  against  any fee,  loss or expense  arising out of claims by
brokers or finders  employed  or  alleged  to have been  employed  by FBO or any
officer, director or Shareholder thereof.

5.15  Shareholders  List.  A copy of the  Shareholder  List  of FBO Air  will be
delivered  to  Shadows  Bend as soon  after  the date  hereof  as is  reasonably
possible.

5.16  Compliance  with  Laws  and  Regulations.  FBO Air has  complied  with all
applicable  statutes and regulations of any federal,  state or other  applicable
jurisdiction or agency thereof, except to the extent that


<PAGE>


<PAGE>

noncompliance  would not  materially  and adversely  affect FBO Air's  business,
operations,  properties,  assets  or  condition  or except  to the  extent  that
noncompliance would not result in the incurrence of any material Liability.

5.17  Material  Contract  Defaults.  Neither  FBO Air nor any other  party is in
default in any material  respect  under the terms of any  outstanding  contract,
agreement,  lease  or  other  commitment  which  is  material  to the  business,
operations,  properties  or assets or the  condition  of FBO Air and there is no
event of default or event  which,  with  notice of lapse of time or both,  would
constitute a default in any material respect under any such contract, agreement,
lease or other commitment in respect of which it has not taken adequate steps to
prevent such a default from occurring.

5.18 Absence of Certain Changes or Events.  Since the date of its incorporation,
except in connection  with or as set forth in or permitted by this Agreement and
Schedule 5.18 hereto, there has not been, with respect to FBO Air:

     (a) Any  change  in the  business,  operations,  method  of  management  or
account,  or financial condition or the manner of conducting the business of FBO
Air other than changes in the ordinary course of business, none of which has had
a material adverse effect on such business,  operations or financial  condition,
taken as a whole;

     (b) Any damage,  destruction  or loss (whether or not covered by insurance)
materially and adversely affecting the assets, business, operations or condition
of FBO Air;

     (c) Any  declaration,  setting  aside or payment of any  dividend  or other
distribution  in respect of the FBO Air Common Stock,  or any direct or indirect
redemption,  purchase or other  acquisition  of any shares of the FBO Air Common
Stock by FBO Air;

     (d) Any material  increase in the direct or indirect  compensation or other
benefits  payable  or to  become  payable  by FBO  Air  to any of its  officers,
directors, employees or agents;

     (e) Any sale,  lease,  abandonment  or other  disposition by FBO Air of any
real property  otherwise than in the ordinary  course of business,  or any sale,
assignment, transfer, license or other disposition of FBO Air of any tangible or
intangible asset;

     (f) Any material obligation or liability,  absolute or contingent,  paid or
incurred except current liabilities in the ordinary course of business and costs
or  liabilities  incurred in  connection  with this  transaction,  the  proposed
acquisition  of Victory  and/or  another  aviation  fixed based  operator or the
Convertible Notes;

     (g) Any sale or transfer,  or any agreement  arrangement  or option for the
sale or transfer,  of any of its assets,  property or rights having an aggregate
value of $10,000 or more (other than in the ordinary course of business).

Notwithstanding  the  foregoing,  any or all of the foregoing  changes or events
shall be  permitted  upon the written  consent of Shadows  Bend by action of its
Board of  Directors,  evidenced  by the delivery by Shadows Bend to FBO Air of a
certified  copy of  resolutions  of such  Board  specifying  the  change or even
consented to by Shadows Bend.

5.19 Books and Records.  From the date of this Agreement to the Closing, FBO Air
will (a) give to Shadows Bend full access during normal business hours to all of
its  offices,  books,  records,  contracts  and other  corporate  documents  and
properties so that Shadows Bend may inspect and audit them; and (b) furnish such
information concerning the properties and affairs of FBO Air as Shadows Bend may
reasonably request.

                                    ARTICLE 6
                  Covenants of FBO Air Prior to Effective Time

Between the date hereof and the Acquisition:
<PAGE>
<PAGE>

6.01 Consents of FBO Air Shareholders.  Promptly after the date hereof,  FBO Air
will take all action necessary in accordance with its Articles of Incorporation,
By-laws and the ABCA to solicit  consents from the Shareholders for the adoption
and approval of this Agreement and approval of the Merger.  FBO Air will use its
reasonable  efforts to solicit  from its  Shareholders  consents in favor of the
adoption and approval of this  Agreement and the approval of the Merger and will
take all other  action  necessary  or  advisable  to secure  the  consent of its
Shareholders required by the ABCA to obtain such approvals.

6.02 State  Statutes.  FBO Air and its Board of  Directors  shall,  if any state
takeover  statute or similar law is or becomes  applicable  to the Merger,  this
Agreement or any of the  transactions  contemplated by this  Agreement,  use all
reasonable  efforts  to  ensure  that  the  Merger  and the  other  transactions
contemplated  by this Agreement may be consummated as promptly as practicable on
the terms contemplated by this Agreement and otherwise to minimize the effect of
such statute or regulation on the Merger,  this  Agreement and the  transactions
contemplated hereby.

6.03   Access.   FBO  Air  will  allow  the   officers   and  other   authorized
representatives  of Shadows Bend access to FBO Air's office,  properties,  books
and records and will furnish  Shadows Bend with such  additional  financial  and
operating  data and other  information  as to the business and properties of FBO
Air as may be necessary  for Shadows Bend to evaluate  thoroughly,  prior to the
Merger, the business,  assets, operations and financial condition of FBO Air, as
Shadows Bend may from time to time reasonably  request.  If, for any reason, the
Merger contemplated by this Agreement is not consummated,  Shadows Bend will use
its best efforts to cause all confidential  information  obtained by it from FBO
Air to be  treated  as such,  will  also use its  best  efforts  not to use such
information  in a manner  detrimental  to FBO Air and will promptly  return,  if
requested, to FBO Air all documents,  papers, books, records and other materials
(and  all  copies  thereof)   obtained  from  FBO  Air  in  the  course  of  its
investigation and evaluation of FBO Air.

6.04 Representations. FBO Air will take all action necessary to render accurate,
as of the Closing,  FBO Air's  representations and warranties  contained herein,
and it  will  refrain  from  taking  any  action  that  would  render  any  such
representation or warranty inaccurate as of such time. FBO Air will use its best
efforts to perform or cause to be  satisfied  each  covenant or  condition to be
performed or satisfied by it.  Notwithstanding  anything in the foregoing to the
contrary,  the  representations and warranties shall, to the extent necessary or
appropriate,  be amended to reflect  the  proposed  acquisition  of the  assets,
rights and property of Victory and/or  another  aviation fixed based operator if
the transaction is, or the transactions  are,  consummated  prior to the Closing
Date.

6.05  Preservation  of  Business.  FBO Air will not  carry any  business  except
seeking potential acquisitions of aviation fixed base operators at strategically
located  airports  across the United  States and that are  necessary  to prepare
itself to close this Agreement between the date hereof and the Closing Date.

6.06  Approvals.  FBO Air will use its best  efforts to obtain all  licenses  or
other  approvals  required from any  appropriate  Regulatory  Authority or other
Person in connection with the carrying out of the  transactions  contemplated by
this Agreement.

6.07 Notice of Breach.  FBO Air will  immediately give notice to Shadows Bend of
the occurrence of any event or the failure of any event to occur that results in
a breach of any of FBO Air's representations  or  warranties or a failure by FBO
Air to comply with any covenant, condition or agreement contained herein.

6.08  Negotiations  with  Third  Parties.  FBO Air will not,  without  the prior
approval of Shadows Bend, initiate or encourage discussions or negotiations with
third  parties  relating  to or  otherwise  approve (or  approve  without  prior
discussions with Shadows Bend any unsolicited offer regarding) any sale or other
disposition of any substantial part of FBO Air's assets or stock.

                                    ARTICLE 7
              Covenants of Shadows Bend Prior to the Effective Time
<PAGE>
<PAGE>

Between the date hereof and the Merger:

7.01 Stockholders' Approval.  Shadows Bend's Board of Directors will submit this
Agreement  to its  Stockholders  for their  approval  and will  take all  action
necessary in accordance with its Articles of Incorporation,  By-Laws and the NRS
to obtain the requisite  Stockholders'  consents required under the NRS. Shadows
Bend will use its reasonable  efforts to solicit from its Stockholders  consents
in favor of the adoption and approval of this  Agreement and the approval of the
Merger  and will take all other  action  necessary  or  advisable  to secure the
consents of its Stockholders required by the NRS to obtain such approvals.

7.02 State Statutes. Shadows Bend and its Board of Directors shall, if any state
takeover  statute or similar law is or becomes  applicable  to the Merger,  this
Agreement or any of the  transactions  contemplated by this  Agreement,  use all
reasonable  efforts  to  ensure  that  the  Merger  and the  other  transactions
contemplated  by this Agreement may be consummated as promptly as practicable on
the terms contemplated by this Agreement and otherwise to minimize the effect of
such statute or regulation on the Merger,  this  Agreement and the  transactions
contemplated hereby.

7.03  Access.  Shadows  Bend  will  allow  the  officers  and  other  authorized
representatives of FBO Air access to the office,  properties,  books and records
of Shadows  Bend and will  furnish FBO Air with such  additional  financial  and
operating  data and other  information  as to the  business  and  properties  of
Shadows Bend as may be necessary  for FBO Air to evaluate  thoroughly,  prior to
the Merger, the business,  assets, operations and financial condition of Shadows
Bend, as FBO Air may from time to time reasonably  request.  If, for any reason,
the Merger  contemplated by this Agreement is not consummated,  FBO Air will use
its best  efforts  to cause all  confidential  information  obtained  by it from
Shadows  Bend to be treated as such,  will also use its best  efforts not to use
such  information  in a manner  detrimental  to Shadows  Bend and will  promptly
return, if requested, to Shadows Bend all documents,  papers, books, records and
other  materials  (and all copies  thereof)  obtained  from  Shadows Bend in the
course of its investigation and evaluation of Shadows Bend.

7.04  Representations.  Shadows  Bend will take all action  necessary  to render
accurate,  as of the Closing,  Shadows  Bend's  representations  and  warranties
contained  herein,  and it will refrain from taking any action that would render
any such  representation  or warranty  inaccurate as of such time.  Shadows Bend
will use its best efforts to perform or cause to be satisfied  each  covenant or
condition to be performed or satisfied by it.

7.05  Preservation  of Business.  Shadows Bend will not initiate or carry on any
business except that necessary to prepare itself to close this Agreement between
the date hereof and the Closing.

7.06 Approvals. Shadows Bend will use its best efforts to obtain all licenses or
other approvals  required to be obtained by it from any  appropriate  Regulatory
Authority  or  other  Person  in  connection   with  the  carrying  out  of  the
transactions contemplated by this Agreement.

7.07 Notice of Breach.  Shadows Bend will  immediately give notice to FBO Air of
the occurrence of any event or the failure of any event to occur that results in
a breach of any  representation  or  warranty  by  Shadows  Bend or a failure by
Shadows  Bend to comply with any  covenant,  condition  or  agreement  contained
herein.

7.08 Negotiations  with Third Parties.  Shadows Bend will not, without FBO Air's
prior approval,  initiate or encourage  discussions or  negotiations  with third
parties relating to or otherwise  approve (or approve without prior  discussions
with FBO Air any unsolicited  offer regarding) any sale or other  disposition of
any substantial part of Shadows Bend's assets or stock.

                                    ARTICLE 8
              Conditions to Obligations of Shadows Bend and FBO Air
<PAGE>
<PAGE>

8.01 Stockholder and Shareholder  Approval.  The obligations of Shadows Bend and
FBO Air to effect the  Merger  hereunder  are,  at their  respective  elections,
subject to the satisfaction or waiver of the following  condition:  On or before
the Closing,  Shadows Bend's  Stockholders and FBO Air's Shareholders shall have
approved  this  Agreement.  Such  approval  may be effected  either by a noticed
meeting or approval by consent, as allowed by the NRS or the ABCA,  whichever is
applicable.

                                    ARTICLE 9
                Further Conditions to Obligations of Shadows Bend

The obligation of Shadows Bend to effect the Merger hereunder is, at its option,
subject to the satisfaction or waiver of the following further conditions:

9.01  Representation  Letter.  All of FBO Air's  representations  and warranties
contained in this  Agreement  shall be true as of the  Effective  Time as though
such representations and warranties were then made in exactly the same language,
and FBO Air shall have performed all obligations and complied with all covenants
required by this  Agreement to be performed or complied  with by it prior to the
Closing. At the Closing,  Shadows Bend shall have received a certificate,  dated
the  Closing,  executed by the  President  and/or by the  Secretary  of FBO Air,
certifying  in such  detail as  Shadows  Bend may  reasonably  request as to the
accuracy of such  representations  and  warranties  and the  fulfillment of such
obligations and compliance with such covenants as of the Closing.

9.02  Litigation.  No  action  shall  have  been  instituted  by any  Regulatory
Authority or other Person  challenging  the legality of the Merger or seeking to
prevent or delay consummation of the transactions contemplated by this Agreement
that shall have resulted,  or may result, in preliminary or permanent injunctive
relief prohibiting consummation of the Merger.

                                   ARTICLE 10
                  Further Conditions to Obligations of FBO Air

The  obligation  of FBO Air to effect the Merger  hereunder  is, at its  option,
subject to the satisfaction or waiver of the following further conditions:

10.01  Representation  Letter.  All of the  representations  and  warranties  of
Shadows Bend contained in this Agreement  shall be true as of the Effective Date
as though such representations and warranties were then made in exactly the same
language,  and Shadows Bend shall have  performed all  obligations  and complied
with all covenants  required by this  Agreement to be performed or complied with
by it prior to the  Closing.  At the  Closing,  FBO Air shall  have  received  a
certificate,  dated  the  Closing,  executed  by  the  President  and/or  by the
Secretary or a Vice-President of Shadows Bend,  certifying as to the accuracy of
such  representations and warranties and the fulfillment of such obligations and
compliance with such covenants as of the Closing.

10.02  Litigation.  No action  shall  have  been  instituted  by any  Regulatory
Authority or other Person  challenging  the legality of the Merger or seeking to
prevent or delay consummation of the transactions contemplated by this Agreement
that shall have resulted,  or may result, in preliminary or permanent injunctive
relief prohibiting consummation of the Merger.

10.03 Private Transaction. The issuance of the Merger Shares to be issued to the
Shareholders  of FBO Air as provided  for herein  shall be exempt from state and
federal securities registration. In this regard, FBO Air agrees to cooperate and
assist  Shadows Bend in submitting  and receiving  back from each of the FBO Air
Shareholders  (a) a  representation  that he, she or it will acquire his, her or
its shares of the Merger Shares for investment and not with a view toward, or in
connection with, any distribution as such term is contemplated by the Securities
Act and (b) such other information  concerning FBO Air's  Shareholders and their
relationship  to it, its  principals  and each other as is deemed  necessary  to
establish that the issuance of the Merger Shares to the Shareholders of FBO Air,
as provided for in this  Agreement,  is a "transaction  not involving any public
offering"  under Section 4(2) of the Securities Act and the Blue Sky Laws of the
various states in which the FBO Air Shareholders reside.
<PAGE>
<PAGE>

                                   ARTICLE 11
                              No Public Disclosure

11.01 No Public  Disclosure.  Without  the prior  written  consent of the other,
neither  Shadows  Bend nor FBO Air will,  and will each cause  their  respective
representatives not to, make any release to the press or other public disclosure
with  respect to either the fact that  discussions  or  negotiations  have taken
place concerning the transactions  contemplated by this Agreement, the existence
or  contents  of this  Agreement  or any prior  correspondence  relating to this
transactions  contemplated by this Agreement,  except for such public disclosure
as may be  necessary,  in the  written  opinion of outside  counsel  (reasonably
satisfactory  to the other Party) for the Party proposing to make the disclosure
not to be in violation of or default  under any  applicable  law,  regulation or
governmental  order. If either Party proposes to make any disclosure  based upon
such an  opinion,  that Party will  deliver a copy of such  opinion to the other
Party,  together with the text of the proposed disclosure,  as far in advance of
its  disclosure  as is  practicable,  and will in good  faith  consult  with and
consider the  suggestions of the other Party  concerning the nature and scope of
the information it proposes to disclose.

                                   ARTICLE 12
                            Confidential Information

12.01  Confidential  Information.  In connection  with the  negotiation  of this
Agreement and the consummation of the  transactions  contemplated  hereby,  each
Party hereto will have access to data and confidential  information  relating to
the other  Party.  Each Party hereto  shall treat such data and  information  as
confidential, preserve the confidentiality thereof and not duplicate or use such
data or  information,  except in connection with the  transactions  contemplated
hereby,  and in the event of the  termination  of this  Agreement for any reason
whatsoever,  each Party  hereto shall  return,  upon  request,  to the other all
documents,  work  papers  and other  material  (including  all  copies  thereof)
obtained in connection with the  transactions  contemplated  hereby and will use
reasonable efforts,  including  instructing its employees who have had access to
such  information,  to  keep  confidential  and  not to use  any  such  data  or
information;  provided,  however,  that such obligations  shall not apply to any
data and information (i) which at the time of disclosure, is available publicly,
(ii) which, after disclosure, becomes available publicly through no fault of the
receiving Party,  (iii) which the receiving Party knew or to which the receiving
Party had access prior to  disclosure  by the  disclosing  Party,  (iv) which is
required  by law,  regulation  or exchange  rule,  or in  connection  with legal
process,  to be  disclosed,  or (v)  which  is  disclosed.  Notwithstanding  the
foregoing,  the parties to this Agreement (and each employee,  representative or
other  agent  of the  parties)  may  disclose  to any and all  persons,  without
limitation  of any  kind,  the tax  treatment  and tax  structure  provided  for
therein, provided, however, that no party (nor any employee,  representative, or
other agent  thereof)  shall  disclose  any  informtion  to the extent that such
disclosure could result in a violation of any federal or state sectuities law or
regulation.

                                   ARTICLE 13
                     Termination: Abandonment of Acquisition

13.01  Termination.  This  Agreement may be terminated at any time before or, at
Closing, by:

     (a) The mutual agreement of the Parties;

     (b) Any Party by notice to the other Party if:
          (i) A  provision  of this  Agreement  applicable  to a Party  shall be
materially untrue or fail to be accomplished;
          (ii) Any  legal  proceeding  shall  have been  instituted  or shall be
imminently  threatening to delay,  restrain or prevent the  consummation of this
Agreement; or
          (iii) If by August 31, 2004, the conditions  precedents to the Closing
are not satisfied or waived.
<PAGE>
<PAGE>

13.02 Liability. In the event of termination of this Agreement,  and abandonment
of the Merger by either  Shadows Bend or FBO Air as provided in this  Agreement,
this  Agreement  shall  forthwith  become wholly void and of no effect and there
shall be no  liability  on the part of either  Shadows  Bend or FBO Air or their
respective officers, directors, Stockholders or Shareholders.

                                   ARTICLE 14
                                  Miscellaneous

14.01   Survival   of   Representations,    Warranties   and   Agreements.   All
representations  and  warranties  and  statements  made  by a  Party  to in this
Agreement or in any document or certificate  delivered pursuant hereto shall not
survive the Closing Date.

14.02 Further Assurances.  If, at any time after the Closing,  the parties shall
consider or be advised that any further deeds,  assignments or assurances in law
or that any other  things are  necessary,  desirable  or proper to complete  the
Merger in  accordance  with the terms of this  Agreement or to vest,  perfect or
confirm,  of record or  otherwise,  the title to any  property  or rights of the
parties hereto, the Parties agree that their proper officers and directors shall
execute and deliver all such proper deeds, assignments and assurances in law and
do all things necessary,  desirable or proper to vest,  perfect or confirm title
to such  property  or rights  and  otherwise  to carry out the  purpose  of this
Agreement,  and that the proper  officers and directors of the Parties are fully
authorized to take any and all such action.

14.03 Notices. All communications,  notices, requests, consents or demands given
or required under this Agreement shall be in writing and shall be deemed to have
been duly  given  when  delivered  to, or  received  by  prepaid  registered  or
certified mail or recognized  overnight courier addressed to, or upon receipt of
a facsimile sent to, the Party for whom intended,  as follows,  or to such other
address or  facsimile  number as may be furnished by such Party by notice in the
manner provided herein:

If to Shadows Bend:

200 Lafayette Streeet, Suit 750
Baton Rouge, LA  70801
Attention:  Mr. Michael Sciacchetano, President

If to FBO Air:

9087 East Charter Oak
Scottsdale, Arizona 85260
Attention: Mr. Ronald J. Ricciardi, President and
                                         Chief Executive Officer

or to such other  address  as any such  Party may notify the other  Party by not
less than three (3) Business Days' notice in the manner provided in this Section
14.03.

14.04 Waivers.  Each Party may, by written  instrument,  extend the time for the
performance  of any of the  obligations or other acts of the other Party hereto,
and (a) waive any  inaccuracies of such other Party in the  representations  and
warranties  contained  herein  or in any  document  delivered  pursuant  to this
Agreement,  (b) waive  compliance  with any of the covenants of such other Party
contained in this Agreement,  (c) waive such other Party's performance of any of
the  obligations  set out in this  Agreement  and (d) waive any condition to its
obligation  to effect the Merger.  Any agreement on the part of any Party hereto
for any such  extension or waiver shall be validly and  sufficiently  authorized
for the  purposes  of this  Agreement  if it is  authorized  and  executed as to
Shadows Bend, by its President, and as to FBO Air, by its President.

14.05 Amendments. This Agreement may be amended at any time prior to the Merger,
whether before or
<PAGE>
<PAGE>

after the Stockholders of Shadows Bend consent, by a written instrument executed
by Shadows  Bend and FBO Air with the  approval  of their  respective  Boards of
Directors,  provided that no amendment shall change the exchange ratio set forth
in Section 2.08 hereof without the approval of both the  Shareholders of FBO Air
and the Stockholders of Shadows Bend.

14.06  Governing  Law.  This  Agreement  shall be governed by and  construed  in
accordance  with the laws of the State of Nevada  without  giving  effect to any
principles of conflicts of laws.

14.07  Expenses.  Each Party will pay its own  legal,  accounting  and any other
out-of-pocket  expenses  reasonably  incurred in connection with this Agreement,
whether or not the Merger contemplated hereby is consummated.


14.08 Parties.  This Agreement shall inure to the benefit of and be binding upon
Shadows Bend and FBO Air and their  respective  successors and assigns.  Nothing
expressed or  mentioned  in this  Agreement is intended or shall be construed to
give any Person,  other than the Parties to this Agreement and their  respective
successors  and  assigns,  and any person who  controls  Shadows Bend or FBO Air
within the meaning of Section 15 of the Securities  Act, and the heirs and legal
representatives  of each of them, any legal or equitable right,  remedy or claim
under  or in  respect  of this  Agreement  or any  provision  contained  in this
Agreement.  This  Agreement and all  conditions and provisions of this Agreement
are  intended  to be for the sole and  exclusive  benefit of the Parties to this
Agreement  and their  respective  successors  and assigns  and such  controlling
persons and officers and  directors  and their heirs and legal  representatives,
and for the benefit of no other Person.

14.09 Complete  Agreement -  Severability.  This  Agreement  contains the entire
understanding  between the parties and supersedes  any and all prior  agreements
between the parties.  If any provision of this  Agreement is found to be void by
any court of competent  jurisdiction,  the remaining  provisions shall remain in
full force and effect.

14.10  Construction.  Headings  contained in this Agreement are for  convenience
only and shall not be used in the  interpretation of this Agreement.  References
herein to Articles,  Sections and Schedules  are to the  articles,  sections and
schedules,   respectively,   of  this   Agreement.   The  Schedules  are  hereby
incorporated  herein by  reference  and made a part of this  Agreement.  As used
herein, the singular includes the plural, and the masculine, feminine and neuter
gender each includes the others where the context so indicates

14.11  Counterparts.  This  Agreement may be executed in  counterparts,  each of
which shall  constitute an original,  but all of which shall  constitute one and
the same agreement.

14.12  Facsimile  Execution.  The Agreement may be executed in  counterparts  by
original or telefax signature,  and all counterparts of this Agreement which are
executed by telefax signature shall be valid and binding as original  signatures
for all purposes (evidently or otherwise).


     IN WITNESS WHEREOF,  Shadows Bend and FBO Air have caused this Agreement to
be executed as of the date first above written.

                        SHADOWS BEND DEVELOPMENT, INC.


                        __/s/Michael Sciacchetano ________
                        By:  Michael Sciacchetano
                        Its:  President

<PAGE>
<PAGE>

                        FBO AIR, INC.


                        __/s/Ronald J. Ricciardi ________
                        By:  Ronald J. Ricciardi
                        Its:  President and Chief Executive Officer




<PAGE>
<PAGE>

                                                                       Exhibit 3


[GRAPHIC OMITTED][GRAPHIC OMITTED]

1. Name of corporation: Exhibit 3

2. The  articles  have been  amended as follows  (provide  article  numbers,  if
available):







3. The vote by which  stockholders  holding shares in the corporation  entitling
them to  exercise  at least a majority  of the  voting  power,  or such  greater
proportion  of the  voting  power  as may be  required  in the case of a vote by
classes or series,  or as may be required by the  provisions of the* articles of
incorporation have voted in favor of the amendment is :


4.  Effective date of filing  (optional):  (must not be later than 90 days after
the  certificate  is  filed)


5. Officer Signature (required): /s/ Michael Sciacchetano

*If any proposed  amendment would alter or change any preference or any relative
or other  right  given to any class or series of  outstanding  shares,  then the
amendment  must be approved by the vote,  in  addition to the  affirmative  vote
otherwise  required,  of the  holders of shares  representing  a majority of the
voting power of each class or series  affected by the  amendment  regardless  of
limitations or restrictions on the voting power thereof.  IMPORTANT:  Failure to
include any of the above  information  and submit the proper fees may cause this
filing to be rejected.

This form must be accompanied  by  appropriate  fees. See attached fee schedule.

Nevada Secretary of State AM 78 385 Amend 2003
Revised on 11/03/03
<PAGE>
<PAGE>

                     ATTACHMENT TO CERTIFICATE OF AMENDMENT
                         OF ARTICLES OF INCORPORATION OF
                         SHADOWS BEND DEVELOPMENT, INC.

     Effective with the filing of this Certificate of Amendment,  the issued and
outstanding  shares of the Common Stock shall be decreased so that each four (4)
shares shall thereafter  represent one (1) share of the Common Stock and, if any
stockholder,  after aggregation of all of the stockholder's shares of the Common
Stock and division of such total amount of shares by four (4), shall be entitled
to become a holder of a fraction of a share, the Corporation shall instead issue
such  additional  fraction of a share as is necessary to increase the fractional
share to a full share,  provided that any  stockholder  that owns less than four
(4) shares in the  aggregate  shall be rounded  down to one (1) share so that no
stockholder's  interest  shall  be  completely  eliminated  as a  result  of the
decrease in the number of outstanding shares.

     The  shares of  Preferred  Stock may be issued  from time to time in one or
more  series.  The  Board  of  Directors  of  the  Corporation  (the  "Board  of
Directors")  is expressly  authorized  to provide for the issue of all or any of
the shares of the Preferred  Stock in one or more series,  and to fix the number
of shares and to determine or alter for each such  series,  such voting  powers,
full or limited,  or no voting powers, and such designations,  preferences,  and
relative,  participating,  optional,  or other  rights and such  qualifications,
limitations,  or restrictions  thereof,  as shall be stated and expressed in the
resolution or  resolutions  adopted by the Board of Directors  providing for the
issue of such shares (a "Preferred Stock  Designation")  and as may be permitted
by the General Corporation Law of the State of Nevada. The Board of Directors is
also  expressly  authorized to increase or decrease (but not below the number of
shares of such  series  then  outstanding)  the  number of shares of any  series
subsequent  to the issue of shares of that series.  In case the number of shares
of any such series shall be so decreased,  the shares constituting such decrease
shall  resume the status that they had prior to the  adoption of the  resolution
originally fixing the number of shares of such series.

                               [END OF ATTACHMENT]


<PAGE>


                                                                    Exhibit 10.1


April 16, 2004




FBO Air, Inc.
9078 East Charter Oak
Scottsdale, AZ  85260
Attn:  Mr. Ronald Ricciardi, President

                              Re: Convertible Loan

Dear Sirs:

            You have  requested  that the  Investors  identified  in  Schedule A
hereto (the  "Investors")  make loans to FBO Air, Inc. (the  "Borrower")  in the
aggregate principal amount of $400,000 (the "Loans").

            Accordingly,  subject to the terms and  conditions  set forth below,
each of the Investors hereby agrees with the Borrower as follows:

        1. Loans.  The Investors  hereby agree to make the Loans to the Borrower
as  follows:  (a)  $130,000  upon  execution  of  this  letter  agreement  (this
"Agreement")  and (b) $270,000  upon the later to occur of (i) the merger of the
Borrower  with and into Shadows  Bend  Development,  Inc., a Nevada  corporation
("Newco"),  and  (ii) the  Borrower's  acquisition  of the  assets,  rights  and
properties of Victory  Aviation,  L.L.C.,  an Indiana limited  liability company
("Victory").  The Loans shall be evidenced by, and be on the terms set forth, in
the  convertible  notes (the "Notes") of even date hereof.  Each Investor  shall
receive  a Note  in the  form of  Schedule  B  hereto  in the  principal  amount
indicated  for such  Investor  in Schedule A hereto.  The  proceeds of the Loans
shall be used for working capital purposes  substantially in accordance with the
Borrower's undertakings in this respect.

        2.  Representations.   The  Borrower  represents  and  warrants  to  the
Investors that:

          (a)  Organization,  Standing.  The Borrower (i) is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Arizona and (ii) has the  corporate  power and  authority  necessary  to own its
assets, carry on its business now and as contemplated and enter into and perform
its obligations hereunder and under the Note.

          (b) Authority,  Etc. The making and  performance of this Agreement and
the Note is within the  corporate  power and  authority  of the Borrower and has
been  duly  authorized  by  all  necessary  corporate  action.  The  making  and
performance  by the Borrower of this  Agreement and the Notes do not and,  under
present law,  will not require any consent or approval of any of the  Borrower's
shareholders  or any other  person;  do not and,  under  present  law,  will not
violate any law, rule, regulation,  order, writ, judgment,  injunction,  decree,
determination  or award;  do not violate any  provision  of its  certificate  of
incorporation or bylaws; do not and will not result in
<PAGE>
<PAGE>

Mr.  Ronald  Ricciardi
April 16, 2004 Page 2 of 6

any  breach of any  material  agreement,  lease or  instrument  to which it is a
party, by which it is bound or to which any of its assets are or may be subject;
and does not and will not give  rise to any  lien,  security  interest  or other
encumbrance upon any of its assets. No authorizations, approvals or consents of,
and no filings or registrations  with, any governmental or regulatory  authority
or  agency  (other  than  authorizations,   approvals,   consents,  filings  and
registrations  heretofore  obtained and in full force and effect) are  necessary
for the execution, delivery or performance by the Borrower of this Agreement and
the Notes or for the validity or enforceability thereof.

          (c) Validity of Documents. This Agreement and the Notes, when executed
and  delivered,  each will be the legal,  valid and  binding  obligation  of the
Borrower,  enforceable  against it in accordance  with its terms,  except to the
extent  enforceability may be limited by bankruptcy,  insolvency,  moratorium or
other similar laws affecting the enforcement of creditors'  rights generally and
except  that  no  representation  is  intended  to be  made  herein  as  to  the
availability of any equitable remedies.

        3. Covenants.  So long as the Notes shall be outstanding,  the following
covenants shall be applicable:

          (a) The  Borrower  may  not,  without  the  Investors'  prior  written
approval, pledge or otherwise encumber its existing or after-acquired assets;

          (b) The  Borrower  may  not,  without  the  Investors'  prior  written
approval,  enter into (i) any  acquisition  of the assets or  securities  of any
person or entity (other than the transaction  with Victory);  (ii) any financing
transaction,  whether for  indebtedness or equity  securities of the Borrower or
any  subsidiary  thereof;  or (iii) any  transaction  involving the  prospective
expenditure by the Borrower of more than $25,000.

          (c) The Investors may designate one person for election as a member of
the Board of Directors of Newco.

        Approval or consent by the Investors  pursuant to this  Agreement  shall
mean the approval or consent of Investors  holding Notes  representing more than
fifty (50%) percent of the principal amount of the then outstanding Notes.

        4.  Each of the  Investors  hereby  represents  and  warrants  that  the
Investor is acquiring the Note, and will,  upon  conversion,  hold the shares of
the Newco Common Stock (as such term is hereinafter  defined),  for  investments
and not with a view toward,  or in connection with, any  distribution  under the
Securities Act.

        5. "Piggyback" Registration Rights. If at any time prior to the Maturity
Date  (as  such  term  is  defined  in the  Notes)  the  Borrower  shall  file a
registration  statement  relating  to any  offering  for its own  account or the
account of others under the Securities  Act, of any of the equity  securities of
Newco (other than on Form S-4 or Form S-8 or their then equivalents  relating to
equity  securities to be issued solely in connection with any acquisition of any
entity or business or equity securities issuable in connection with stock option
or other  employee  benefit  plans),  the Borrower  shall send to the  Investors
written notice of such determination and, if within fifteen
<PAGE>
<PAGE>

Mr. Ronald Ricciardi
April 16, 2004 Page 3 of 6

(15) days  after the date of such  notice,  any  Investor  shall so  request  in
writing,  the Borrower shall include in such  registration  statement all or any
part of the  shares of the Common  Stock,  $.001 par value  (the  "Newco  Common
Stock"),  into  which  the  Investor's  Note has or may be  converted  which the
Investor requests to be registered (the "Investor's Common Shares"), except that
if,  in  connection  with  any  underwritten   public  offering,   the  managing
underwriter  thereof  shall impose a  limitation  on the number of shares of the
Investor's  Common  Shares which may be included in the  registration  statement
because, in such underwriter's judgment, marketing or other factors dictate such
limitation is necessary to  facilitate  public  distribution,  then the Borrower
shall be  obligated  to include  in such  registration  statement  (i) only such
limited  portion of the shares of the  Investor's  Common Shares with respect to
which the Investor has requested  inclusion  hereunder as the underwriter  shall
permit  or  (ii) in the  event  that  there  are  multiple  parties  seeking  to
"piggyback," then the reduction will be shared pro rata among such parties.

        6. "Tag Along  Rights." In the event that  Jeffrey  Trenk and any of his
affiliates  (as such term is  defined  in Rule 405 under the  Securities  Act of
1933) elects to sell any or all of the shares of the Newco Common Stock owned by
him or his  affiliates  to an  unaffiliated  third  party,  Mr. Trenk and/or his
affiliate(s)  shall  give  notice  to the  Investors  stating  the  terms of the
proposed sale. If any Investor or Investors  exercises the right to "tag along,"
the  prospective  buyer shall  purchase  from the such  Investor or  Investors a
comparable  percentage  of such  Investor's  or  Investors'  shares of the Newco
Common Stock as the  prospective  buyer is purchasing  from Mr. Trenk and/or his
affiliate(s).  If the  amount  of  Newco  Common  Stock to be  purchased  by the
prospective  Buyer is limited,  the amount to be purchased from Mr. Trenk and/or
his  affiliate(s) and the Investor or Investors shall be pro rata based upon the
number of shares of the Newco  Common  Stock owned by each of the  sellers.  Any
Investor seeking to "tag along" must exercise the tag along right within fifteen
(15) days of the notice of sale.

        7. Notices. Any notice,  consent or authorization  required or permitted
to be given  pursuant to this Agreement or the Note shall be in writing and sent
to the party for or to whom intended,  at the address for the Borrower set forth
above or for the  Investor  set forth in  Schedule A hereto,  by  registered  or
certified  mail (if  available),  postage  paid or at such other  address as any
party  shall  designate  by notice  given to the others in the  manner  provided
herein.

        8.  Successors  and Assigns.  This  Agreement  shall be binding upon and
inure to the benefit of the  Borrower  and the  Investors  and their  respective
successors and assigns.  The Borrower may not assign its rights hereunder or any
interest herein without the prior, written consent of the Investors.

        9.  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts and by different parties hereto in separate  counterparts,  each of
which shall be deemed to be an original,  but all of which taken  together shall
constitute one and the same agreement.

        10.  Governing  Law. This  Agreement and the Note shall be construed and
enforced  in  accordance  with the laws of the State of New York  applicable  to
contracts  made and to be  performed  in that State,  without give effect to any
principles of conflicts of laws.

        11.  Consent to  Jurisdiction,  Etc. The Borrower and the Investors each
(1) agrees that any legal suit, action or proceeding arising out of, or relating
to, this Agreement and the Notes

<PAGE>
<PAGE>

Mr. Ronald Ricciardi
April 16, 2004
Page 4 of 6

shall be instituted  exclusively in New York State Supreme Court,  County of New
York, or in the United States  District  Court for the Southern  District of New
York, (2) waives any objection  which any may have now or hereafter to the venue
of any such suit,  action or  proceeding,  and (3)  irrevocably  consents to the
jurisdiction  of the New York State Supreme  Court,  County of New York, and the
United States  District Court for the Southern  District of New York in any such
suit,  action or  proceeding.  Each of the  Borrower and the  Investors  further
agrees to accept and  acknowledge  service of any and all  process  which may be
served in any such suit,  action or proceeding  in the New York States  District
Court for the  Southern  District  of New  York.  EACH OF THE  BORROWER  AND THE
INVESTORS  AGREES TO WAIVE  ITS  RIGHT TO A JURY  TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE NOTES.

        12. No Third Party  Beneficiaries.  No entity or person,  other than the
parties to this Agreement,  has been given or shall be deemed to have been given
any rights as a third party  beneficiary  hereunder or under any instruments and
documents executed in connection herewith.

        13.  Costs and  Expenses of Enforcing  Obligations.  The Borrower  shall
reimburse  the  Investors  for all  costs  and  expenses  (including  reasonable
attorneys'  fees and legal  expenses)  incurred by the Investors in enforcing or
attempting  to enforce any  obligation  of the  Borrower  hereunder or under the
Note.

        14. Counsel.  Each of the Investors and the Borrower  acknowledges  that
Wachtel & Masyr,  LLP has acted as  counsel  to the  Borrower  and  Henderson  &
Keyslik has acted as counsel to the Investors.

        15.  Integration.  This Agreement,  the Note and an Engagement Letter of
even date herewith by and among the Borrower,  the Investors and Sands  Brothers
International  Ltd.  represent  the entire  agreement  of the  Borrower  and the
Investors with respect to the subject matter hereof,  and there are no promises,
undertakings,  representations  or warranties  by the Investors  relative to the
subject  matter  thereof not expressly set forth or referred to herein or in the
Notes.

<PAGE>
<PAGE>

Mr. Ronald Ricciardi
April 16, 2004
Page 5 of 6

            Please confirm that the foregoing correctly sets forth our agreement
by signing and return to the Investors a duplicate copy of this Agreement.

                                        Very truly yours,

                                        THE INVESTORS, as per separate signature
                                        pages attached hereto



Accepted and agreed to as of the date first written above:

FBO AIR, INC.


By:      _______________________________
         Name:    Ronald Ricciardi
         Title:   President

<PAGE>
<PAGE>
                                                                      Schedule A


                                    Investors

<TABLE>
<S>                                                               <C>                             <C>
                                                                                           Principal Amount
Name                                                             Address                              of Loan
Theodore V. Fowler                                           85 Valley Drive                  $15,000.00
                                                           Greenwich, CT 06831

KWG Trust                                                Horwood, Marcus & Berk               $87,500.00
                                                             180 N. Lasalle
                                                               Suite 3700
                                                            Chicago, IL 60601
                                                          Attention: Jef Zaluda

Bonanza Trust                                            Horwood, Marcus & Berk               $87,500.00
                                                             180 N. Lasalle
                                                               Suite 3700
                                                            Chicago, IL 60601
                                                          Attention: Jef Zaluda

Andrew Zaro                                                  7 Skyline Drive                  $87,500.00
                                                           Hawthorne, NY 10532

Sands Brothers Venture Capital, LLC                          90 Park Avenue                   $12,500.00
                                                           New York, NY 10016

Sands Brothers Venture Capital II, LLC                       90 Park Avenue                   $12,500.00
                                                           New York, NY 10016

Sands Brothers Venture Capital III, LLC                      90 Park Avenue                   $50,000.00
                                                           New York, NY 10016

Sands Brothers Venture Capital IV, LLC                       90 Park Avenue                   $25,000.00
                                                           New York, NY 10016

Katie & Adam Bridge Partners, LP                             90 Park Avenue                   $12,500.00
                                                           New York, NY 10016

280 Ventures, LLC                                            90 Park Avenue                   $10,000.00
</TABLE>
                                                           New York, NY 10016


<PAGE>
<PAGE>


                                                                    Exhibit 10.2


     AMENDATORY  AGREEMENT  entered into as of this 12th day of July, 2004 (this
"Amendment")  by  and  among  FBO  Air,  Inc.,  an  Arizona   corporation   (the
"Borrower"), and the Investors set forth in Schedule A hereto (the "Investors").

     WHEREAS,  the Borrower and the  Investors  have  heretofore  entered into a
Convertible Loan Agreement dated April 16, 2004 (the "Loan Agreement")  pursuant
to which the Investors were to make Loans to the Borrower aggregating  $400,000,
of which an  aggregate  of $130,000  (the  "Initial  Loans") was advanced to the
Borrower by the  Investors on April 16, 2004 and an  aggregate of $270,000  (the
"Subsequent  Loans") was to be advanced to the  Borrower by the Lenders upon the
later  to  occur  of  the  consummation  of  two  specified   transactions  (the
"Transactions");

     WHEREAS, the Borrower executed a convertible note dated April 16, 2004 (the
"Note") to each of the  Investors  evidencing  the  Initial  Loans and the Notes
provided  that (1) an Event of Default  (as  defined in the Note)  included  the
failure by the Borrower to consummate,  within 60 days after April 16, 2004, the
Transactions  and (2) the first  interest  installment  payment  was due July 1,
2004; and

     WHEREAS, neither of the Transactions has been consummated as of the date of
this  Amendment  and the  parties  desire  to modify  certain  terms of the Loan
Agreement  and  the  Notes  so  that  the  Subsequent  Loans  may be made by the
Investors to the  Borrower and that the Borrower not be in default  under either
the Loan Agreement or any of the Notes;

     NOW, THEREFORE,  for good and valuable consideration,  the receipt of which
is  acknowledged  by all of the parties  hereto,  the Borrower and the Investors
agree as follows:

     1. All capitalized  terms used in this Amendment and not otherwise  defined
shall have the meaning ascribed thereto in the Loan Agreement and/or the Notes.

     2. The first  sentence of Section 1 of the Loan Agreement is hereby amended
to read as follows:

     "The  Investors  hereby agree to make the Loans to the Borrower as follows:
(a) $130,000 under execution of this letter agreement (this "Agreement") and (b)
$270,000 upon the later to occur of (i) the merger of the Borrower with and into
Shadows Bend Development,  Inc., a Nevada  corporation  ("Newco"),  and (ii) the
Borrower's  acquisition  of either  (A) the  assets,  rights and  properties  of
Victory Aviation,  L.L.C.,  an Indiana limited  liability  company  ("Victory"),
which is the  operator  of an  aviation  fixed  base  operation  in Fort  Wayne,
Indiana, or (B) the acquisition of the assets, rights and properties,  or of all
of the capital  stock,  of another  operator of an aviation fixed base operation
(the "Other FBO Company")."

     3. Section 3(b) of the Loan Agreement is hereby amended to read as follows:

     "The Borrower may not, without the Investors' prior written approval, enter
into (i) any  acquisition  of the assets or  securities  of any person or entity
(other than the transaction with Victory and/or the Other FBO Company); (ii) any
financing  transaction,  whether for  indebtedness  or equity  securities of the
Borrower or any  subsidiary  thereof;  or (iii) any  transaction  involving  the
prospective expenditure by the Borrower of more than $25,000."

     4. The first  paragraph  of each of the Notes is hereby  amended to provide
that the  payment of interest  commences  on  September  1, 2004 and not July 1,
2004.
<PAGE>
<PAGE>

     5. Subclause (2) of the definition of the term "Newco  Outstanding  Shares"
in each of the Notes is hereby amended to read as follows:

     "(2) the shares to be issued  either to the sole member of  Victory,  or to
the shareholders or members of the Other FBO Company, in an amount not to exceed
eight  (8%)  percent  of the  outstanding  shares  of  the  Newco  Common  Stock
(including  any shares that may be issued after the Merger  pursuant to a market
adjustment formula);".

     6.  Subclause (2) of the  definitions  of "Event of Default" in each of the
Notes is hereby amended to read as follows:

     "(2) the failure by the Borrower to consummate,  on or before September 16,
2004, the Merger and either the asset purchase from Victory Aviation,  L.L.C. or
the asset or stock purchase from the Other FBO Company;".

     7. Except as modified in this Amendment,  the terms and  considerations  of
the Loan Agreement and each of the Notes shall remain in full force and effect.

     8. This  Amendment  may be  executed in any number of  counterparts  and by
different parties hereto in separate counterparts, each of which shall be deemed
to be an original,  but all of which taken together shall constitute one and the
same agreement.

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

                                              FBO AIR, INC.



                                              By:      /s/ Ronald Ricciardi
                                                       Name:  Ronald Ricciardi
                                                       Title:    President


                                              THE INVESTORS, as per separate
                                              signature pages attached hereto
<PAGE>
<PAGE>


                                                                    Exhibit 10.3

THIS NOTE AND THE SHARES  INTO WHICH THIS NOTE MAY BECOME  CONVERTIBLE  HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT"),  OR ANY STATE  SECURITIES LAW, AND MAY NOT BE SOLD OR OFFERED FOR SALE IN
THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT AS TO THE SECURITIES  UNDER
THE  SECURITIES  ACT AND ANY  APPLICABLE  STATE  SECURITIES LAW OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

                                  FBO AIR, INC.

                                CONVERTIBLE NOTE


                                                       April 16, 2004
                                                       Scottsdale, Arizona

$__________________

     FOR VALUE RECEIVED,  the undersigned FBO Air, Inc., an Arizona  corporation
(the  "Borrower"),  promises  to  pay  to  the  order  of  _______________  (the
"Investor"),  with  an  address  at  _______________________________,   (i)  the
principal  sum of  ______________________  Dollars  ($______________),  or  such
lesser principal amount as is then outstanding, on April 15, 2009 (the "Maturity
Date");  and (ii)  interest  thereon at a rate equal to eight (8%)  percent  per
annum. Interest shall begin to accrue when an amount is released to the Borrower
and shall be payable quarterly in arrears,  commencing July 1, 2004, for as long
as this Convertible Note (the "Note") shall be outstanding.

     This Note is one of a series of Notes in the aggregate  principal amount of
$400,000 (the  "Investment  Amount")  issued  pursuant to, and is subject to the
additional terms and conditions contained in, an agreement of even date herewith
(the "Loan  Agreement")  by and between the Investor,  other  investors  (which,
together  with the  Investor,  shall be  collectively  referred to herein as the
"Investors") and the Borrower.

     The Borrower  may, at its option,  make  interest  payments to the Investor
either in cash or in shares of the Common  Stock,  $.001 par value  (the  "Newco
Common  Stock"),   of  Shadows  Bend  Development  Inc.,  a  Nevada  corporation
("Newco"), with and into which the Borrower will be merged and Newco's name will
be changed to FBO Air, Inc. (the  "Merger").  For the purpose of determining the
number of shares of the Newco  Common  Stock to be issued in payment of interest
with  respect to this Note,  such shares shall be valued at the average of their
Fair  Market  Value (as such term is  hereinafter  defined)  during the five (5)
trading days preceding the interest payment date.

     Notwithstanding  any other provision hereof,  interest paid or becoming due
hereunder shall in no event exceed the maximum rate permitted by applicable law.
Both  principal and any interest paid in cash are payable in lawful money of the
United States of America to the Investor at the address above indicated.
<PAGE>
<PAGE>

     The term "Fair  Market  Value" of a share of the Newco  Common  Stock shall
mean,  at any date,  the fair market  value of a share of the Newco Common Stock
determined  as  follows:  (1)  if  the  Newco  Common  Stock  is  listed  on any
established  stock exchange or traded on the Nasdaq System (whether its National
Market  System or its  SmallCap  Market),  its Fair  Market  Value  shall be the
closing  sales  price per share for the Newco  Common  Stock (or the closing bid
price,  if no sales were  reported)  as reported on such  exchange or the Nasdaq
System;  (2) if the Newco Common Stock is reported on the OTC Bulletin  Board of
the National Association of Securities Dealers,  Inc. (the "NASD") or other NASD
board,  its Fair Market  Value shall be the closing sale price per share for the
Newco  Common  Stock (or the closing bid price,  if no sales were  reported)  as
reported by the NASD;  or (3) if the Newco Common  Stock is otherwise  traded in
the over-the-counter market, its Fair Market Value shall be the mean between the
high bid and low asked  prices per share for the Newco  Common Stock on the date
of  determination  as  reported  by Pink  Sheets  LLC or any other  organization
performing similar services.

     At any time on and  after  the  date on which  the  Merger  is  consummated
through the Maturity  Date,  the  Investors  may convert all of the  then-unpaid
principal and interest on their Notes (the "Conversion Amount") into such number
of shares of the Newco Common Stock (the "Initial  Conversion  Share Amount") as
shall equal thirty-five  (35%) percent of the Newco Outstanding  Shares (as such
term is  hereinafter  defined).  For the purposes of this Note,  the term "Newco
Outstanding  Shares"  shall  mean the sum of the  following  shares of the Newco
Common Stock:  (1) the shares to be owned by the  stockholders of Newco prior to
the Merger after the  consummation  thereof;  (2) the shares to be issued to the
sole  member of  Victory in an amount  not to exceed  eight (8%)  percent of the
outstanding  shares of the Newco Common Stock  (including any shares that may be
issued after the Merger pursuant to a market price adjustment formula);  (3) the
shares to be issued to the Borrower's  shareholders prior to the Merger upon the
consummation  thereof;  (4)  the  shares  to be  reserved  for  issuance  to the
management  of Newco  after the Merger  (not to exceed ten (10%)  percent of the
outstanding  shares of the Newco Common Stock);  and (5) the Initial  Conversion
Share  Amount.  The number of shares of the Newco  Common  Stock into which this
Note is initially  convertible by the Investor shall be three and three quarters
(3.75%)  percent  of  the  Initial  Conversion  Share  Amount  [i.e.,  the  same
percentage as the principal amount of this Note is of $400,000] (the "Investor's
Initial  Conversion  Share  Amount").  In the event that the Investor  elects to
convert less than all of the Conversion Amount applicable to this Note, then the
number of shares of the Newco Common Stock to be issued upon conversion shall be
in the same proportion as the amount of the Investor's Initial Conversion Amount
converted bears to the Investor's  Initial Conversion Amount. For the purpose of
the Notes,  the term "Initial  Conversion  Price" shall mean the dividend of the
Investment Amount and the Initial Conversion Share Amount.

     If, on or after April 16,  2005,  the Shares of the Newco Common Stock have
traded in the public market for at least fifteen (15)  consecutive  trading days
at a Last Sale Closing Price (as such term is  hereinafter  defined) which is at
least two hundred fifty (250%) percent higher than the Initial  Conversion Price
or, if applicable,  the Adjusted  Conversion  Price (as such term is hereinafter
defined),  then the  Borrower  may,  by notice  to the  Investors,  require  the
Investors to convert  their Notes into that number of shares of the Newco Common
Stock that is the Initial  Conversion  Share Amount less any shares of the Newco
Common Stock  previously  issued to the Investors  upon a partial  conversion or
conversions. For purposes of this Note, the term "Last Sale Closing Price" shall
mean  the  average  of the  Fair  Market  Value  of the  Newco  Common  Stock as
determined for such fifteen (15) consecutive trading days.

     If any  conversion  of this Note,  or the payment of interest  with respect
thereto in shares of the Newco
<PAGE>
<PAGE>

Common  Stock,  would result in the issuance of a fractional  share of the Newco
Common Stock, such factional share shall be disregarded and the number of shares
of the Newco Common Stock issuable upon  conversion or payment of interest shall
be rounded up or down to the nearest whole share, it being understood that .5 of
one (1) share shall be rounded up to the next highest share.

     If at any time after the Merger,  the number of  outstanding  shares of the
Newco Common Stock is increased by a stock split,  stock dividend,  combination,
reclassification,  or other similar event,  the Initial  Conversion Share Amount
shall be proportionately  increased,  or, if the number of outstanding shares of
the Newco Common Stock is decreased  by a reverse  stock split,  combination  or
reclassification of shares, or other similar event, the Initial Conversion Share
Amount  shall be  proportionately  reduced.  In either such  event,  the Initial
Conversion  Price  shall  similarly  be  proportionately  reduced or  increased,
whichever is applicable, to a new price, i.e., the Adjusted Conversion Price. In
the event of a subsequent similar event occurring, a similar adjustment shall be
made except that the  adjustment  to the number of shares  shall be to the prior
adjusted amount and not the Initial  Conversion  Share Amount and the adjustment
to the conversion price shall be to the then Adjusted Conversion Price.

     The  Investor  may convert  this Note into shares of the Newco Common Stock
(the  "Conversion  Securities")  by the surrender of this Note and the Notice of
Conversion  (attached  hereto as Exhibit A) properly  executed at the  principal
office of the Borrower, or at such other agency or office of the Borrower in the
United  States of America as the Borrower may  designate by notice in writing to
the Investor at the address of the Investor  appearing herein.  Upon any partial
exercise of this Note,  there shall be executed and issued to the Investor a new
Note in respect of such outstanding  amounts of principal and interest hereunder
as to which the Investor shall not have converted into Conversion Securities. In
the event of the  conversion of all or a portion of this Note, a certificate  or
certificates  for  the  Conversion  Securities  so  converted,   as  applicable,
registered  in the name of the  Investor,  shall be delivered to the Investor as
soon as  practicable  after the  receipt  by the  Borrower  of this Note and the
Investor's written request for conversion.

     The Borrower  agrees that,  on or prior to the Maturity  Date or the Note's
prior prepayment in its entirety, the Borrower will at all times have authorized
and in reserve,  and will keep  available,  solely for issuance or delivery upon
the conversion of this Note, a sufficient number of Conversion  Securities to be
issuable by the Borrower upon the conversion of this Note.

     The term "Event of Default"  shall mean each of the following  events:  (1)
the failure by the Borrower to make any payment of interest or principal  within
ten (10) days after  such  payment is due and  payable;  (2) the  failure by the
Borrower to consummate, within sixty (60) days after the date hereof, the Merger
and the asset purchase from Victory;  (3) the material breach by the Borrower of
any of the  covenants  contained in the Loan  Agreement  and the failure to cure
within  thirty (30) days of the notice by the any Investor of such  breach;  (4)
the Borrower shall file a petition under any bankruptcy or insolvency  law, or a
petition  under any  bankruptcy  or  insolvency  law shall be filed  against the
Borrower  and not  discharged  within a period of ninety  (90) days;  or (5) the
Borrower shall admit in writing its inability to pay its debts as they mature or
apply for,  consent to, or acquiesce in the appointment of a trustee or receiver
for the  Borrower or any  subsidiary  thereof or any of its or its  subsidiary's
property;  or, in the absence of such  application,  consent or acquiescence,  a
trustee or receiver  shall be appointed for the Borrower or any  subsidiary  and
shall not be  discharged  within a period of ninety  (90)  days.  If an Event of
Default shall occur,  Investors holding Notes representing more than fifty (50%)
percent of the  principal  amount of the then  outstanding  Notes may,  at their
option, upon notice to the Borrower,
<PAGE>
<PAGE>

declare the Notes to be due and payable,  whereupon all unpaid principal of, and
accrued interest on, the Notes shall be and become immediately due and payable.

     The Borrower, for itself and its respective successors and assigns,  hereby
waives presentment, demand, notice, protest and all other demands and notices in
connection  with the delivery,  acceptance,  performance  or endorsement of this
Note.

     IN  WITNESS  WHEREOF,  FBO Air,  Inc.  has  caused  this  Note to be signed
manually by a duly authorized officer.

                                                 FBO AIR, INC.


                                                 By: _______________________
                                                     President

<PAGE>
<PAGE>
                                                                       Exhibit A

                              NOTICE OF CONVERSION





To:      FBO Air, Inc.
         9078 East Charter Oak
         Scottsdale, AZ  85260
         Attn:  Mr. Ronald Ricciardi, President

     In accordance with the terms of the Convertible  Note dated April 16, 2004,
the  undersigned  hereby  elects to convert  $___________________  in  principal
amount of the Note (together with the related  accrued  interest) into shares of
your Common Stock, $.001 par value (the "Common Stock").




     Please  issued  shares of the  Common  Stock  into  which the Note is being
converted in the following name:

Issue to:                  ________________________________________________

Address                    ________________________________________________

                           ________________________________________________

                           ________________________________________________

Authorization:             _________________________________________________

By:                        _________________________________________________

Title:                     _________________________________________________

Dated:                     ___________

<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "form8k82504.txt", "description": "FORM 8-K DATED AUGUST 20, 2004", "secsgml_size_bytes": 147153}]
{"company-data": {"conformed-name": "SHADOWS BEND DEVELOPMENT 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": "04999764"}, "business-address": {"street1": "200 LAFAYETTE ST", "street2": "STE 750", "city": "BATON ROUGE", "state": "LA", "zip": "70801", "phone": "2253437811"}, "mail-address": {"street1": "200 LAFAYETTE ST", "street2": "STE 750", "city": "BATON ROUGE", "state": "LA", "zip": "70801"}}
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): August 20, 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)

                         SHADOWS BEND DEVELOPMENT, INC.
             200 Lafayette Street, Suite 750, Baton Rouge, LA 70801
          (Former Name or Former Address, if Changed Since Last Report)

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 2 - Financial Information

Item 2.01         Completion of Acquisition or Disposition of Assets.

     (a) On August 20, 2004,  pursuant to an Agreement  and Plan of Merger dated
as of July 26,  2004  (the  "Merger  Agreement")  by and  between  Shadows  Bend
Development,  Inc., a Nevada corporation (the "Company"),  and FBO Air, Inc., an
Arizona  corporation  ("FBO"),  FBO was merged (the  "Merger") with and into the
Company and the Company  simultaneously changed its name to FBO Air, Inc. A copy
of the Merger Agreement is filed as Exhibit 2 hereto and is incorporated  herein
by this reference.  The Merger  Agreement was approved by a written consent (the
"Consent")  of  stockholders  of  the  Company  holding  more  than  50%  of the
outstanding  shares of the Company's Common Stock,  $.001 par value (the "Common
Stock").  For certain other information as to the Merger,  see also Item 5.01 to
this Report.

     The Company also simultaneously  implemented (as authorized by the Consent)
a one-for-four reverse stock split of the Common Stock so that all references in
this Report to the number of shares of the Common Stock, unless otherwise noted,
shall  be on a  post-split  basis.  As a  result,  the  aggregate  of  pre-split
6,016,054  shares of the Common Stock held by  stockholders of the Company prior
to the Merger was reduced to an aggregate of 1,504,014  shares.  An aggregate of
4,521,625  shares of the Common Stock will be issued to the  shareholders of FBO
prior to the  Merger,  so that  they  will own  75.0%  of the  6,025,639  shares
outstanding  immediately after the Merger. The foregoing does not give effect to
the  aggregate  of  4,018,375  shares  initially  reserved  for  issuances  upon
conversions by the holders of the 8%  Convertible  Notes due April 15, 2009 (the
"Convertible  Notes")  issued by FBO and assumed by the Company  pursuant to the
Merger Agreement. Were such shares to be issued, the former FBO shareholders and
noteholders  would own, as a result of the Merger,  an  aggregate  of  8,540,000
shares, or 85.0% of the then outstanding  10,044,014 shares of the Common Stock,
assuming no other shares of the Common  Stock were issued in the interim  period
prior to conversion.  Copies of the  Convertible  Loan Agreement dated April 16,
2004 (the "Loan Agreement"),  the Amendatory Agreement dated as of July 12, 2004
to the Loan  Agreement  and the form of  Convertible  Note are filed as Exhibits
10.1,  10.2 and 10.3,  respectively,  to this  Report  and each is  incorporated
herein by this reference.

     FBO was  incorporated  on January 2, 2004 for the purpose of acquiring  the
assets  or stock of  companies  in the  fixed  base  operations  segment  of the
aviation industry in selected markets across the United States. The Company will
continue to pursue such proposed  line of business.  Prior to the Merger FBO was
negotiating  with two such  companies.  The  Company,  as  successor  to FBO, is
obligated  to close  one such  transaction  by  September  16,  2004 if it is to
receive the balance of $270,000 in loans  (currently FBO had received  $130,000)
and avoid  default,  which would  accelerate  the maturity  date of the existing
indebtedness. There can be no assurances as to when and if such acquisition will
be effected.

     Prior to the Merger, two FBO shareholders were stockholders of, or had some
relationship  with,  the  Company.  Ivan  Galindo,  formerly a  director  of the
Company,  was the
holder of two shares of the  Common  Stock,  $.001 par  value,  of FBO (the "FBO
Common Stock") prior to the Merger and, as a result,  received  15,250 shares of
the Common  Stock as a result of the Merger.  Mr.  Galindo held no shares of the
Company  prior to the  Merger.  Jeffrey  M.  Trenk,  the son of  FBO's  (now the
Company's)  Chairman of the Board, was the holder of 38 shares of the FBO Common
Stock  prior to the Merger  and,  as a result,  received  289,750  shares of the
Common  Stock as a result of the Merger.  Mr.  Trenk is also the holder of 5,000
shares of the Common Stock acquired prior to the Merger. Ruth Trenk, the wife of
Mr.  Trenk,  was the  owner of 32 shares of the FBO  Common  Stock  prior to the
Merger and, as a result, received 244,000 shares of the Common Stock. Mrs. Trenk
held no shares of the Company prior to the Merger.  Mr. and Mrs.  Trenk disclaim
beneficial ownership in each other's shares.

Section 3 - Securities And Trading Markets

Item 3.02         Unregistered Sales of Equity Securities.

     (a) and (c)  Reference is made to Item 2.01 of this Report for  information
relating to the issuance of an aggregate of 4,521,625 shares of the Common Stock
to the former shareholders of FBO as a result of the Merger.

     (b) Not applicable.

     (d) The  Company  is of the  opinion  that the  issuances  of shares of the
Common Stock to the former shareholders of FBO were exempt from the registration
requirement  of  Section  5 of the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"),  pursuant to the exemption of Section 4(2) of the Securities
Act in that it was a  transaction  (i.e.,  the  Merger)  not  involving a public
offering.  Each  of  the  former  FBO  shareholders  gave a  written  investment
representation  to the Company with respect to the shares of the Common Stock to
be received by said shareholder.

     (e) There were no options, warrants or convertible securities issued by the
Company to the former shareholders of FBO pursuant to the Merger.  However,  the
Company assumed FBO's  obligations  pursuant to the Convertible  Notes. See Item
2.01 of this Report for information as to the convertibility  into shares of the
Common Stock of the Convertible Notes.

Section 5 - Corporate Governance And Management

Item 5.01         Changes in Control Registrant.

     As reported in Item 2.01 to this Report, on August 20, 2004, FBO was merged
with and into the Company.  A copy of the Merger Agreement is filed as Exhibit 2
to this Report and is incorporated herein by this reference.

     In addition,  both directors of the Company  (Michael W.  Sciacchetano  and
Ivan  Galindo)  resigned  and  Ronald  J.  Ricciardi  and Alvin S.  Trenk,  both
directors  of FBO,  were  elected  instead  as  directors  of the  Company.  Mr.
Sciacchetano,  the sole officer of the Company, resigned all of his officerships
in the Company. Mr. Trenk was elected Chairman of the Board of the Company
and Mr.  Ricciardi was elected its President and designated its Chief  Executive
Officer. Mr. Trenk received 15,250 shares of the Common Stock as a result of the
Merger, or less than 1% of the outstanding shares of the Common Stock, while Mr.
Ricciardi  received  876,875 shares,  or 14.6% of the outstanding  shares of the
Common Stock.

     Management is not aware of any  arrangement  which would result in a future
change of control except as follows:  The ten holders of the  Convertible  Notes
have the right, as indicated in Item 2.01 to this Report,  to convert such Notes
initially into an aggregate of 4,018,375 shares of the Common Stock, which would
constitute 40% of the  outstanding  shares of the Common Stock as of the date of
the  Merger(assuming no further issuances of shares of the Common Stock).  These
holders  have the right to convert the  Convertible  Notes into 40% of the Newco
Outstanding Shares (as such term is defined in the Convertible Notes) so long as
the  Convertible  Notes  are  outstanding.  In  addition,  the  holders  of  the
Convertible Notes have the right, pursuant to the Loan Agreement, to designate a
person for election as a director, but no such designation has been made as yet.
As indicated in the preceding paragraph of this Item 5.01 to this Report,  there
are currently two directors and up to seven directors may be elected in total by
the  stockholders  of  the  Company.  Theodore  V.  Fowler  is the  holder  of a
Convertible  Note  in the  principal  amount  of  $15,000,  which  is  initially
convertible  into 150,689 shares of the Common Stock, and may also be deemed the
beneficial owner of the 1,004,592 shares initially  issuable upon the conversion
of four Convertible Notes in the aggregate  principal amount of $100,000 because
he would have shared voting and dispositive rights with respect to the shares of
the  Common  Stock  after the  conversion.  Accordingly,  he may be  deemed  the
beneficial owner,  after  conversion,  of an aggregate of 1,155,281 shares which
would constitute  16.1% of the 7,180,920 shares of the Common Stock  outstanding
if only these five Convertible  Notes were converted and 11.5% of the 10,044,014
shares of the Common  Stock  outstanding  if all of the  Convertible  Notes were
convertible.

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

     (a) Not Applicable.

     (b) As reported in Item 5.01 to the Report, Michael Sciacchitano,  the sole
officer of the Company,  resigned all of his positions effective with the Merger
on August 20, 2004.

     (c) Also as reported in Item 5.01 to this Report,  Ronald J.  Ricciardi was
elected as the President of the Company and  designated  as its Chief  Executive
Officer  effective  with the Merger on August 20, 2004.  The new  directors  are
looking for a suitable person or persons to serve as Chief Financial Officer and
Chief Accounting Officer of the Company.

     Mr.  Ricciardi  served as the President and Chief Executive  Officer of FBO
from the initial planning stages in June 2003 (FBO was formally  incorporated on
January 2, 2004) until its merger with and into the Company on August 20,  2004.
From August,  2001 to May,  2003,  Mr.  Ricciardi  served as President and Chief
Executive   Officer  of  P&A  Capital   Partners,   Inc.   (and  a   predecessor
organization),   an  entertainment   finance  company   chartered  to  fund  the
distribution  of  independent  films.  Mr.  Ricciardi was also the co-founder of
eTurn, a high technology service
provider.  From June,  1999 to September 2000, Mr.  Ricciardi  served as eTurn's
Chairman  and  Chief  Executive  Officer,  where he  developed  a  consolidation
strategy,  negotiated  pipeline  potential  merger and  acquisition  candidates,
published placement  memoranda and executed multiple private,  institutional and
venture capital presentations. From May, 1995 to May, 1999, Mr. Ricciardi served
as President and Chief Executive Officer of Clearidge,  Inc., a leading regional
consumer  products  company,  where he  provided  strategic  and  organizational
development and led a consolidation effect, which included 14 transactions. From
1984  to  1993,  Mr.  Ricciardi  served  in  multiple  positions  of  increasing
responsibility, including as an Area Vice-President, for Pepsi-Cola Company.

     Mr.  Ricciardi  has  served,  since  February  9, 2004,  as a  director  of
Limelight  Media  Group,  Inc., a company the common stock of which is traded on
the OTC Bulletin Board and which was founded in February 2000 to create,  manage
and support out-of-home digital advertising and promotional networks.

     Mr. Ricciardi had an employment agreement (the "Employment Agreement") with
FBO providing for (i) a three-year  term, which would not become effective until
the first fixed base  acquisition  by FBO; (ii) an initial annual base salary of
$125,000,  increasing  to $150,000 in the second year and  $200,000 in the third
year;  (iii) an  incentive  bonus of three  percent of FBO's  EBITDA and (iv) an
annual grant of a stock option for a number of shares of the FBO Common Stock to
be determined  annually by the FBO Board. The Company has assumed the Employment
Agreement as a result of the Merger and will file a copy thereof when and if the
Employment Agreement becomes effective.

Item 5.03  Amendments to Articles of Incorporation or Bylaws;
           Change in Fiscal Year.

     Pursuant to the Consent,  the Company also increased its authorized  shares
of the Common Stock from 50,000,000 to 100,000,000  effective August 20, 2004. A
copy of the Amendment to the Certificate of Incorporation  effecting such change
is  filed  as  Exhibit  3 to this  Report  and is  incorporated  herein  by this
reference.

Section 9 - Financial Statements and Exhibits

Item 9.01         Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired:

         Financial  statements of FBO Air, Inc., an Arizona corporation ("FBO"),
will be filed by an amendment  to this Report on or before the date  required by
Item 9.01(4) of Form 8-K.

     (b) Pro Forma Financial Information:

         Pro forma financial  information relating to the Merger of FBO with and
into the Company  will be filed by an  amendment to this Report on or before the
date required by Item 9.01(4) of Form 8-K.
(c) Exhibits:

Exhibit No.    Description of Exhibit

        2      Agreement  and Plan of  Merger  dated as of July 26,  2004 by and
               between the Company and FBO (without schedules).

        3      Certificate   of  Amendment  to  the  Company's   Certificate  of
               Incorporation filed on July 30, 2004

        10.1   Convertible  Loan Agreement dated April 16, 2004 by and among FBO
               and the Investors named in Schedule A thereto.

        10.2   Amendatory Agreement dated as of July 12, 2004 to the Convertible
               Loan Agreement filed as Exhibit 10.1

        10.3   Form of  Convertible  Note due April 15, 2009 issued  pursuant to
               the Convertible Loan Agreement filed as of Exhibit 10.1
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  August 23, 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

        2        Agreement  and Plan of Merger  dated as of July 26, 2004 by
                 and between the Company and FBO (without schedules).        E-2

        3        Certificate  of  Amendment  to  the  Company's  Certificat
                 of Incorporation filed on July 30, 2004                    E-24

        10.1     Convertible  Loan  Agreement  dated April 16, 2004 by and
                 among FBO and the Investors named in Schedule A thereto.   E-26

        10.2     Amendatory   Agreement  dated  as  of  July  12,  2004  to
                 the Convertible Loan Agreement filed as Exhibit 10.1       E-32

        10.3     Form of Convertible  Note due April 15, 2009 issued pursuant
                 to the Convertible Loan Agreement filed as of Exhibit 10.1 E-34
Exhibit 2

                          AGREEMENT AND PLAN OF MERGER

                                 by and between

                         Shadows Bend Development, Inc.

                                       and

                                  FBO Air, Inc.

                            Dated as of July 26, 2004
ARTICLE 1         DEFINITIONS...................................................................................1
         1.01     Certain Definitions...........................................................................1

ARTICLE 2         PLAN OF MERGER OF FBO AIR WITH AND INTO Shadows Bend..........................................2
         2.01     The Merger....................................................................................2
         2.02     Adoption of Plan; Requirements for Approval of Shareholders and Stockholders of Both FBO Air
                  and Shadows Bend..............................................................................3
         2.03     Proposals To Be Approved By the Shareholders of FBO Air and the Stockholders of Shadows Bend..3
         2.04     Establishment of Record Dates.................................................................3
         2.05     Articles of Incorporation.....................................................................3
         2.06     Directors and Officers........................................................................3
         2.07     Bylaws.  .....................................................................................3
         2.08     Conversion of Shares..........................................................................3
         2.09     Exchange of Certificates for of Shares; Fractional Shares.....................................4
         2.10     Surrender of FBO Air Certficates..............................................................4
         2.11     Stock Transfer Books..........................................................................6
         2.12     Dissenting Shares.............................................................................6
         2.13     Restriction on Transfer.......................................................................6
         2.14     Restrictive Legend............................................................................6

ARTICLE 3         CLOSING; EFFECTIVE TIME.......................................................................6
         3.01     Closing.......................................................................................6
         3.02     Conditions to the Obligations of Shadows Bend and FBO Air.....................................7

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF Shadows Bend................................................7
         4.01     Organization, Standing, Qualifications, etc...................................................7
         4.02     Capitalization................................................................................7
         4.03     Articles of Incorporation, By-Laws and Minutes................................................7
         4.04     Financial Statements..........................................................................7
         4.05     Authorization.................................................................................8
         4.06     Litigation....................................................................................8
         4.07     Subsidiaries..................................................................................8
         4.08     Compliance with Law and Other Instruments.....................................................8
         4.09     Contracts and Commitments.....................................................................9
         4.10     Liabilities...................................................................................9
         4.11     Title to Properties and Related Matters.......................................................9
         4.12     Directors and Officers........................................................................9
         4.13     Tax Returns...................................................................................9
         4.14     Brokers and Finders...........................................................................9
         4.15     Prior Sales..................................................................................10
         4.16     Stockholders List............................................................................10
         4.17     Transfer Agent...............................................................................10
         4.18     Compliance with Laws and Regulations.........................................................10
         4.19     Material Contract Defaults...................................................................10
         4.20     Absence of Certain Changes or Events.........................................................10
         4.21     Books and Records............................................................................11
ARTICLE 5         REPRESENTATIONS AND WARRANTIES OF FBO AIR....................................................11
         5.01     Organization, Standing, Qualifications, etc..................................................11
         5.02     Capitalization...............................................................................12
         5.03     Articles of Incorporation and By-Laws........................................................12
         5.04     Financial Statements.........................................................................12
         5.05     Authorization................................................................................12
         5.06     Litigation...................................................................................12
         5.07     Subsidiaries.................................................................................13
         5.08     Compliance with Law and Other Instruments....................................................13
         5.09     Contracts and Commitments....................................................................13
         5.10     Liabilities..................................................................................13
         5.11     Title to Properties and Related Maters.......................................................13
         5.12     Directors and Officers.......................................................................13
         5.13     Tax Returns..................................................................................13
         5.14     Brokers and Finders .........................................................................13
         5.15     Shareholders List............................................................................13
         5.16     Compliance with Laws and Regulations.........................................................14
         5.17     Material Contract Defaults...................................................................14
         5.18     Absence of Certain Changes or Events.........................................................14
         5.19     Books and Records............................................................................15

ARTICLE 6         COVENANTS OF FBO AIR PRIOR TO EFFECTIVE TIME OF MERGER.......................................15
         6.01     Consents of the FBO Air Shareholders.........................................................15
         6.02     State Statutes...............................................................................15
         6.03     Access . 15
         6.04     Representations..............................................................................15
         6.05     Preservation of Business.....................................................................15
         6.06     Approvals....................................................................................16
         6.07     Notice of Breach.............................................................................16
         6.08     Negotiations with Third Parties..............................................................16

ARTICLE 7         COVENANTS OF Shadows Bend PRIOR TO EFFECTIVE TIME............................................16
         7.01     Stockholders' Meeting........................................................................16
         7.02     State Statutes...............................................................................16
         7.03     Access . 16
         7.04     Representations..............................................................................17
         7.05     Preservation of Business.....................................................................17
         7.06     Approvals....................................................................................17
         7.07     Notice of Breach.............................................................................17
         7.08     Negotiations with Third Parties..............................................................17

ARTICLE 8         CONDITIONS TO OBLIGATIONS OF Shadows Bend AND FBO AIR........................................17
         8.01     Stockholder and Shareholder Approval.........................................................17

ARTICLE 9         FURTHER CONDITIONS TO OBLIGATIONS OF Shadows Bend............................................17
         9.01     Representation Letter........................................................................17
         9.02     Litigation...................................................................................18
ARTICLE 10        FURTHER CONDITIONS TO OBLIGATIONS OF FBO AIR.................................................18
         10.01    Representation Letter........................................................................18
         10.02    Litigation...................................................................................18
         10.03    Private Transaction..........................................................................18

ARTICLE 11        NO PUBLIC DISCLOSURE.........................................................................18
         11.01    No Public Disclossure........................................................................18

ARTICLE 12        CONFIDENTIAL INFORMATION.....................................................................19
         12.01    Confidential Information.....................................................................19

ARTICLE 13        TERMINATION: ABANDONMENT OF ACQUISITION......................................................19
         13.01    Termination..................................................................................19
         13.02    Liability....................................................................................20

ARTICLE 14        MISCELLANEOUS................................................................................20
         14.01    Survival of Representations, Warranties and Agreements.......................................20
         14.02    Further Assurances...........................................................................20
         14.03    Notices  ....................................................................................20
         14.04    Waivers   ...................................................................................20
         14.05    Amendments...................................................................................21
         14.06    Governing Law................................................................................21
         14.07    Expenses  ...................................................................................21
         14.08    Parties   ...................................................................................21
         14.09    Complete Agreement -- Severability...........................................................21
         14.10    Construction.................................................................................21
         14.11    Counterparts.................................................................................21
         14.12    Facsimile Execution..........................................................................22
Schedules

          Schedule  Content
          4.06      Litigation Against Shadows Bend
          4.12      List of Shadows Bend Directors and Officers
          4.20      Exceptions to Absence of Certain Changes or Events Relating
                    to Shadows Bend
          5.10      Liabilities of FBO Air
          5.11      Exceptions to Title and List of Assets of FBO Air
          5.12      List of FBO Air Directors and Officers
          5.18      Exceptions to Absence of Certain Changes or Events Relating
                    to FBO Air
AGREEMENT AND PLAN OF MERGER

     THIS  AGREEMENT AND PLAN OF MERGER dated as of this 26th day of July,  2004
(this  "Agreement")  is  by  and  between  Shadows  Bend  Development,  Inc.,  a
publicly-held Nevada corporation ("Shadows Bend"), and FBO Air, Inc., an Arizona
corporation  ("FBO  Air"),  referred  to herein  sometimes  collectively  as the
"Parties" and individually a "Party."

                              W I T N E S S E T H:

     WHEREAS,  the Boards of Directors of Shadows Bend and FBO Air deem that the
merger of FBO Air with and into Shadows Bend on the terms herein set forth to be
desirable  and in  the  best  interests  of  their  respective  stockholders  or
shareholders  and,  subject to  approval  by their  respective  stockholders  or
shareholders,   desire  to  adopt  this   Agreement  to  result  in  a  tax-free
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended;

     WHEREAS,  the Boards of Directors of Shadows Bend and FBO Air have approved
this Agreement and have directed that this Agreement and the merger contemplated
hereby  (the  "Merger")  be  submitted  to  their  respective   stockholders  or
shareholders for adoption; and

     WHEREAS,  Shadows Bend and FBO Air desire to make certain  representations,
warranties, covenants and agreements in connection with this Agreement;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
representations,  warranties,  covenants  and  agreements  contained  herein and
intended to be legally bound, Shadows Bend and FBO Air hereby agree that FBO Air
shall be  merged  with and into  Shadows  Bend,  and that the  plan,  terms  and
conditions of the Merger shall be as follows:

                                    ARTICLE 1
                                   Definitions

1.1  Certain  Definitions.   The  following  terms  shall,  when  used  in  this
     Agreement, have the following meanings:

     "ABCA" shall mean the Arizona Business Corporation Act.

     "Affiliate"  shall mean,  with respect to any Person,  any other Person who
controls,  is controlled by, or is under common control with,  such Person.  For
the purposes of this definition,  "Control" (including its correlative meanings,
"controlling,"  "controlled  by" and "under common control with") shall mean the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  and  policies  of a Person,  whether  through the
ownership of voting securities or partnership or other interests, by contract or
otherwise.

     "Business Day" means any day other than Saturday,  Sunday or a day on which
banking  institutions in Scottsdale,  Arizona,  are required or authorized to be
closed.

     "Code" means the United States Internal Revenue Code of 1986, as amended.

     "Commission" means the Securities and Exchange Commission or any Regulatory
Authority that succeeds to its functions.

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations thereunder.
"Liability"  means any debt,  liability  or  obligation  (whether  known or
unknown, whether asserted or unasserted, whether absolute or contingent, whether
accrued or unaccrued, whether liquidated or unliquidated,  and whether due or to
become due).

     "Merger  Shares" means the shares of Shadows Bend Common Stock  deliverable
by Shadows  Bend in  exchange  for shares of FBO Air Common  Stock  pursuant  to
Section 2.09 hereof.

     "NRS"  shall  mean  the  Nevada  Revised   Statutes,   including,   without
limitation, Chapters 78 (General Corporation Law) and 92A (Mergers and Exchanges
of Interest).

     "Person"  means  any  natural  person,  corporation,   partnership,  trust,
unincorporated organization,  association, limited liability company, Regulatory
Authority or other entity.

     "Regulatory  Authority" shall mean any governmental  authority,  including,
without limitation, any federal, state, local, regional,  municipal,  regulatory
or foreign department, commission, agency, board, instrumentality,  court, body,
authority or other  instrumentality  or political unit or subdivision or offical
thereof, whether domestic or foreign.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations thereunder.

     "Shareholder" means holder(s) of stock in FBO Air.

     "Stockholder" means holder(s) of stock in Shadows Bend.

     "Subsidiary"  of a  specified  Person  means (a) any  Person if  securities
having  ordinary voting power (at the time in question and without regard to the
happening of any  contingency)  to elect a majority of the directors,  trustees,
managers or other  governing  body of such Person are held or  controlled by the
specified  Person or a Subsidiary  of the  specified  Person;  (b) any Person in
which the  specified  Person  and its  Subsidiaries  collectively  hold a 50% or
greater equity  interest;  (c) any partnership or similar  organization in which
the specified Person or subsidiary of the specified Person is a general partner;
or (d) any Person the  management of which is directly or indirectly  controlled
by the  specified  Person and its  Subsidiaries  through the  exercise of voting
power, by contract or otherwise.

                                   ARTICLE II
              Plan of Merger of FBO Air with and into Shadows Bend

2.01 The Merger.

     (a) Merger. Upon the terms and subject to the conditions of this Agreement,
at the Effective Time (as such term is hereinafter  defined in subsection (b) of
this Section 2.01) and in accordance with the applicable terms of state law, FBO
Air will be merged with and into Shadows Bend,  whereupon the separate existence
of FBO Air shall cease and Shadows Bend shall be the  surviving  corporation  in
the Merger.

     (b) Effective Time. At the Closing (as such term is hereinafter  defined in
Section 3.01  hereof),  the Parties shall cause  appropriate  articles of merger
with respect to the Merger to be executed and filed with the  Secretary of State
of the State of Nevada and the  Corporation  Commission of the State of Arizona,
each in accordance with applicable  state law. In connection  therewith  Shadows
Bend shall change its name to FBO Air,  Inc.  The Merger shall become  effective
immediately  following the time when the articles of merger between Shadows Bend
and FBO Air have been duly filed with and accepted by the  Secretary of State of
the State of Nevada,  or such later time as may be specified in such articles of
merger (the "Effective Time").

2.02  Adoption  of  Plan;   Requirements   for  Approval  of  Shareholders   and
Stockholders  of Both FBO Air and Shadows  Bend.  The Merger  described  in this
Agreement will require the approval of Shadows Bend's Stockholders and FBO Air's
Shareholders  under the NRS and the ABCA,  respectively.  The Parties  intend to
accomplish  such approval by securing the consents of holders of more than fifty
percent (50%) of their outstanding shares pursuant to the NRS and the ABCA.
2.03  Proposals  to  be  Approved  By  the  Shareholders  of  FBO  Air  and  the
Stockholders  of  Shadows  Bend.  Both  the  Shareholders  of FBO  Air  and  the
Stockholders  of Shadows Bend shall approve this Agreement and the  transactions
contemplated  hereunder and the  Stockholders  of Shadows Bend shall approve the
following  proposals:  (a)  approval  of (i) the  proposed  directors  to assume
positions on the Shadows Bend's Board of Directors at the Effective  Time,  (ii)
the change of name of Shadows Bend Development,  Inc. to FBO Air, Inc. and (iii)
effecting a 1:4 reverse  split so that the shares  outstanding  at the Effective
Time and owned by  Stockholders  of Shadows  Bend prior to  consummation  of the
Merger  shall be 1,504,014  and (b)  approval of an amendment to Shadows  Bend's
Articles of  Incorporation  to increase  the  authorized  shares to  100,000,000
shares of Shadows Bend Common Stock. The certificate of amendment  incorporating
the foregoing  amendment shall be filed with the Secretary of State of the State
of Nevada  just prior to filing the  articles  of merger as  provided in Section
2.01(b) hereof.

2.04  Establishment  of Record  Dates.  The  record  date for the  Shadows  Bend
Stockholders entitled to vote on approval of this Agreement and the transactions
contemplated  thereunder  shall be a date selected by the Shadows Bend directors
which is as soon after the date hereof as  permitted  by the NRS.  FBO Air shall
establish its own record date, if necessary, for its Shareholders to vote on and
approve the Merger in accordance with the ABCA.

2.05 Articles of Incorporation.  Subject to amending as provided in Section 2.03
hereof,  Shadows Bend's  Articles of  Incorporation,  in effect at the Effective
Time,  until they are  further  amended as provided  therein or by law,  will be
Shadows Bend's Articles of Incorporation.

2.06  Directors and  Officers.  At the Effective  Time,  FBO Air's  officers and
directors shall replace Shadows Bend's officers and directors. The new directors
shall hold such  positions  until the next  annual  meeting of  stockholders  of
Shadows Bend or until their successors are duly elected and qualify.

2.07 Bylaws. Shadows Bend's Bylaws shall remain in effect until they are amended
as provided therein or otherwise by law.

2.08 Conversion of Shares. By virtue of the Merger and without any action on the
part of the holders  thereof,  each share of the FBO Air Common Stock issued and
outstanding  immediately prior to the Effective Date,  including shares, if any,
held in FBO Air's treasury,  shall be converted into, and represent the right to
receive, 7,625 shares of the Shadows Bend Common Stock (i.e., the Merger Shares)
after giving effect to the reverse stock split to be authorized and  implemented
pursuant to Section 2.03  hereof.  The Merger  Shares  shall be validly  issued,
fully paid and non-assessable.

2.09     Exchange of Certificates for Shares; Fractional Shares.

     (a) Exchange of  Certificates.  On and after the Effective Time, the holder
of a  certificate  or  certificates  representing  FBO Air  Common  Stock,  upon
presentation  and surrender of such  certificate or certificates to Shadows Bend
or its transfer agent,  Interstate Transfer Company,  Inc., shall be entitled to
receive in exchange  therefor a certificate  or  certificates  representing  the
number of full  shares of Merger  Shares to which he, she or it is  entitled  as
provided in Article 2.08 hereof.  Until so presented and surrendered in exchange
for a certificate  representing  Merger Shares,  each  certificate  representing
issued and  outstanding  shares of FBO Air Common  Stock  relative to the Merger
shall, except as provided in the following sentence,  be deemed for all purposes
to evidence  ownership of the number of full shares of Merger  Shares into which
such shares of FBO Air Common Stock have been converted  pursuant to the Merger.
Until surrender of such  certificates in exchange for certificates  representing
Merger  Shares,  the holder thereof shall not be entitled to vote at any meeting
of Shadows Bend Stockholders.

     (b) Fractional  Shares.  No fractional  shares of Shadows Bend Common Stock
shall be issued in the Merger. All shares of the Merger Shares to which a holder
of FBO Air Common Stock shall be  aggregated  and if a  fractional  share of the
Merger Shares results even after such  aggregation,  such fractional share shall
be rounded up or down to the  nearest  whole  share of the  Shadows  Bend Common
Stock, in lieu of the fractional share.
2.10 Surrender of FBO Air Certificates.

     (a) Exchange Procedures. Promptly after the Effective Time, Shadows Bend or
its  appointed   designee  shall  mail  to  each  holder  of  a  certificate  or
certificates of FBO Air Common Stock ("FBO Air  Certificates")  whose shares are
converted  into  the  right  to  receive  the  Merger  Shares  (i) a  letter  of
transmittal  (which shall specify that delivery  shall be effected,  and risk of
loss and title to FBO Air  Certificates  shall pass to Shadows  Bend,  only upon
delivery of the FBO Air  Certificates to Shadows Bend and which shall be in such
form and have such other provisions as Shadows Bend may reasonably  specify) and
(ii) instructions for use in effecting the surrender of the FBO Air Certificates
in  exchange  for the Merger  Shares and any  dividends  or other  distributions
pursuant to Section 2.10(b)  hereof.  Upon surrender of FBO Air Certificates for
cancellation  to Shadows Bend,  together with such letter of  transmittal,  duly
completed and validly executed in accordance with the instructions  thereto, the
holders of such FBO Air  Certificates  shall be  entitled  to receive the Merger
Shares in exchange therefor and any dividends or distributions  payable pursuant
to  Section 2.10(b)  hereof,  and the FBO Air Certificates so surrendered  shall
forthwith be canceled.  Until so surrendered,  outstanding FBO Air  Certificates
will be deemed from and after the Effective  Time,  for all corporate  purposes,
subject to Section 2.09  hereof, to evidence the ownership of the number of full
shares of the Merger  Shares into which such shares of the FBO Air Common  Stock
shall have been so converted and any dividends or distributions payable pursuant
to  Section 2.10(b)  hereof.  Notwithstanding  the  foregoing,  if any  FBO  Air
certificate is lost, stolen,  destroyed or mutilated,  such holder shall provide
evidence  reasonably  satisfactory  to  Shadow  Bend  as to  such  loss,  theft,
destruction or mutilation and an affidavit in form and substance satisfactory to
Shadows  Bend,  and,  thereupon,  such  holder  shall be entitled to receive the
Merger Shares in exchange  therefor and any dividends or  distributions  payable
pursuant to  Section 2.10(b)  hereof,  and FBO Air  Certificates  so surrendered
shall forthwith be canceled.

     (b) Distributions With Respect to Unexchanged Shares. No dividends or other
distributions  declared or made after the date of this Agreement with respect to
Shadows  Bend Common Stock with a record date after the  Effective  Time will be
paid to the holders of any  unsurrendered  FBO Air Certificates  with respect to
the shares of Merger Shares  represented  thereby until the holders of record of
such FBO Air  Certificates  shall surrender such FBO Air Certificates or, in the
case of any FBO Air Certificate which is lost,  stolen,  destroyed or mutilated,
an affidavit in form and  substance  satisfactory  to Shadows  Bend.  Subject to
applicable law, following surrender of any such FBO Air Certificates or delivery
of such  affidavit,  Shadows Bend shall deliver to the record  holders  thereof,
without  interest,  the Merger  Shares and the amount of any such  dividends  or
other  distributions  with a record date after the  Effective  Time payable with
respect to such whole shares of FBO Air Common Stock.

     (c) Transfers of Ownership. If certificates for shares of Merger Shares are
to be  issued  in a name  other  than  that in  which  the FBO Air  Certificates
surrendered in exchange  therefor are registered,  it will be a condition of the
issuance  thereof that the FBO Air  Certificates so surrendered will be properly
endorsed  and  otherwise  in  proper  form for  transfer  and  that the  persons
requesting such exchange will have paid to Shadows Bend or any agent  designated
by it any  transfer  or other  taxes  required  by  reason  of the  issuance  of
certificates  for  shares of Merger  Shares in any name  other  than that of the
registered  holder  of the  FBO  Air  Certificates  surrendered,  or  will  have
established to the  satisfaction  of Shadows Bend or any agent  designated by it
that such tax has been paid or is not payable.

     (d) Required  Withholding.  In connection with any payment to any holder or
former holder of the FBO Air Common Stock,  each of FBO Air and the Shadows Bend
shall be  entitled  to deduct and  withhold  from any  consideration  payable or
otherwise  deliverable pursuant to this Agreement to any holder or former holder
of the FBO Air Common  Stock such  amounts as may be  required to be deducted or
withheld  therefrom  under the Code or under any  provision  of state,  local or
foreign tax law or under any other  applicable  laws. To the extent such amounts
are so deducted or  withheld,  such  amounts  shall be treated for all  purposes
under this  Agreement  as having  been paid to the  person to whom such  amounts
would otherwise have been paid.

     (e) No Liability.  Notwithstanding anything to the contrary in this Section
2.10,  neither FBO Air, Shadows Bend nor any Party hereto shall be liable to any
Person  for any  amount  properly  paid to a  public  official  pursuant  to any
applicable  abandoned  property,   escheat  or  similar  law.  If  any  FBO  Air
Certificate shall not have been
surrendered  prior to the  date  immediately  prior  to the  date on which  such
property  would  otherwise  escheat to or become the property of any  Regulatory
Authority,  any such property,  to the extent permitted by applicable law, shall
become the property of Shadows Bend, free and clear of all claims or interest of
any Person previously entitled thereto.

     (f)  Termination.  Any  holders  of the FBO Air  Certificates  who have not
complied  with this  Article 2 shall look only to Shadows  Bend for, and Shadows
Bend shall remain  liable for,  payment of their claim for Merger Shares and any
dividends or  distributions  with respect to Shadows Bend Common Stock,  without
interest thereon.

2.11 Stock Transfer  Books.  At the Effective  Time, the stock transfer books of
FBO Air shall be closed, and there shall be no further registration of transfers
of shares of FBO Air Common Stock thereafter on the records of FBO Air.

2.12 Dissenting Shares.

     (a)  FBO  Air.  Shares  of FBO  Air  Common  Stock  which  are  issued  and
outstanding  immediately  prior  to the  Effective  Time and  which  are held by
persons who have  properly  exercised,  and not  withdrawn or waived,  appraisal
rights  with  respect  thereto  in  accordance  with the ABCA  (the  "Dissenting
Shares"), will not be converted into the right to receive the Merger Shares, and
holders  of such  shares  of FBO Air  Common  Stock  will be  entitled,  in lieu
thereof,  to receive  payment of the  appraised  value of such shares of FBO Air
Common Stock in accordance with the provisions of the ABCA unless and until such
holders  fail to  perfect  or  effectively  withdraw  or lose  their  rights  to
appraisal and payment under the ABCA.  If, after the  Effective  Time,  any such
holder  fails to perfect or  effectively  withdraws  or loses such  right,  such
shares of FBO Air  Common  Stock will  thereupon  be treated as if they had been
converted  at the  Effective  Time into the right to receive the Merger  Shares,
without any interest  thereon.  FBO Air will give Shadows Bend prompt  notice of
any demands received by FBO Air for appraisal of shares of FBO Air Common Stock.
Prior to the  Effective  Time,  FBO Air will not,  except with the prior written
consent of Shadows Bend, make any payment with respect to, or settle or offer to
settle, any such demands.

     (b) Shadows Bend. To the extent  applicable under the NRS, if the Merger is
approved by Shadows  Bend  Stockholders,  Shadows Bend shall comply with Section
92.A.300 to 92A.500 of the NRS with respect to dissenters' rights.

2.13 Restriction on Transfer. The Merger Shares may not be sold, transferred, or
otherwise disposed of without  registration under the Securities Act or pursuant
to an exemption therefrom. In the absence of an effective registration statement
covering the Merger Shares or any available  exemption from  registration  under
the Securities  Act, the Merger Shares must be held  indefinitely.  Shareholders
are  aware  that  the  Merger  Shares  may not be  sold  pursuant  to  Rule  144
promulgated  under the  Securities Act unless all of the conditions of that Rule
are met.  Among the conditions  for use of Rule 144 may be the  availability  of
current  information to the public about Shadows Bend, which  information is not
currently available.

2.14 Restrictive  Legend. All certificates  representing the Merger Shares shall
contain the following legend:

        "THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  MAY  NOT BE  SOLD,
        TRANSFERRED,  OR OTHERWISE  DISPOSED OF WITHOUT  REGISTRATION  UNDER THE
        SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR  PURSUANT  TO AN  EXEMPTION
        THEREFROM."

                                    ARTICLE 3
                             Closing; Effective Time

3.01 Closing.  The Closing of the Merger shall take place at FBO Air's corporate
offices (or such other
place  as  the  Parties  may  determine)  at  such  date  and  time,  after  the
satisfaction  or waiver of the last of the conditions set forth in Articles 8, 9
and 10 hereof to be  satisfied  or waived,  as the  Parties may  determine.  The
Closing of such transactions is herein called the "Closing" and the date of that
Closing is referred to herein as the  "Closing  Date." The Closing is subject to
the conditions set forth herein.

3.02  Conditions to the Obligations of Shadows Bend and FBO Air. The obligations
of Shadows Bend and FBO Air to effect the transactions  contemplated  hereby are
further subject to the following conditions and those set forth in Articles 8, 9
and 10:

     (a) The Boards of  Directors of each of Shadows Bend and FBO Air shall have
approved and authorized the transactions contemplated herein.

     (b) No action,  suit or  proceeding by or before any  Regulatory  Authority
shall have been commenced or threatened,  and no investigation by any Regulatory
Authority shall have been commenced or threatened,  seeking to restrain, prevent
or challenge the transactions  contemplated  hereby or seeking judgments against
FBO Air or Shadows Bend.

                                    ARTICLE 4
                 Representations and Warranties of Shadows Bend

4.01 Organization, Standing, Qualification, etc. Shadows Bend is a publicly held
Nevada  corporation duly organized,  validly existing and in good standing under
the laws of the State of  Nevada.  Shadows  Bend has at all times had  requisite
corporate power and is duly authorized, qualified, franchised and licensed under
all applicable laws, regulations, ordinances and orders of public authorities to
own its  properties  and assets and to carry on any  business it has  conducted.
Shadows  Bend is  currently  conducting  no  operations  pending the Merger.  To
Shadows Bend and its management's  best knowledge,  information and belief,  the
nature of Shadows  Bend's  business and the ownership of its  properties has not
required it to become  qualified as a foreign  corporation in any state in which
has not been so qualified.

4.02  Capitalization.  The authorized  capital stock of Shadows Bend consists of
50,000,000 shares of Common Stock, $ .001 par value per share (the "Shadows Bend
Common Stock"),  of which 6,016,054 shares are currently issued and outstanding.
All of the issued and outstanding  shares of the Shadows Bend's Common Stock are
duly and validly issued,  fully paid, and non-assessable.  No dividends or other
distribution  of the assets of Shadows Bend have been declared or paid in shares
of the Shadows Bend Common Stock.  There are no outstanding  warrants,  options,
preemptive  rights or rights to  subscribe  for or  purchase  any  shares of the
Shadows Bend Common Stock or any  outstanding  securities  that are  convertible
into the Shadows Bend Common Stock.  The Merger Shares to be issued  pursuant to
this  Agreement  have  been  duly  authorized  and,  when  issued to the FBO Air
Shareholders  in exchange for their shares of the FBO Air Common Stock,  will be
validly issued, fully paid and non-assessable.

4.03 Articles of  Incorporation,  Bylaws and Minutes.  Copies of Shadows  Bend's
Articles of Incorporation  and the Bylaws,  as currently in effect,  and minutes
have  heretofore been delivered to FBO Air and such copies are true and complete
and have not been amended.

4.04 Financial  Statements.  Shadows Bend's audited financial statements for the
fiscal  years  ended  December  31,  2003 and 2002 and its  unaudited  financial
statements  for the  quarters  ended  March  31,  and June 30,  2004  (hereafter
referred to as the "Shadows Bend Financial Statements") will be delivered to FBO
air as soon after the date hereof as is  reasonably  possible.  The Shadows Bend
Financial  Statements  will have been  prepared  in  accordance  with  generally
accepted  accounting  principles  consistently  applied  throughout  the periods
involved,  except to the extent  that the  unaudited  financial  statements  are
subject  to  year-end  adjustments  and  may  not  include  footnotes  or may be
condensed or summary  statements in accordance with the accounting  rules of the
Commission.  As of the date of any balance  sheets  included in the Shadows Bend
Financial Statements,  except as and to the extent reflected or reserved against
therein,  Shadows Bend did not have any  Liabilities  (absolute  or  contingent)
which should be reflected in a balance  sheet or the notes  thereto  prepared in
accordance with generally accepted accounting
principles,  and  all  assets  reflected  therein  are,  to the  Shadows  Bend's
management's  best  knowledge,  information  and belief,  properly  reported and
present  fairly  the  value of the  Shadows  Bend's  assets in  accordance  with
generally accepted accounting principles. To the best knowledge, information and
belief of Shadows Bend's  management,  any statements of operations  included in
the Shadows Bend Financial  Statements  present fairly the results of operations
of Shadows Bend for the periods  indicated.  To the best knowledge,  information
and  belief  of  Shadows  Bend's  management,   any  statements  of  changes  in
stockholders'  equity and cash flows  included  in the  Shadows  Bend  Financial
Statements  present fairly the information  that should be presented  therein in
accordance with generally accepted accounting  principles.  Shadows Bend's books
and records relating to financial  matters are in all material respects complete
and  correct and have been  maintained  in  accordance  with good  business  and
accounting practices.

4.05  Authorization.  Shadows  Bend's  Board  of  Directors  has  approved  this
Agreement and the Merger  contemplated  hereby, has authorized the execution and
delivery of this Agreement,  and has authorized the submission of this Agreement
and the transactions  contemplated  hereby to the Shadows Bend  Stockholders for
their  consideration  with the  recommendation  that the  proposals be approved.
Notwithstanding  the  foregoing,  Shadows  Bend's  management  believes  that  a
majority of its Stockholders will in fact consent to the Merger without the need
to solicit such approval. Shadows Bend has full power, authority and legal right
to enter into this Agreement and this Agreement  constitutes a legal,  valid and
binding obligation of Shadows Bend, enforceable in accordance with its terms.

4.06  Litigation.  Except as  disclosed  in Schedule  4.06  hereto,  there is no
action,  suit,  proceeding or investigation  pending, at law or in equity, or to
the knowledge of Shadows  Bend's  management,  threatened,  against or affecting
Shadows Bend before or in any court,  either state or federal,  public board, or
body which calls into  question  the  creation,  organization  or  existence  of
Shadows Bend, the validity of this Agreement or the authority of Shadows Bend to
execute,  deliver and carry out the terms of this  Agreement or which  judgment,
order or finding can reasonably be expected to have a material adverse effect on
the condition  (financial  or  otherwise)  of Shadows Bend.  Shadows Bend has no
knowledge of any default on its part with respect to any judgment,  order, writ,
injunction, decree, award, rule or regulation of any Regulatory Authority.

4.07  Subsidiaries.  Shadows  Bend does not own,  directly  or  indirectly,  any
interest or investment, whether in equity or debt, in any Person.

4.08 Compliance with Law and Other Instruments. Shadows Bend is not in violation
or default of any term of its  Articles of  Incorporation  or Bylaws,  or of any
agreement,  contract,  commitment,  instrument,  indenture,  judgment, decree or
order,  applicable  to it and,  to the best of  management's  knowledge,  it has
timely filed all reports and any other documents required by it to be filed with
any governmental  agency,  except that certain periodic reports to be filed with
the Commission shall be filed prior to the Closing. The execution,  delivery and
performance of this Agreement and the taking of action  contemplated hereby will
not result in any  violation of or be in conflict  with or  constitute a default
under (A) the Articles of  Incorporation  or Bylaws of Shadows  Bend, or (B) any
material agreement or instrument to which Shadows Bend is a party or by which it
is bound, or (C) any material judgment, decree or order to which Shadows Bend is
subject,  or result in the creation of any material lien,  charge or encumbrance
on any of the properties or other assets of Shadows Bend.

4.09 Contracts and Commitments.  Shadows Bend's contractual obligations, if any,
are as follows:  (A) There are no material  contracts,  agreements,  franchises,
license  agreements or other  commitments to which Shadows Bend is a party or by
which it or any of its properties are bound;  (B) Shadows Bend is not a party to
any  contract,  agreement,  other  commitment  or  instrument  or subject to any
charter or other corporate restriction or any judgment,  order, wit, injunction,
decree or award which materially and adversely affects, or in the future may (as
far as Shadows Bend can now  foresee),  materially  and  adversely  affect,  the
business,  operations,  properties,  assets or  condition of Shadows  Bend;  (C)
Shadows Bend is not a party to any material oral or written (i) contract for the
employment  of any officer or employee  which is not  terminable  on thirty (30)
days' (or less) notice, (ii) profit sharing, bonus, deferred compensation, stock
option,  severance pay,  pension or retirement  plan,  agreement or arrangement,
(iii) agreement,  contract or indenture relating to the borrowing of money, (iv)
guaranty of any  obligation,  other than one on which  Shadows Bend is a primary
obligor,  for the borrowing of money or otherwise,  excluding  endorsements made
for collection and other  guaranties of obligations,  which, in the aggregate do
not exceed $1,000,  (v)  consulting or other similar  contract with an unexpired
term of more than one (1) year or providing  for payments in excess of $1,000 in
the aggregate,  (vi) collective bargaining  agreement,  (vii) agreement with any
present  or former  officer or  director  of Shadows  Bend,  or (viii)  consent,
agreement or other  commitment  involving  payments by it of more than $1,000 in
the aggregate.

4.10  Liabilities.  Except as  disclosed  or provided  for in the  Shadows  Bend
Financial  Statements,  Shadows Bend, to the best of its management's  knowledge
after due inquiry will have, at the Closing, no Liability of any nature, whether
accrued, absolute,  contingent or otherwise, whether due or to become due to any
person or entity, including any of its officers, directors, or Stockholders.

4.11 Title to Properties and Related Matters. There are no contracts,  judgments
or claims  which would  limit the  ability of Shadows  Bend to hold title to any
properties  necessary for it to do the business  contemplated by this Agreement,
or which would subject any such properties to any  impairment,  lien or claim of
any type or sort.

4.12  Directors  and Officers.  The directors and principal  officers of Shadows
Bend, as of the date hereof, are those persons listed on Schedule 4.12 hereto.

4.13 Tax Returns.  As deemed  required by Shadows Bend's auditors and within the
times and in the manner  prescribed by law,  Shadows Bend has filed all federal,
state and local tax returns required by law and has paid all taxes,  assessments
and penalties due and payable.

4.14 Brokers and  Finders.  Neither  Shadows  Bend nor any officer,  director or
Stockholder of Shadows Bend has employed any broker, finder, consultant or agent
or has agreed to pay or has otherwise  incurred any brokerage fee, finder's fee,
consulting fee or commission  with respect to the  transactions  contemplated by
this  Agreement.  Shadows  Bend  agrees  to  indemnify  and hold FBO Air and its
officers,  directors and Shareholders harmless from and against any fee, less or
expense arising out of claims by brokers or finders  employed or alleged to have
been employed by Shadows Bend or any officer, director or Stockholder thereof.

4.15 Prior Sales. Except as indicated in Schedule 4.20 hereto,  Shadows Bend has
not offered and sold any of its securities within the last twelve (12) months.

4.16  Stockholders  List.  A  copy  of  an  alphabetical  list  of  all  of  the
Stockholders of Shadows Bend and the number of shares of the Shadows Bend Common
Stock  owned by each will be  delivered  to FBO Air as soon after the  execution
hereof as is  reasonably  possible.  Such list also will  identify  which  stock
certificates have stop transfer orders and which have restrictive legends placed
upon them.

4.17 Transfer  Agent.  Shadows Bend's  transfer agent is and has been Interstate
Stock Transfer.

4.18  Compliance with Laws and  Regulations.  Shadows Bend has complied with all
applicable  statues and  regulations of any federal,  state or other  applicable
jurisdiction or agency thereof,  except to the extent that  noncompliance  would
not materially and adversely affect the business, operations, properties, assets
or condition of Shadows  Bend or except to the extent that  noncompliance  would
not result in the incurrence of any material Liability.

4.19 Material Contract Defaults.  Neither Shadows Bend nor any other party is in
default in any material  respect  under the terms of any  outstanding  contract,
agreement,  lease  or  other  commitment  which  is  material  to the  business,
operations,  properties or assets or the condition of Shadows Bend, and there is
no event of default or event which,  with notice of lapse of time or both, would
constitute a default in any material respect under any such contract, agreement,
lease or other commitment in respect of which it has not taken adequate steps to
prevent such a default from occurring.

4.20.  Absence of Certain Changes or Events.  Since December 31, 2003 and except
as set forth in or permitted by this  Agreement and Schedule 4.20 hereto,  there
has not been, with respect to Shadows Bend:
(a) Any  change  in the  business,  operations,  method  of  management  or
accounting,  or financial  condition or the manner of conducting the business of
Shadows  Bend other than changes in the  ordinary  course of  business,  none of
which  has had a  material  adverse  effect  on  such  business,  operations  or
financial condition, taken as a whole, or changes resulting from compliance with
this Agreement;

     (b) Any damage,  destruction  or loss (whether or not covered by insurance)
materially and adversely affecting the assets, business, operations or condition
of Shadows Bend;

     (c) Any  declaration,  setting  aside or payment of any  dividend  or other
distribution  in respect of the shares of the Shadows Bend Common Stock,  or any
direct or indirect  redemption,  purchase or other  acquisition of any shares of
the Shadows Bend Common Stock;

     (d) Any material  increase in the direct or indirect  compensation or other
benefits  payable or to become  payable by Shadows Bend to any of its  officers,
directors,  employees or agents over the respective  rates and amounts set forth
in the Shadows Bend Financial Statements;

     (e) Any sale,  lease,  abandonment or other  disposition by Shadows Bend of
any real  property  otherwise  than in the ordinary  course of business,  or any
sale, assignment,  transfer, license or other disposition by Shadows Bend of any
tangible or intangible asset;

     (f) Any grant of any option,  warrant or right to purchase,  or other right
to acquire shares of the Shadows Bend Common Stock granted to any person;

     (g) Any employment,  bonus or deferred compensation  agreement entered into
between  Shadows Bend and any of its directors,  officers or other  employees or
consultants;

     (h) Any  issuance of shares of the Shadows  Bend  Common  Stock  beyond the
shares then issued and outstanding;

     (i) Any  indebtedness  incurred by Shadows Bend for borrowed  money not now
repaid, or any commitment to borrow money entered into by Shadows Bend;

     (j) Any amendment of Shadows Bend's Articles of Incorporation or By-Laws;

     (k) Any material  Liability,  absolute or  contingent,  paid except current
Liabilities  reflected in or shown on the most recent  balance sheet included in
the Shadows Bend  Financial  Statements and current  Liabilities  incurred since
that  date in the  ordinary  course  of  business  or in  connection  with  this
transaction;

     (l) Any sale or transfer,  or any agreement,  arrangement or option for the
sale or transfer,  of any of its assets,  property or rights having an aggregate
value of $1,000 or more; or

     (m) Any other material transaction.

Notwithstanding  the  foregoing,  any or all of the foregoing  changes or events
shall be permitted upon the written consent of FBO Air by action of its Board of
Directors,  evidenced  by the delivery by FBO Air to Shadows Bend of a certified
copy of resolutions of such Board specifying the change or event consented to by
FBO Air.

4.21 Books and Records. From the date of this Agreement to the Closing,  Shadows
Bend will (a) give to FBO Air, or its  authorized  representatives,  full access
during normal business hours to all of its offices,  books,  records,  contracts
and other corporate  documents and properties so that FBO Air, or its authorized
representatives,  may inspect and audit them;  and (b) furnish such  information
concerning the properties and affairs of Shadows Bend
as FBO Air,  or its authorized representatives, may reasonably request.

                                    ARTICLE 5
                    Representations and Warranties of FBO Air

FBO Air hereby warrants and represents to Shadows Bend as follows:

5.01  Organization,   Standing,  Qualification,  etc.  FBO  Air  is  an  Arizona
corporation  authorized to engage in the acquisition and operation of fixed base
operations.  FBO Air is validly  existing and in good standing under the laws of
the State of Arizona and has all requisite  corporate  power necessary to engage
in the business in which it intends to engage. It is duly authorized, qualified,
franchised and licensed under all applicable laws,  regulations,  ordinances and
orders of public  authorities  to own its  properties and assets and to carry on
its business as it intends to conduct.  FBO Air is not  qualified to do business
in any state  because  FBO Air's lack of a  business  and the  ownership  of its
properties do not require it to become qualified as a foreign corporation.

5.02  Capitalization.  The authorized capital stock of FBO Air consists of 1,000
shares of Common Stock, $0.001 par value (the "FBO Air Common Stock"), and 1,000
shares of Preferred  Stock $0.001 par value,  of which 593 shares of the FBO Air
Common Stock and no shares of the  Preferred  Stock are issued and  outstanding.
All of the issued and outstanding shares are duly and validly issued, fully paid
and nonassessable.  If and when the contemplated purchase of assets from Victory
Aviation,   L.L.C.,  an  Indiana  limited  liability  company  ("Victory"),   is
consummated,  FBO Air will  become  obligated  to issue 60 shares of the FBO Air
Common  Stock to the sole  member  of  Victory  or its  designee  (the  "Victory
Member"). In addition, FBO has issued, or is obligated to issue, its convertible
notes due April 16, 2009 (the  "Convertible  Notes") in the aggregate  principal
amount  of  $400,000  to  investors  (the  "Investors")  pursuant  to which  the
Investors can initially  convert the Convertible Notes into the equivalent of an
aggregate of forty (40%) percent of the sum of (a) the outstanding shares of the
Shadows  Bend  Common  Stock as a result of the  Merger;  (b) the  shares of the
Shadows  Bend  Common  Stock to be  issued  either to the  Victory  Member or to
another  operator of an aviation fixed base operation in an amount not to exceed
eight (8%)  percent of the  outstanding  shares of the Shadows Bend Common Stock
(including  any shares that may be issued after the Merger  pursuant to a market
adjustment  formula);  (c) a reserve of up to ten (10%) percent of the shares of
the Shadows  Bend Common Stock  outstanding  after the Merger for the benefit of
the management of Shadows Bend post-Merger;  and (d) the number of shares of the
Shadows  Bend Common Stock to be issued  initially  upon the  conversion  of the
Convertible  Notes.  There  are no  other  outstanding  subscriptions,  options,
rights,  warrants,  convertible  securities,  or other agreements or commitments
obligating FBO Air to issue or to transfer from treasury any  additional  shares
of the FBO Air  Common  Stock of or  repurchase  any such  shares of the FBO Air
Common Stock.

5.03  Articles  of  Incorporation   and  Bylaws.   Copies  of  the  Articles  of
Incorporation and the Bylaws of FBO Air, as currently in effect, have heretofore
been  delivered  to Shadows  Bend and such copies are true and complete and have
not been amended.

5.04 Financial  Statements.  FBO Air was incorporated on January 2, 2004 and has
no operations or financial  statements  pending  consummation of the purchase of
assets from Victory.

5.05  Authorization.  FBO Air's Board of Directors has  authorized the execution
and delivery of this  Agreement by FBO Air, and has authorized the submission of
this  Agreement  and  the  transactions  contemplated  hereby  to  the  FBO  Air
Shareholders for their  consideration with the recommendation that the proposals
be  approved.  FBO Air has full power,  authority  and legal right to enter into
this Agreement and to consummate the transactions  contemplated  hereby and this
Agreement  constitutes  a  legal,  valid  and  binding  obligation  of  FBO  Air
enforceable in accordance with its terms.

5.06 Litigation.  There is no action, suit, proceeding or investigation pending,
at law or in equity, or to the
knowledge of FBO Air's  management,  threatened,  against or  affecting  FBO Air
before or in any court,  either state or federal,  public  board,  or body which
calls into  question  the  creation,  organization  or existence of FBO Air, the
validity of this  Agreement or the authority of FBO Air to execute,  deliver and
carry out the terms of this  Agreement or which  judgment,  order or finding can
reasonably  be  expected  to have a  material  adverse  effect on the  condition
(financial  or otherwise) of FBO Air. FBO Air has no knowledge of any default on
its part with respect to any judgment,  order, writ, injunction,  decree, award,
rule or regulation of any Regulatory Authority. 5.07 Subsidiaries.  FBO Air does
not own, directly or indirectly,  any interest or investment,  whether equity or
debt, in any Person.

5.08 Compliance with Law and Other  Instruments.  FBO Air is not in violation or
default  of any term of its  Articles  of  Incorporation  or  Bylaws,  or of any
agreement,  contract,  commitment,  instrument,  indenture,  judgment, decree or
order, applicable to it and has timely filed all reports and any other documents
required  by it to be  filed  with  any  Regulatory  Authority.  The  execution,
delivery and performance of this Agreement and the taking of action contemplated
hereby will not result in any  violation of or be in conflict with or constitute
a default under (a) the Articles of  Incorporation  or Bylaws of FBO Air, or (b)
any material  agreement or instrument to which FBO Air is a party or by which it
is  bound,  or (c) any  material  judgment,  decree or order to which FBO Air is
subject,  or result in the creation of any material lien,  charge or encumbrance
on any of FBO Air's properties.

5.09  Contracts  and  Commitments.  FBO  Air is  not a  party  to any  contract,
agreement,  other  commitment  or  instrument or subject to any charter or other
corporate restriction or any judgment, order, writ, injunction,  decree or award
which materially and adversely affects,  or in the future may (as far as FBO Air
can now foresee),  materially and adversely  affect,  the business,  operations,
properties, assets or condition of FBO Air.

5.10  Liabilities.  Except for the Convertible Notes or as set forth in Schedule
5.10 hereto,  FBO Air, to the best of its knowledge,  after due inquiry,  has no
Liability of any nature,  whether  accrued,  absolute,  contingent or otherwise,
whether  due or to become  due to any  person or  entity,  including  any of its
officers, directors, or shareholders, in excess of $1,000.

5.11 Title to Properties  and Related  Matters.  FBO Air has good and marketable
title to all of its  properties,  interests in properties  and assets,  real and
personal,  free  and  clear  of  all  mortgages,   liens,  pledges,  charges  or
encumbrances except: (a) statutory liens or claims not yet delinquent,  (b) such
imperfections  of title and easements as do not and will not materially  detract
from or  interfere  with the present or proposed use of the  properties  subject
thereto or affected  thereby,  or otherwise  materially  impair present business
operations of such properties;  or (c) as described in Schedule 5.11 hereto. FBO
Air's assets are listed on Schedule 5.11 hereto.

5.12 Directors and Officers.  FBO Air's directors and principal officers,  as of
the date hereof, are those persons listed on Schedule 5.12 hereto.

5.13 Tax Returns.  Because FBO Air was  incorporated  on January 2, 2004 and has
had no  operations,  it has had no  obligation  to file any tax return or to pay
taxes.

5.14  Brokers  and  Finders.  Neither  FBO  Air  nor any  officer,  director  or
Shareholder of FBO Air has employed any broker, finder or agent or has agreed to
pay or has otherwise incurred any brokerage fee, finder's fee or commission with
respect to the  transactions  contemplated by this Agreement.  FBO Air agrees to
indemnify  and hold Shadows Bend and its officers,  directors  and  Stockholders
harmless  from and  against  any fee,  loss or expense  arising out of claims by
brokers or finders  employed  or  alleged  to have been  employed  by FBO or any
officer, director or Shareholder thereof.

5.15  Shareholders  List.  A copy of the  Shareholder  List  of FBO Air  will be
delivered  to  Shadows  Bend as soon  after  the date  hereof  as is  reasonably
possible.

5.16  Compliance  with  Laws  and  Regulations.  FBO Air has  complied  with all
applicable  statutes and regulations of any federal,  state or other  applicable
jurisdiction or agency thereof, except to the extent that
noncompliance  would not  materially  and adversely  affect FBO Air's  business,
operations,  properties,  assets  or  condition  or except  to the  extent  that
noncompliance would not result in the incurrence of any material Liability.

5.17  Material  Contract  Defaults.  Neither  FBO Air nor any other  party is in
default in any material  respect  under the terms of any  outstanding  contract,
agreement,  lease  or  other  commitment  which  is  material  to the  business,
operations,  properties  or assets or the  condition  of FBO Air and there is no
event of default or event  which,  with  notice of lapse of time or both,  would
constitute a default in any material respect under any such contract, agreement,
lease or other commitment in respect of which it has not taken adequate steps to
prevent such a default from occurring.

5.18 Absence of Certain Changes or Events.  Since the date of its incorporation,
except in connection  with or as set forth in or permitted by this Agreement and
Schedule 5.18 hereto, there has not been, with respect to FBO Air:

     (a) Any  change  in the  business,  operations,  method  of  management  or
account,  or financial condition or the manner of conducting the business of FBO
Air other than changes in the ordinary course of business, none of which has had
a material adverse effect on such business,  operations or financial  condition,
taken as a whole;

     (b) Any damage,  destruction  or loss (whether or not covered by insurance)
materially and adversely affecting the assets, business, operations or condition
of FBO Air;

     (c) Any  declaration,  setting  aside or payment of any  dividend  or other
distribution  in respect of the FBO Air Common Stock,  or any direct or indirect
redemption,  purchase or other  acquisition  of any shares of the FBO Air Common
Stock by FBO Air;

     (d) Any material  increase in the direct or indirect  compensation or other
benefits  payable  or to  become  payable  by FBO  Air  to any of its  officers,
directors, employees or agents;

     (e) Any sale,  lease,  abandonment  or other  disposition by FBO Air of any
real property  otherwise than in the ordinary  course of business,  or any sale,
assignment, transfer, license or other disposition of FBO Air of any tangible or
intangible asset;

     (f) Any material obligation or liability,  absolute or contingent,  paid or
incurred except current liabilities in the ordinary course of business and costs
or  liabilities  incurred in  connection  with this  transaction,  the  proposed
acquisition  of Victory  and/or  another  aviation  fixed based  operator or the
Convertible Notes;

     (g) Any sale or transfer,  or any agreement  arrangement  or option for the
sale or transfer,  of any of its assets,  property or rights having an aggregate
value of $10,000 or more (other than in the ordinary course of business).

Notwithstanding  the  foregoing,  any or all of the foregoing  changes or events
shall be  permitted  upon the written  consent of Shadows  Bend by action of its
Board of  Directors,  evidenced  by the delivery by Shadows Bend to FBO Air of a
certified  copy of  resolutions  of such  Board  specifying  the  change or even
consented to by Shadows Bend.

5.19 Books and Records.  From the date of this Agreement to the Closing, FBO Air
will (a) give to Shadows Bend full access during normal business hours to all of
its  offices,  books,  records,  contracts  and other  corporate  documents  and
properties so that Shadows Bend may inspect and audit them; and (b) furnish such
information concerning the properties and affairs of FBO Air as Shadows Bend may
reasonably request.

                                    ARTICLE 6
                  Covenants of FBO Air Prior to Effective Time

Between the date hereof and the Acquisition:
6.01 Consents of FBO Air Shareholders.  Promptly after the date hereof,  FBO Air
will take all action necessary in accordance with its Articles of Incorporation,
By-laws and the ABCA to solicit  consents from the Shareholders for the adoption
and approval of this Agreement and approval of the Merger.  FBO Air will use its
reasonable  efforts to solicit  from its  Shareholders  consents in favor of the
adoption and approval of this  Agreement and the approval of the Merger and will
take all other  action  necessary  or  advisable  to secure  the  consent of its
Shareholders required by the ABCA to obtain such approvals.

6.02 State  Statutes.  FBO Air and its Board of  Directors  shall,  if any state
takeover  statute or similar law is or becomes  applicable  to the Merger,  this
Agreement or any of the  transactions  contemplated by this  Agreement,  use all
reasonable  efforts  to  ensure  that  the  Merger  and the  other  transactions
contemplated  by this Agreement may be consummated as promptly as practicable on
the terms contemplated by this Agreement and otherwise to minimize the effect of
such statute or regulation on the Merger,  this  Agreement and the  transactions
contemplated hereby.

6.03   Access.   FBO  Air  will  allow  the   officers   and  other   authorized
representatives  of Shadows Bend access to FBO Air's office,  properties,  books
and records and will furnish  Shadows Bend with such  additional  financial  and
operating  data and other  information  as to the business and properties of FBO
Air as may be necessary  for Shadows Bend to evaluate  thoroughly,  prior to the
Merger, the business,  assets, operations and financial condition of FBO Air, as
Shadows Bend may from time to time reasonably  request.  If, for any reason, the
Merger contemplated by this Agreement is not consummated,  Shadows Bend will use
its best efforts to cause all confidential  information  obtained by it from FBO
Air to be  treated  as such,  will  also use its  best  efforts  not to use such
information  in a manner  detrimental  to FBO Air and will promptly  return,  if
requested, to FBO Air all documents,  papers, books, records and other materials
(and  all  copies  thereof)   obtained  from  FBO  Air  in  the  course  of  its
investigation and evaluation of FBO Air.

6.04 Representations. FBO Air will take all action necessary to render accurate,
as of the Closing,  FBO Air's  representations and warranties  contained herein,
and it  will  refrain  from  taking  any  action  that  would  render  any  such
representation or warranty inaccurate as of such time. FBO Air will use its best
efforts to perform or cause to be  satisfied  each  covenant or  condition to be
performed or satisfied by it.  Notwithstanding  anything in the foregoing to the
contrary,  the  representations and warranties shall, to the extent necessary or
appropriate,  be amended to reflect  the  proposed  acquisition  of the  assets,
rights and property of Victory and/or  another  aviation fixed based operator if
the transaction is, or the transactions  are,  consummated  prior to the Closing
Date.

6.05  Preservation  of  Business.  FBO Air will not  carry any  business  except
seeking potential acquisitions of aviation fixed base operators at strategically
located  airports  across the United  States and that are  necessary  to prepare
itself to close this Agreement between the date hereof and the Closing Date.

6.06  Approvals.  FBO Air will use its best  efforts to obtain all  licenses  or
other  approvals  required from any  appropriate  Regulatory  Authority or other
Person in connection with the carrying out of the  transactions  contemplated by
this Agreement.

6.07 Notice of Breach.  FBO Air will  immediately give notice to Shadows Bend of
the occurrence of any event or the failure of any event to occur that results in
a breach of any of FBO Air's representations  or  warranties or a failure by FBO
Air to comply with any covenant, condition or agreement contained herein.

6.08  Negotiations  with  Third  Parties.  FBO Air will not,  without  the prior
approval of Shadows Bend, initiate or encourage discussions or negotiations with
third  parties  relating  to or  otherwise  approve (or  approve  without  prior
discussions with Shadows Bend any unsolicited offer regarding) any sale or other
disposition of any substantial part of FBO Air's assets or stock.

                                    ARTICLE 7
              Covenants of Shadows Bend Prior to the Effective Time
Between the date hereof and the Merger:

7.01 Stockholders' Approval.  Shadows Bend's Board of Directors will submit this
Agreement  to its  Stockholders  for their  approval  and will  take all  action
necessary in accordance with its Articles of Incorporation,  By-Laws and the NRS
to obtain the requisite  Stockholders'  consents required under the NRS. Shadows
Bend will use its reasonable  efforts to solicit from its Stockholders  consents
in favor of the adoption and approval of this  Agreement and the approval of the
Merger  and will take all other  action  necessary  or  advisable  to secure the
consents of its Stockholders required by the NRS to obtain such approvals.

7.02 State Statutes. Shadows Bend and its Board of Directors shall, if any state
takeover  statute or similar law is or becomes  applicable  to the Merger,  this
Agreement or any of the  transactions  contemplated by this  Agreement,  use all
reasonable  efforts  to  ensure  that  the  Merger  and the  other  transactions
contemplated  by this Agreement may be consummated as promptly as practicable on
the terms contemplated by this Agreement and otherwise to minimize the effect of
such statute or regulation on the Merger,  this  Agreement and the  transactions
contemplated hereby.

7.03  Access.  Shadows  Bend  will  allow  the  officers  and  other  authorized
representatives of FBO Air access to the office,  properties,  books and records
of Shadows  Bend and will  furnish FBO Air with such  additional  financial  and
operating  data and other  information  as to the  business  and  properties  of
Shadows Bend as may be necessary  for FBO Air to evaluate  thoroughly,  prior to
the Merger, the business,  assets, operations and financial condition of Shadows
Bend, as FBO Air may from time to time reasonably  request.  If, for any reason,
the Merger  contemplated by this Agreement is not consummated,  FBO Air will use
its best  efforts  to cause all  confidential  information  obtained  by it from
Shadows  Bend to be treated as such,  will also use its best  efforts not to use
such  information  in a manner  detrimental  to Shadows  Bend and will  promptly
return, if requested, to Shadows Bend all documents,  papers, books, records and
other  materials  (and all copies  thereof)  obtained  from  Shadows Bend in the
course of its investigation and evaluation of Shadows Bend.

7.04  Representations.  Shadows  Bend will take all action  necessary  to render
accurate,  as of the Closing,  Shadows  Bend's  representations  and  warranties
contained  herein,  and it will refrain from taking any action that would render
any such  representation  or warranty  inaccurate as of such time.  Shadows Bend
will use its best efforts to perform or cause to be satisfied  each  covenant or
condition to be performed or satisfied by it.

7.05  Preservation  of Business.  Shadows Bend will not initiate or carry on any
business except that necessary to prepare itself to close this Agreement between
the date hereof and the Closing.

7.06 Approvals. Shadows Bend will use its best efforts to obtain all licenses or
other approvals  required to be obtained by it from any  appropriate  Regulatory
Authority  or  other  Person  in  connection   with  the  carrying  out  of  the
transactions contemplated by this Agreement.

7.07 Notice of Breach.  Shadows Bend will  immediately give notice to FBO Air of
the occurrence of any event or the failure of any event to occur that results in
a breach of any  representation  or  warranty  by  Shadows  Bend or a failure by
Shadows  Bend to comply with any  covenant,  condition  or  agreement  contained
herein.

7.08 Negotiations  with Third Parties.  Shadows Bend will not, without FBO Air's
prior approval,  initiate or encourage  discussions or  negotiations  with third
parties relating to or otherwise  approve (or approve without prior  discussions
with FBO Air any unsolicited  offer regarding) any sale or other  disposition of
any substantial part of Shadows Bend's assets or stock.

                                    ARTICLE 8
              Conditions to Obligations of Shadows Bend and FBO Air
8.01 Stockholder and Shareholder  Approval.  The obligations of Shadows Bend and
FBO Air to effect the  Merger  hereunder  are,  at their  respective  elections,
subject to the satisfaction or waiver of the following  condition:  On or before
the Closing,  Shadows Bend's  Stockholders and FBO Air's Shareholders shall have
approved  this  Agreement.  Such  approval  may be effected  either by a noticed
meeting or approval by consent, as allowed by the NRS or the ABCA,  whichever is
applicable.

                                    ARTICLE 9
                Further Conditions to Obligations of Shadows Bend

The obligation of Shadows Bend to effect the Merger hereunder is, at its option,
subject to the satisfaction or waiver of the following further conditions:

9.01  Representation  Letter.  All of FBO Air's  representations  and warranties
contained in this  Agreement  shall be true as of the  Effective  Time as though
such representations and warranties were then made in exactly the same language,
and FBO Air shall have performed all obligations and complied with all covenants
required by this  Agreement to be performed or complied  with by it prior to the
Closing. At the Closing,  Shadows Bend shall have received a certificate,  dated
the  Closing,  executed by the  President  and/or by the  Secretary  of FBO Air,
certifying  in such  detail as  Shadows  Bend may  reasonably  request as to the
accuracy of such  representations  and  warranties  and the  fulfillment of such
obligations and compliance with such covenants as of the Closing.

9.02  Litigation.  No  action  shall  have  been  instituted  by any  Regulatory
Authority or other Person  challenging  the legality of the Merger or seeking to
prevent or delay consummation of the transactions contemplated by this Agreement
that shall have resulted,  or may result, in preliminary or permanent injunctive
relief prohibiting consummation of the Merger.

                                   ARTICLE 10
                  Further Conditions to Obligations of FBO Air

The  obligation  of FBO Air to effect the Merger  hereunder  is, at its  option,
subject to the satisfaction or waiver of the following further conditions:

10.01  Representation  Letter.  All of the  representations  and  warranties  of
Shadows Bend contained in this Agreement  shall be true as of the Effective Date
as though such representations and warranties were then made in exactly the same
language,  and Shadows Bend shall have  performed all  obligations  and complied
with all covenants  required by this  Agreement to be performed or complied with
by it prior to the  Closing.  At the  Closing,  FBO Air shall  have  received  a
certificate,  dated  the  Closing,  executed  by  the  President  and/or  by the
Secretary or a Vice-President of Shadows Bend,  certifying as to the accuracy of
such  representations and warranties and the fulfillment of such obligations and
compliance with such covenants as of the Closing.

10.02  Litigation.  No action  shall  have  been  instituted  by any  Regulatory
Authority or other Person  challenging  the legality of the Merger or seeking to
prevent or delay consummation of the transactions contemplated by this Agreement
that shall have resulted,  or may result, in preliminary or permanent injunctive
relief prohibiting consummation of the Merger.

10.03 Private Transaction. The issuance of the Merger Shares to be issued to the
Shareholders  of FBO Air as provided  for herein  shall be exempt from state and
federal securities registration. In this regard, FBO Air agrees to cooperate and
assist  Shadows Bend in submitting  and receiving  back from each of the FBO Air
Shareholders  (a) a  representation  that he, she or it will acquire his, her or
its shares of the Merger Shares for investment and not with a view toward, or in
connection with, any distribution as such term is contemplated by the Securities
Act and (b) such other information  concerning FBO Air's  Shareholders and their
relationship  to it, its  principals  and each other as is deemed  necessary  to
establish that the issuance of the Merger Shares to the Shareholders of FBO Air,
as provided for in this  Agreement,  is a "transaction  not involving any public
offering"  under Section 4(2) of the Securities Act and the Blue Sky Laws of the
various states in which the FBO Air Shareholders reside.
ARTICLE 11
                              No Public Disclosure

11.01 No Public  Disclosure.  Without  the prior  written  consent of the other,
neither  Shadows  Bend nor FBO Air will,  and will each cause  their  respective
representatives not to, make any release to the press or other public disclosure
with  respect to either the fact that  discussions  or  negotiations  have taken
place concerning the transactions  contemplated by this Agreement, the existence
or  contents  of this  Agreement  or any prior  correspondence  relating to this
transactions  contemplated by this Agreement,  except for such public disclosure
as may be  necessary,  in the  written  opinion of outside  counsel  (reasonably
satisfactory  to the other Party) for the Party proposing to make the disclosure
not to be in violation of or default  under any  applicable  law,  regulation or
governmental  order. If either Party proposes to make any disclosure  based upon
such an  opinion,  that Party will  deliver a copy of such  opinion to the other
Party,  together with the text of the proposed disclosure,  as far in advance of
its  disclosure  as is  practicable,  and will in good  faith  consult  with and
consider the  suggestions of the other Party  concerning the nature and scope of
the information it proposes to disclose.

                                   ARTICLE 12
                            Confidential Information

12.01  Confidential  Information.  In connection  with the  negotiation  of this
Agreement and the consummation of the  transactions  contemplated  hereby,  each
Party hereto will have access to data and confidential  information  relating to
the other  Party.  Each Party hereto  shall treat such data and  information  as
confidential, preserve the confidentiality thereof and not duplicate or use such
data or  information,  except in connection with the  transactions  contemplated
hereby,  and in the event of the  termination  of this  Agreement for any reason
whatsoever,  each Party  hereto shall  return,  upon  request,  to the other all
documents,  work  papers  and other  material  (including  all  copies  thereof)
obtained in connection with the  transactions  contemplated  hereby and will use
reasonable efforts,  including  instructing its employees who have had access to
such  information,  to  keep  confidential  and  not to use  any  such  data  or
information;  provided,  however,  that such obligations  shall not apply to any
data and information (i) which at the time of disclosure, is available publicly,
(ii) which, after disclosure, becomes available publicly through no fault of the
receiving Party,  (iii) which the receiving Party knew or to which the receiving
Party had access prior to  disclosure  by the  disclosing  Party,  (iv) which is
required  by law,  regulation  or exchange  rule,  or in  connection  with legal
process,  to be  disclosed,  or (v)  which  is  disclosed.  Notwithstanding  the
foregoing,  the parties to this Agreement (and each employee,  representative or
other  agent  of the  parties)  may  disclose  to any and all  persons,  without
limitation  of any  kind,  the tax  treatment  and tax  structure  provided  for
therein, provided, however, that no party (nor any employee,  representative, or
other agent  thereof)  shall  disclose  any  informtion  to the extent that such
disclosure could result in a violation of any federal or state sectuities law or
regulation.

                                   ARTICLE 13
                     Termination: Abandonment of Acquisition

13.01  Termination.  This  Agreement may be terminated at any time before or, at
Closing, by:

     (a) The mutual agreement of the Parties;

     (b) Any Party by notice to the other Party if:
          (i) A  provision  of this  Agreement  applicable  to a Party  shall be
materially untrue or fail to be accomplished;
          (ii) Any  legal  proceeding  shall  have been  instituted  or shall be
imminently  threatening to delay,  restrain or prevent the  consummation of this
Agreement; or
          (iii) If by August 31, 2004, the conditions  precedents to the Closing
are not satisfied or waived.
13.02 Liability. In the event of termination of this Agreement,  and abandonment
of the Merger by either  Shadows Bend or FBO Air as provided in this  Agreement,
this  Agreement  shall  forthwith  become wholly void and of no effect and there
shall be no  liability  on the part of either  Shadows  Bend or FBO Air or their
respective officers, directors, Stockholders or Shareholders.

                                   ARTICLE 14
                                  Miscellaneous

14.01   Survival   of   Representations,    Warranties   and   Agreements.   All
representations  and  warranties  and  statements  made  by a  Party  to in this
Agreement or in any document or certificate  delivered pursuant hereto shall not
survive the Closing Date.

14.02 Further Assurances.  If, at any time after the Closing,  the parties shall
consider or be advised that any further deeds,  assignments or assurances in law
or that any other  things are  necessary,  desirable  or proper to complete  the
Merger in  accordance  with the terms of this  Agreement or to vest,  perfect or
confirm,  of record or  otherwise,  the title to any  property  or rights of the
parties hereto, the Parties agree that their proper officers and directors shall
execute and deliver all such proper deeds, assignments and assurances in law and
do all things necessary,  desirable or proper to vest,  perfect or confirm title
to such  property  or rights  and  otherwise  to carry out the  purpose  of this
Agreement,  and that the proper  officers and directors of the Parties are fully
authorized to take any and all such action.

14.03 Notices. All communications,  notices, requests, consents or demands given
or required under this Agreement shall be in writing and shall be deemed to have
been duly  given  when  delivered  to, or  received  by  prepaid  registered  or
certified mail or recognized  overnight courier addressed to, or upon receipt of
a facsimile sent to, the Party for whom intended,  as follows,  or to such other
address or  facsimile  number as may be furnished by such Party by notice in the
manner provided herein:

If to Shadows Bend:

200 Lafayette Streeet, Suit 750
Baton Rouge, LA  70801
Attention:  Mr. Michael Sciacchetano, President

If to FBO Air:

9087 East Charter Oak
Scottsdale, Arizona 85260
Attention: Mr. Ronald J. Ricciardi, President and
                                         Chief Executive Officer

or to such other  address  as any such  Party may notify the other  Party by not
less than three (3) Business Days' notice in the manner provided in this Section
14.03.

14.04 Waivers.  Each Party may, by written  instrument,  extend the time for the
performance  of any of the  obligations or other acts of the other Party hereto,
and (a) waive any  inaccuracies of such other Party in the  representations  and
warranties  contained  herein  or in any  document  delivered  pursuant  to this
Agreement,  (b) waive  compliance  with any of the covenants of such other Party
contained in this Agreement,  (c) waive such other Party's performance of any of
the  obligations  set out in this  Agreement  and (d) waive any condition to its
obligation  to effect the Merger.  Any agreement on the part of any Party hereto
for any such  extension or waiver shall be validly and  sufficiently  authorized
for the  purposes  of this  Agreement  if it is  authorized  and  executed as to
Shadows Bend, by its President, and as to FBO Air, by its President.

14.05 Amendments. This Agreement may be amended at any time prior to the Merger,
whether before or
after the Stockholders of Shadows Bend consent, by a written instrument executed
by Shadows  Bend and FBO Air with the  approval  of their  respective  Boards of
Directors,  provided that no amendment shall change the exchange ratio set forth
in Section 2.08 hereof without the approval of both the  Shareholders of FBO Air
and the Stockholders of Shadows Bend.

14.06  Governing  Law.  This  Agreement  shall be governed by and  construed  in
accordance  with the laws of the State of Nevada  without  giving  effect to any
principles of conflicts of laws.

14.07  Expenses.  Each Party will pay its own  legal,  accounting  and any other
out-of-pocket  expenses  reasonably  incurred in connection with this Agreement,
whether or not the Merger contemplated hereby is consummated.

14.08 Parties.  This Agreement shall inure to the benefit of and be binding upon
Shadows Bend and FBO Air and their  respective  successors and assigns.  Nothing
expressed or  mentioned  in this  Agreement is intended or shall be construed to
give any Person,  other than the Parties to this Agreement and their  respective
successors  and  assigns,  and any person who  controls  Shadows Bend or FBO Air
within the meaning of Section 15 of the Securities  Act, and the heirs and legal
representatives  of each of them, any legal or equitable right,  remedy or claim
under  or in  respect  of this  Agreement  or any  provision  contained  in this
Agreement.  This  Agreement and all  conditions and provisions of this Agreement
are  intended  to be for the sole and  exclusive  benefit of the Parties to this
Agreement  and their  respective  successors  and assigns  and such  controlling
persons and officers and  directors  and their heirs and legal  representatives,
and for the benefit of no other Person.

14.09 Complete  Agreement -  Severability.  This  Agreement  contains the entire
understanding  between the parties and supersedes  any and all prior  agreements
between the parties.  If any provision of this  Agreement is found to be void by
any court of competent  jurisdiction,  the remaining  provisions shall remain in
full force and effect.

14.10  Construction.  Headings  contained in this Agreement are for  convenience
only and shall not be used in the  interpretation of this Agreement.  References
herein to Articles,  Sections and Schedules  are to the  articles,  sections and
schedules,   respectively,   of  this   Agreement.   The  Schedules  are  hereby
incorporated  herein by  reference  and made a part of this  Agreement.  As used
herein, the singular includes the plural, and the masculine, feminine and neuter
gender each includes the others where the context so indicates

14.11  Counterparts.  This  Agreement may be executed in  counterparts,  each of
which shall  constitute an original,  but all of which shall  constitute one and
the same agreement.

14.12  Facsimile  Execution.  The Agreement may be executed in  counterparts  by
original or telefax signature,  and all counterparts of this Agreement which are
executed by telefax signature shall be valid and binding as original  signatures
for all purposes (evidently or otherwise).

     IN WITNESS WHEREOF,  Shadows Bend and FBO Air have caused this Agreement to
be executed as of the date first above written.

                        SHADOWS BEND DEVELOPMENT, INC.

                        __/s/Michael Sciacchetano ________
                        By:  Michael Sciacchetano
                        Its:  President
FBO AIR, INC.

                        __/s/Ronald J. Ricciardi ________
                        By:  Ronald J. Ricciardi
                        Its:  President and Chief Executive Officer
Exhibit 3

[GRAPHIC OMITTED][GRAPHIC OMITTED]

1. Name of corporation: Exhibit 3

2. The  articles  have been  amended as follows  (provide  article  numbers,  if
available):

3. The vote by which  stockholders  holding shares in the corporation  entitling
them to  exercise  at least a majority  of the  voting  power,  or such  greater
proportion  of the  voting  power  as may be  required  in the case of a vote by
classes or series,  or as may be required by the  provisions of the* articles of
incorporation have voted in favor of the amendment is :

4.  Effective date of filing  (optional):  (must not be later than 90 days after
the  certificate  is  filed)

5. Officer Signature (required): /s/ Michael Sciacchetano

*If any proposed  amendment would alter or change any preference or any relative
or other  right  given to any class or series of  outstanding  shares,  then the
amendment  must be approved by the vote,  in  addition to the  affirmative  vote
otherwise  required,  of the  holders of shares  representing  a majority of the
voting power of each class or series  affected by the  amendment  regardless  of
limitations or restrictions on the voting power thereof.  IMPORTANT:  Failure to
include any of the above  information  and submit the proper fees may cause this
filing to be rejected.

This form must be accompanied  by  appropriate  fees. See attached fee schedule.

Nevada Secretary of State AM 78 385 Amend 2003
Revised on 11/03/03
ATTACHMENT TO CERTIFICATE OF AMENDMENT
                         OF ARTICLES OF INCORPORATION OF
                         SHADOWS BEND DEVELOPMENT, INC.

     Effective with the filing of this Certificate of Amendment,  the issued and
outstanding  shares of the Common Stock shall be decreased so that each four (4)
shares shall thereafter  represent one (1) share of the Common Stock and, if any
stockholder,  after aggregation of all of the stockholder's shares of the Common
Stock and division of such total amount of shares by four (4), shall be entitled
to become a holder of a fraction of a share, the Corporation shall instead issue
such  additional  fraction of a share as is necessary to increase the fractional
share to a full share,  provided that any  stockholder  that owns less than four
(4) shares in the  aggregate  shall be rounded  down to one (1) share so that no
stockholder's  interest  shall  be  completely  eliminated  as a  result  of the
decrease in the number of outstanding shares.

     The  shares of  Preferred  Stock may be issued  from time to time in one or
more  series.  The  Board  of  Directors  of  the  Corporation  (the  "Board  of
Directors")  is expressly  authorized  to provide for the issue of all or any of
the shares of the Preferred  Stock in one or more series,  and to fix the number
of shares and to determine or alter for each such  series,  such voting  powers,
full or limited,  or no voting powers, and such designations,  preferences,  and
relative,  participating,  optional,  or other  rights and such  qualifications,
limitations,  or restrictions  thereof,  as shall be stated and expressed in the
resolution or  resolutions  adopted by the Board of Directors  providing for the
issue of such shares (a "Preferred Stock  Designation")  and as may be permitted
by the General Corporation Law of the State of Nevada. The Board of Directors is
also  expressly  authorized to increase or decrease (but not below the number of
shares of such  series  then  outstanding)  the  number of shares of any  series
subsequent  to the issue of shares of that series.  In case the number of shares
of any such series shall be so decreased,  the shares constituting such decrease
shall  resume the status that they had prior to the  adoption of the  resolution
originally fixing the number of shares of such series.

                               [END OF ATTACHMENT]
Exhibit 10.1

April 16, 2004

FBO Air, Inc.
9078 East Charter Oak
Scottsdale, AZ  85260
Attn:  Mr. Ronald Ricciardi, President

                              Re: Convertible Loan

Dear Sirs:

            You have  requested  that the  Investors  identified  in  Schedule A
hereto (the  "Investors")  make loans to FBO Air, Inc. (the  "Borrower")  in the
aggregate principal amount of $400,000 (the "Loans").

            Accordingly,  subject to the terms and  conditions  set forth below,
each of the Investors hereby agrees with the Borrower as follows:

        1. Loans.  The Investors  hereby agree to make the Loans to the Borrower
as  follows:  (a)  $130,000  upon  execution  of  this  letter  agreement  (this
"Agreement")  and (b) $270,000  upon the later to occur of (i) the merger of the
Borrower  with and into Shadows  Bend  Development,  Inc., a Nevada  corporation
("Newco"),  and  (ii) the  Borrower's  acquisition  of the  assets,  rights  and
properties of Victory  Aviation,  L.L.C.,  an Indiana limited  liability company
("Victory").  The Loans shall be evidenced by, and be on the terms set forth, in
the  convertible  notes (the "Notes") of even date hereof.  Each Investor  shall
receive  a Note  in the  form of  Schedule  B  hereto  in the  principal  amount
indicated  for such  Investor  in Schedule A hereto.  The  proceeds of the Loans
shall be used for working capital purposes  substantially in accordance with the
Borrower's undertakings in this respect.

        2.  Representations.   The  Borrower  represents  and  warrants  to  the
Investors that:

          (a)  Organization,  Standing.  The Borrower (i) is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Arizona and (ii) has the  corporate  power and  authority  necessary  to own its
assets, carry on its business now and as contemplated and enter into and perform
its obligations hereunder and under the Note.

          (b) Authority,  Etc. The making and  performance of this Agreement and
the Note is within the  corporate  power and  authority  of the Borrower and has
been  duly  authorized  by  all  necessary  corporate  action.  The  making  and
performance  by the Borrower of this  Agreement and the Notes do not and,  under
present law,  will not require any consent or approval of any of the  Borrower's
shareholders  or any other  person;  do not and,  under  present  law,  will not
violate any law, rule, regulation,  order, writ, judgment,  injunction,  decree,
determination  or award;  do not violate any  provision  of its  certificate  of
incorporation or bylaws; do not and will not result in
Mr.  Ronald  Ricciardi
April 16, 2004 Page 2 of 6

any  breach of any  material  agreement,  lease or  instrument  to which it is a
party, by which it is bound or to which any of its assets are or may be subject;
and does not and will not give  rise to any  lien,  security  interest  or other
encumbrance upon any of its assets. No authorizations, approvals or consents of,
and no filings or registrations  with, any governmental or regulatory  authority
or  agency  (other  than  authorizations,   approvals,   consents,  filings  and
registrations  heretofore  obtained and in full force and effect) are  necessary
for the execution, delivery or performance by the Borrower of this Agreement and
the Notes or for the validity or enforceability thereof.

          (c) Validity of Documents. This Agreement and the Notes, when executed
and  delivered,  each will be the legal,  valid and  binding  obligation  of the
Borrower,  enforceable  against it in accordance  with its terms,  except to the
extent  enforceability may be limited by bankruptcy,  insolvency,  moratorium or
other similar laws affecting the enforcement of creditors'  rights generally and
except  that  no  representation  is  intended  to be  made  herein  as  to  the
availability of any equitable remedies.

        3. Covenants.  So long as the Notes shall be outstanding,  the following
covenants shall be applicable:

          (a) The  Borrower  may  not,  without  the  Investors'  prior  written
approval, pledge or otherwise encumber its existing or after-acquired assets;

          (b) The  Borrower  may  not,  without  the  Investors'  prior  written
approval,  enter into (i) any  acquisition  of the assets or  securities  of any
person or entity (other than the transaction  with Victory);  (ii) any financing
transaction,  whether for  indebtedness or equity  securities of the Borrower or
any  subsidiary  thereof;  or (iii) any  transaction  involving the  prospective
expenditure by the Borrower of more than $25,000.

          (c) The Investors may designate one person for election as a member of
the Board of Directors of Newco.

        Approval or consent by the Investors  pursuant to this  Agreement  shall
mean the approval or consent of Investors  holding Notes  representing more than
fifty (50%) percent of the principal amount of the then outstanding Notes.

        4.  Each of the  Investors  hereby  represents  and  warrants  that  the
Investor is acquiring the Note, and will,  upon  conversion,  hold the shares of
the Newco Common Stock (as such term is hereinafter  defined),  for  investments
and not with a view toward,  or in connection with, any  distribution  under the
Securities Act.

        5. "Piggyback" Registration Rights. If at any time prior to the Maturity
Date  (as  such  term  is  defined  in the  Notes)  the  Borrower  shall  file a
registration  statement  relating  to any  offering  for its own  account or the
account of others under the Securities  Act, of any of the equity  securities of
Newco (other than on Form S-4 or Form S-8 or their then equivalents  relating to
equity  securities to be issued solely in connection with any acquisition of any
entity or business or equity securities issuable in connection with stock option
or other  employee  benefit  plans),  the Borrower  shall send to the  Investors
written notice of such determination and, if within fifteen
Mr. Ronald Ricciardi
April 16, 2004 Page 3 of 6

(15) days  after the date of such  notice,  any  Investor  shall so  request  in
writing,  the Borrower shall include in such  registration  statement all or any
part of the  shares of the Common  Stock,  $.001 par value  (the  "Newco  Common
Stock"),  into  which  the  Investor's  Note has or may be  converted  which the
Investor requests to be registered (the "Investor's Common Shares"), except that
if,  in  connection  with  any  underwritten   public  offering,   the  managing
underwriter  thereof  shall impose a  limitation  on the number of shares of the
Investor's  Common  Shares which may be included in the  registration  statement
because, in such underwriter's judgment, marketing or other factors dictate such
limitation is necessary to  facilitate  public  distribution,  then the Borrower
shall be  obligated  to include  in such  registration  statement  (i) only such
limited  portion of the shares of the  Investor's  Common Shares with respect to
which the Investor has requested  inclusion  hereunder as the underwriter  shall
permit  or  (ii) in the  event  that  there  are  multiple  parties  seeking  to
"piggyback," then the reduction will be shared pro rata among such parties.

        6. "Tag Along  Rights." In the event that  Jeffrey  Trenk and any of his
affiliates  (as such term is  defined  in Rule 405 under the  Securities  Act of
1933) elects to sell any or all of the shares of the Newco Common Stock owned by
him or his  affiliates  to an  unaffiliated  third  party,  Mr. Trenk and/or his
affiliate(s)  shall  give  notice  to the  Investors  stating  the  terms of the
proposed sale. If any Investor or Investors  exercises the right to "tag along,"
the  prospective  buyer shall  purchase  from the such  Investor or  Investors a
comparable  percentage  of such  Investor's  or  Investors'  shares of the Newco
Common Stock as the  prospective  buyer is purchasing  from Mr. Trenk and/or his
affiliate(s).  If the  amount  of  Newco  Common  Stock to be  purchased  by the
prospective  Buyer is limited,  the amount to be purchased from Mr. Trenk and/or
his  affiliate(s) and the Investor or Investors shall be pro rata based upon the
number of shares of the Newco  Common  Stock owned by each of the  sellers.  Any
Investor seeking to "tag along" must exercise the tag along right within fifteen
(15) days of the notice of sale.

        7. Notices. Any notice,  consent or authorization  required or permitted
to be given  pursuant to this Agreement or the Note shall be in writing and sent
to the party for or to whom intended,  at the address for the Borrower set forth
above or for the  Investor  set forth in  Schedule A hereto,  by  registered  or
certified  mail (if  available),  postage  paid or at such other  address as any
party  shall  designate  by notice  given to the others in the  manner  provided
herein.

        8.  Successors  and Assigns.  This  Agreement  shall be binding upon and
inure to the benefit of the  Borrower  and the  Investors  and their  respective
successors and assigns.  The Borrower may not assign its rights hereunder or any
interest herein without the prior, written consent of the Investors.

        9.  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts and by different parties hereto in separate  counterparts,  each of
which shall be deemed to be an original,  but all of which taken  together shall
constitute one and the same agreement.

        10.  Governing  Law. This  Agreement and the Note shall be construed and
enforced  in  accordance  with the laws of the State of New York  applicable  to
contracts  made and to be  performed  in that State,  without give effect to any
principles of conflicts of laws.

        11.  Consent to  Jurisdiction,  Etc. The Borrower and the Investors each
(1) agrees that any legal suit, action or proceeding arising out of, or relating
to, this Agreement and the Notes
Mr. Ronald Ricciardi
April 16, 2004
Page 4 of 6

shall be instituted  exclusively in New York State Supreme Court,  County of New
York, or in the United States  District  Court for the Southern  District of New
York, (2) waives any objection  which any may have now or hereafter to the venue
of any such suit,  action or  proceeding,  and (3)  irrevocably  consents to the
jurisdiction  of the New York State Supreme  Court,  County of New York, and the
United States  District Court for the Southern  District of New York in any such
suit,  action or  proceeding.  Each of the  Borrower and the  Investors  further
agrees to accept and  acknowledge  service of any and all  process  which may be
served in any such suit,  action or proceeding  in the New York States  District
Court for the  Southern  District  of New  York.  EACH OF THE  BORROWER  AND THE
INVESTORS  AGREES TO WAIVE  ITS  RIGHT TO A JURY  TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE NOTES.

        12. No Third Party  Beneficiaries.  No entity or person,  other than the
parties to this Agreement,  has been given or shall be deemed to have been given
any rights as a third party  beneficiary  hereunder or under any instruments and
documents executed in connection herewith.

        13.  Costs and  Expenses of Enforcing  Obligations.  The Borrower  shall
reimburse  the  Investors  for all  costs  and  expenses  (including  reasonable
attorneys'  fees and legal  expenses)  incurred by the Investors in enforcing or
attempting  to enforce any  obligation  of the  Borrower  hereunder or under the
Note.

        14. Counsel.  Each of the Investors and the Borrower  acknowledges  that
Wachtel & Masyr,  LLP has acted as  counsel  to the  Borrower  and  Henderson  &
Keyslik has acted as counsel to the Investors.

        15.  Integration.  This Agreement,  the Note and an Engagement Letter of
even date herewith by and among the Borrower,  the Investors and Sands  Brothers
International  Ltd.  represent  the entire  agreement  of the  Borrower  and the
Investors with respect to the subject matter hereof,  and there are no promises,
undertakings,  representations  or warranties  by the Investors  relative to the
subject  matter  thereof not expressly set forth or referred to herein or in the
Notes.
Mr. Ronald Ricciardi
April 16, 2004
Page 5 of 6

            Please confirm that the foregoing correctly sets forth our agreement
by signing and return to the Investors a duplicate copy of this Agreement.

                                        Very truly yours,

                                        THE INVESTORS, as per separate signature
                                        pages attached hereto

Accepted and agreed to as of the date first written above:

FBO AIR, INC.

By:      _______________________________
         Name:    Ronald Ricciardi
         Title:   President
Schedule A

                                    Investors
Principal Amount
Name                                                             Address                              of Loan
Theodore V. Fowler                                           85 Valley Drive                  $15,000.00
                                                           Greenwich, CT 06831

KWG Trust                                                Horwood, Marcus & Berk               $87,500.00
                                                             180 N. Lasalle
                                                               Suite 3700
                                                            Chicago, IL 60601
                                                          Attention: Jef Zaluda

Bonanza Trust                                            Horwood, Marcus & Berk               $87,500.00
                                                             180 N. Lasalle
                                                               Suite 3700
                                                            Chicago, IL 60601
                                                          Attention: Jef Zaluda

Andrew Zaro                                                  7 Skyline Drive                  $87,500.00
                                                           Hawthorne, NY 10532

Sands Brothers Venture Capital, LLC                          90 Park Avenue                   $12,500.00
                                                           New York, NY 10016

Sands Brothers Venture Capital II, LLC                       90 Park Avenue                   $12,500.00
                                                           New York, NY 10016

Sands Brothers Venture Capital III, LLC                      90 Park Avenue                   $50,000.00
                                                           New York, NY 10016

Sands Brothers Venture Capital IV, LLC                       90 Park Avenue                   $25,000.00
                                                           New York, NY 10016

Katie & Adam Bridge Partners, LP                             90 Park Avenue                   $12,500.00
                                                           New York, NY 10016

280 Ventures, LLC                                            90 Park Avenue                   $10,000.00
New York, NY 10016
Exhibit 10.2

     AMENDATORY  AGREEMENT  entered into as of this 12th day of July, 2004 (this
"Amendment")  by  and  among  FBO  Air,  Inc.,  an  Arizona   corporation   (the
"Borrower"), and the Investors set forth in Schedule A hereto (the "Investors").

     WHEREAS,  the Borrower and the  Investors  have  heretofore  entered into a
Convertible Loan Agreement dated April 16, 2004 (the "Loan Agreement")  pursuant
to which the Investors were to make Loans to the Borrower aggregating  $400,000,
of which an  aggregate  of $130,000  (the  "Initial  Loans") was advanced to the
Borrower by the  Investors on April 16, 2004 and an  aggregate of $270,000  (the
"Subsequent  Loans") was to be advanced to the  Borrower by the Lenders upon the
later  to  occur  of  the  consummation  of  two  specified   transactions  (the
"Transactions");

     WHEREAS, the Borrower executed a convertible note dated April 16, 2004 (the
"Note") to each of the  Investors  evidencing  the  Initial  Loans and the Notes
provided  that (1) an Event of Default  (as  defined in the Note)  included  the
failure by the Borrower to consummate,  within 60 days after April 16, 2004, the
Transactions  and (2) the first  interest  installment  payment  was due July 1,
2004; and

     WHEREAS, neither of the Transactions has been consummated as of the date of
this  Amendment  and the  parties  desire  to modify  certain  terms of the Loan
Agreement  and  the  Notes  so  that  the  Subsequent  Loans  may be made by the
Investors to the  Borrower and that the Borrower not be in default  under either
the Loan Agreement or any of the Notes;

     NOW, THEREFORE,  for good and valuable consideration,  the receipt of which
is  acknowledged  by all of the parties  hereto,  the Borrower and the Investors
agree as follows:

     1. All capitalized  terms used in this Amendment and not otherwise  defined
shall have the meaning ascribed thereto in the Loan Agreement and/or the Notes.

     2. The first  sentence of Section 1 of the Loan Agreement is hereby amended
to read as follows:

     "The  Investors  hereby agree to make the Loans to the Borrower as follows:
(a) $130,000 under execution of this letter agreement (this "Agreement") and (b)
$270,000 upon the later to occur of (i) the merger of the Borrower with and into
Shadows Bend Development,  Inc., a Nevada  corporation  ("Newco"),  and (ii) the
Borrower's  acquisition  of either  (A) the  assets,  rights and  properties  of
Victory Aviation,  L.L.C.,  an Indiana limited  liability  company  ("Victory"),
which is the  operator  of an  aviation  fixed  base  operation  in Fort  Wayne,
Indiana, or (B) the acquisition of the assets, rights and properties,  or of all
of the capital  stock,  of another  operator of an aviation fixed base operation
(the "Other FBO Company")."

     3. Section 3(b) of the Loan Agreement is hereby amended to read as follows:

     "The Borrower may not, without the Investors' prior written approval, enter
into (i) any  acquisition  of the assets or  securities  of any person or entity
(other than the transaction with Victory and/or the Other FBO Company); (ii) any
financing  transaction,  whether for  indebtedness  or equity  securities of the
Borrower or any  subsidiary  thereof;  or (iii) any  transaction  involving  the
prospective expenditure by the Borrower of more than $25,000."

     4. The first  paragraph  of each of the Notes is hereby  amended to provide
that the  payment of interest  commences  on  September  1, 2004 and not July 1,
2004.
5. Subclause (2) of the definition of the term "Newco  Outstanding  Shares"
in each of the Notes is hereby amended to read as follows:

     "(2) the shares to be issued  either to the sole member of  Victory,  or to
the shareholders or members of the Other FBO Company, in an amount not to exceed
eight  (8%)  percent  of the  outstanding  shares  of  the  Newco  Common  Stock
(including  any shares that may be issued after the Merger  pursuant to a market
adjustment formula);".

     6.  Subclause (2) of the  definitions  of "Event of Default" in each of the
Notes is hereby amended to read as follows:

     "(2) the failure by the Borrower to consummate,  on or before September 16,
2004, the Merger and either the asset purchase from Victory Aviation,  L.L.C. or
the asset or stock purchase from the Other FBO Company;".

     7. Except as modified in this Amendment,  the terms and  considerations  of
the Loan Agreement and each of the Notes shall remain in full force and effect.

     8. This  Amendment  may be  executed in any number of  counterparts  and by
different parties hereto in separate counterparts, each of which shall be deemed
to be an original,  but all of which taken together shall constitute one and the
same agreement.

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

                                              FBO AIR, INC.

                                              By:      /s/ Ronald Ricciardi
                                                       Name:  Ronald Ricciardi
                                                       Title:    President

                                              THE INVESTORS, as per separate
                                              signature pages attached hereto
Exhibit 10.3

THIS NOTE AND THE SHARES  INTO WHICH THIS NOTE MAY BECOME  CONVERTIBLE  HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT"),  OR ANY STATE  SECURITIES LAW, AND MAY NOT BE SOLD OR OFFERED FOR SALE IN
THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT AS TO THE SECURITIES  UNDER
THE  SECURITIES  ACT AND ANY  APPLICABLE  STATE  SECURITIES LAW OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

                                  FBO AIR, INC.

                                CONVERTIBLE NOTE

                                                       April 16, 2004
                                                       Scottsdale, Arizona

$__________________

     FOR VALUE RECEIVED,  the undersigned FBO Air, Inc., an Arizona  corporation
(the  "Borrower"),  promises  to  pay  to  the  order  of  _______________  (the
"Investor"),  with  an  address  at  _______________________________,   (i)  the
principal  sum of  ______________________  Dollars  ($______________),  or  such
lesser principal amount as is then outstanding, on April 15, 2009 (the "Maturity
Date");  and (ii)  interest  thereon at a rate equal to eight (8%)  percent  per
annum. Interest shall begin to accrue when an amount is released to the Borrower
and shall be payable quarterly in arrears,  commencing July 1, 2004, for as long
as this Convertible Note (the "Note") shall be outstanding.

     This Note is one of a series of Notes in the aggregate  principal amount of
$400,000 (the  "Investment  Amount")  issued  pursuant to, and is subject to the
additional terms and conditions contained in, an agreement of even date herewith
(the "Loan  Agreement")  by and between the Investor,  other  investors  (which,
together  with the  Investor,  shall be  collectively  referred to herein as the
"Investors") and the Borrower.

     The Borrower  may, at its option,  make  interest  payments to the Investor
either in cash or in shares of the Common  Stock,  $.001 par value  (the  "Newco
Common  Stock"),   of  Shadows  Bend  Development  Inc.,  a  Nevada  corporation
("Newco"), with and into which the Borrower will be merged and Newco's name will
be changed to FBO Air, Inc. (the  "Merger").  For the purpose of determining the
number of shares of the Newco  Common  Stock to be issued in payment of interest
with  respect to this Note,  such shares shall be valued at the average of their
Fair  Market  Value (as such term is  hereinafter  defined)  during the five (5)
trading days preceding the interest payment date.

     Notwithstanding  any other provision hereof,  interest paid or becoming due
hereunder shall in no event exceed the maximum rate permitted by applicable law.
Both  principal and any interest paid in cash are payable in lawful money of the
United States of America to the Investor at the address above indicated.
The term "Fair  Market  Value" of a share of the Newco  Common  Stock shall
mean,  at any date,  the fair market  value of a share of the Newco Common Stock
determined  as  follows:  (1)  if  the  Newco  Common  Stock  is  listed  on any
established  stock exchange or traded on the Nasdaq System (whether its National
Market  System or its  SmallCap  Market),  its Fair  Market  Value  shall be the
closing  sales  price per share for the Newco  Common  Stock (or the closing bid
price,  if no sales were  reported)  as reported on such  exchange or the Nasdaq
System;  (2) if the Newco Common Stock is reported on the OTC Bulletin  Board of
the National Association of Securities Dealers,  Inc. (the "NASD") or other NASD
board,  its Fair Market  Value shall be the closing sale price per share for the
Newco  Common  Stock (or the closing bid price,  if no sales were  reported)  as
reported by the NASD;  or (3) if the Newco Common  Stock is otherwise  traded in
the over-the-counter market, its Fair Market Value shall be the mean between the
high bid and low asked  prices per share for the Newco  Common Stock on the date
of  determination  as  reported  by Pink  Sheets  LLC or any other  organization
performing similar services.

     At any time on and  after  the  date on which  the  Merger  is  consummated
through the Maturity  Date,  the  Investors  may convert all of the  then-unpaid
principal and interest on their Notes (the "Conversion Amount") into such number
of shares of the Newco Common Stock (the "Initial  Conversion  Share Amount") as
shall equal thirty-five  (35%) percent of the Newco Outstanding  Shares (as such
term is  hereinafter  defined).  For the purposes of this Note,  the term "Newco
Outstanding  Shares"  shall  mean the sum of the  following  shares of the Newco
Common Stock:  (1) the shares to be owned by the  stockholders of Newco prior to
the Merger after the  consummation  thereof;  (2) the shares to be issued to the
sole  member of  Victory in an amount  not to exceed  eight (8%)  percent of the
outstanding  shares of the Newco Common Stock  (including any shares that may be
issued after the Merger pursuant to a market price adjustment formula);  (3) the
shares to be issued to the Borrower's  shareholders prior to the Merger upon the
consummation  thereof;  (4)  the  shares  to be  reserved  for  issuance  to the
management  of Newco  after the Merger  (not to exceed ten (10%)  percent of the
outstanding  shares of the Newco Common Stock);  and (5) the Initial  Conversion
Share  Amount.  The number of shares of the Newco  Common  Stock into which this
Note is initially  convertible by the Investor shall be three and three quarters
(3.75%)  percent  of  the  Initial  Conversion  Share  Amount  [i.e.,  the  same
percentage as the principal amount of this Note is of $400,000] (the "Investor's
Initial  Conversion  Share  Amount").  In the event that the Investor  elects to
convert less than all of the Conversion Amount applicable to this Note, then the
number of shares of the Newco Common Stock to be issued upon conversion shall be
in the same proportion as the amount of the Investor's Initial Conversion Amount
converted bears to the Investor's  Initial Conversion Amount. For the purpose of
the Notes,  the term "Initial  Conversion  Price" shall mean the dividend of the
Investment Amount and the Initial Conversion Share Amount.

     If, on or after April 16,  2005,  the Shares of the Newco Common Stock have
traded in the public market for at least fifteen (15)  consecutive  trading days
at a Last Sale Closing Price (as such term is  hereinafter  defined) which is at
least two hundred fifty (250%) percent higher than the Initial  Conversion Price
or, if applicable,  the Adjusted  Conversion  Price (as such term is hereinafter
defined),  then the  Borrower  may,  by notice  to the  Investors,  require  the
Investors to convert  their Notes into that number of shares of the Newco Common
Stock that is the Initial  Conversion  Share Amount less any shares of the Newco
Common Stock  previously  issued to the Investors  upon a partial  conversion or
conversions. For purposes of this Note, the term "Last Sale Closing Price" shall
mean  the  average  of the  Fair  Market  Value  of the  Newco  Common  Stock as
determined for such fifteen (15) consecutive trading days.

     If any  conversion  of this Note,  or the payment of interest  with respect
thereto in shares of the Newco
Common  Stock,  would result in the issuance of a fractional  share of the Newco
Common Stock, such factional share shall be disregarded and the number of shares
of the Newco Common Stock issuable upon  conversion or payment of interest shall
be rounded up or down to the nearest whole share, it being understood that .5 of
one (1) share shall be rounded up to the next highest share.

     If at any time after the Merger,  the number of  outstanding  shares of the
Newco Common Stock is increased by a stock split,  stock dividend,  combination,
reclassification,  or other similar event,  the Initial  Conversion Share Amount
shall be proportionately  increased,  or, if the number of outstanding shares of
the Newco Common Stock is decreased  by a reverse  stock split,  combination  or
reclassification of shares, or other similar event, the Initial Conversion Share
Amount  shall be  proportionately  reduced.  In either such  event,  the Initial
Conversion  Price  shall  similarly  be  proportionately  reduced or  increased,
whichever is applicable, to a new price, i.e., the Adjusted Conversion Price. In
the event of a subsequent similar event occurring, a similar adjustment shall be
made except that the  adjustment  to the number of shares  shall be to the prior
adjusted amount and not the Initial  Conversion  Share Amount and the adjustment
to the conversion price shall be to the then Adjusted Conversion Price.

     The  Investor  may convert  this Note into shares of the Newco Common Stock
(the  "Conversion  Securities")  by the surrender of this Note and the Notice of
Conversion  (attached  hereto as Exhibit A) properly  executed at the  principal
office of the Borrower, or at such other agency or office of the Borrower in the
United  States of America as the Borrower may  designate by notice in writing to
the Investor at the address of the Investor  appearing herein.  Upon any partial
exercise of this Note,  there shall be executed and issued to the Investor a new
Note in respect of such outstanding  amounts of principal and interest hereunder
as to which the Investor shall not have converted into Conversion Securities. In
the event of the  conversion of all or a portion of this Note, a certificate  or
certificates  for  the  Conversion  Securities  so  converted,   as  applicable,
registered  in the name of the  Investor,  shall be delivered to the Investor as
soon as  practicable  after the  receipt  by the  Borrower  of this Note and the
Investor's written request for conversion.

     The Borrower  agrees that,  on or prior to the Maturity  Date or the Note's
prior prepayment in its entirety, the Borrower will at all times have authorized
and in reserve,  and will keep  available,  solely for issuance or delivery upon
the conversion of this Note, a sufficient number of Conversion  Securities to be
issuable by the Borrower upon the conversion of this Note.

     The term "Event of Default"  shall mean each of the following  events:  (1)
the failure by the Borrower to make any payment of interest or principal  within
ten (10) days after  such  payment is due and  payable;  (2) the  failure by the
Borrower to consummate, within sixty (60) days after the date hereof, the Merger
and the asset purchase from Victory;  (3) the material breach by the Borrower of
any of the  covenants  contained in the Loan  Agreement  and the failure to cure
within  thirty (30) days of the notice by the any Investor of such  breach;  (4)
the Borrower shall file a petition under any bankruptcy or insolvency  law, or a
petition  under any  bankruptcy  or  insolvency  law shall be filed  against the
Borrower  and not  discharged  within a period of ninety  (90) days;  or (5) the
Borrower shall admit in writing its inability to pay its debts as they mature or
apply for,  consent to, or acquiesce in the appointment of a trustee or receiver
for the  Borrower or any  subsidiary  thereof or any of its or its  subsidiary's
property;  or, in the absence of such  application,  consent or acquiescence,  a
trustee or receiver  shall be appointed for the Borrower or any  subsidiary  and
shall not be  discharged  within a period of ninety  (90)  days.  If an Event of
Default shall occur,  Investors holding Notes representing more than fifty (50%)
percent of the  principal  amount of the then  outstanding  Notes may,  at their
option, upon notice to the Borrower,
declare the Notes to be due and payable,  whereupon all unpaid principal of, and
accrued interest on, the Notes shall be and become immediately due and payable.

     The Borrower, for itself and its respective successors and assigns,  hereby
waives presentment, demand, notice, protest and all other demands and notices in
connection  with the delivery,  acceptance,  performance  or endorsement of this
Note.

     IN  WITNESS  WHEREOF,  FBO Air,  Inc.  has  caused  this  Note to be signed
manually by a duly authorized officer.

                                                 FBO AIR, INC.

                                                 By: _______________________
                                                     President
Exhibit A

                              NOTICE OF CONVERSION

To:      FBO Air, Inc.
         9078 East Charter Oak
         Scottsdale, AZ  85260
         Attn:  Mr. Ronald Ricciardi, President

     In accordance with the terms of the Convertible  Note dated April 16, 2004,
the  undersigned  hereby  elects to convert  $___________________  in  principal
amount of the Note (together with the related  accrued  interest) into shares of
your Common Stock, $.001 par value (the "Common Stock").

     Please  issued  shares of the  Common  Stock  into  which the Note is being
converted in the following name:

Issue to:                  ________________________________________________

Address                    ________________________________________________

                           ________________________________________________

                           ________________________________________________

Authorization:             _________________________________________________

By:                        _________________________________________________

Title:                     _________________________________________________

Dated:                     ___________