Flight International Group Inc – ‘10QSB’ for 1/31/98 – EX-10

As of:  Tuesday, 3/17/98   ·   For:  1/31/98   ·   Accession #:  890163-98-48   ·   File #:  0-17066

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    16     51K 
 2: EX-10       Material Contract                                     30    143K 
 3: EX-27       Financial Data Schedule                                1      6K 

EX-10   —   Material Contract
Exhibit Table of Contents

EX-10
1st Page of 30
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                    EXHIBIT 10.1

Commercial Note                                                                 

                                                        [Enlarge/Download Table]

                                                                                                 
Borrower:            Flight International, Inc.                                                  
Loan Amount:         Two Million Dollars and no cents ($2,000,000.00)                            

Borrower's Address:  Newport News/ Williamsburg                                                  
                     International Airport                                                       
                     Newport News, VA 23602                                                      

Officer:             Jerome F Clark (initials)                         Date: February 2, 1998    

Account No:          04300045569769              Note No:   0101       Note Type:   Original Loan

For Value Received, the undersigned (whether one or more) jointly and severally 
promise to pay to the order of Crestar Bank (the"'Bank") at any of its offices, 
or at such place as the Bank may designate in writing, without offset and in    
immediately available funds, the Loan Amount shown above, including or plus     
interest, and any other amounts due, upon the terms specified below.            

Loan Type And Repayment Terms                                                   
Loan Type:       Revolving Master Borrowing Line                                

This is an open end  revolving  line of  credit.  You may  borrow  an  aggregate
principal amount up to the Loan Amount shown above outstanding at any one time. 

Repayment Terms: Principal on demand, plus interest, but the undersigned        
         shall be liable for only so much of the Loan Amount as shall be equal
       to the total advanced to or for the undersigned, or any of them, by
    the Bank from time to time, less all payments made by or for the
      undersigned and applied by the Bank to principal, plus interest on
    each such advance, and any other amounts due all as shown on the
        Bank's books and records, which shall be prima facie evidence of the
amount owed.                                                

This Master Borrowing arrangement will terminate upon written notice from the   
Bank to the undersigned, or if such notice is not sooner given, on 10/31/1998,  
unless an alternate termination date is indicated in the 'Agreement", as defined
below.                                                                          

The Bank shall have the right to demand payment at any time even if an event of 
default (as identified in this Note) has not occurred.                          

Additional Terms And Conditions:                                                

This Note is governed by additional terms and conditions contained in a(n)      
Letter Agreement between the undersigned and the Bank dated January l 3, 1998,  
and any modifications, renewals, extensions or replacements thereof (the        
"Agreement"), which is incorporated in this Note by reference. In the event of a
conflict between any term or condition contained in this Note and in the        
Agreement, such term or condition of the Agreement shall control.               

Interest                                                                        

Accrued interest will be payable on the first day of each month beginning on    
March 1, 1998.                                                                  

Interest will accrue daily on an actual/360 basis (that is, on the actual number
of days elapsed over a year of 360 days).                                       

Each scheduled payment made on this Note will be applied to accrued interest    
before it is applied to principal. Interest will accrue from the date of this   
Note on the unpaid balance and will continue to accrue after maturity, whether  
by acceleration or otherwise, until this Note is paid in full. If this is a     
variable rate transaction, the interest rate is prospectively subject to        
increase or decrease without prior notice, and if this is a Term-Variable       
Payment loan, adjustments in the payment schedule will be made as necessary. If 
this is a variable transaction which uses a Crestar Prime Rate as the Index, the
Index is subject to increase or decrease at the sole option of the Bank.        

Subject to the above, interest per annum payable on this Note (the "Rate") will 
be the "Index" (as defined in this Note) plus a margin of 0.500%. The "Index"   
shall be Crestar's Prime Rate, which is the rate established from time to time  
by the Bank and recorded in its Central Credit Administration Division as a     
reference for fixing the lending rate on commercial loans. The Index is a       
reference rate only and does not necessarily represent the lowest rate of       
interest charged for such borrowings. Adjustments to the Rate shall be effective
as of the date the Index changes.                                               

CRE 0261 VA (11/97) Copies: Distribution: Original - Collateral File            
(Bor's initials)                                                                
Page 1                                                                          

EX-10
2nd Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Collateral                                                                      

Any collateral pledged to the Bank to secure any of the undersigned's existing  
or future liabilities to the Bank shall secure this Note. To the extent         
permitted by law, each of the undersigned grants to the Bank a security interest
in and a lien upon all deposits or investments maintained by the undersigned    
with, and all indebtedness owed to the undersigned by, the Bank or any of its   
affiliates.                                                                     

This Note is also secured by the following collateral and proceeds thereof:     

All of the Owner's rights, now existing or arising in the future, to payment for
goods sold or leased or for services rendered, whether or not earned by         
performance, and whether or not such right to payment is evidenced by an        
instrument, document or chattel paper ("Accounts") together with all interest of
the Owner in goods, the sale or lease of which shall have given rise or may give
rise to any Account, including Notes Receivable and all of the Owner's personal 
property, including things in action, all returned goods, reclaimed and         
repossessed goods, chattel paper, documents, instruments and money, including   
without limitation, returned and unearned insurance premiums, tax refunds,      
contract rights, including but not limited to Govemment Contract                
#N00019-96-D-2047 and causes in action of any kind and nature whatsoever        
("General Intangibles") and all proceeds and products thereof and all           
substitutions and replacements therefore (as all such terms are defined in the  
Uniform Commercial Code) and as more particularly described in a Security       
Agreement by, Flight International, Inc. dated this date.                       

All of this security is referred to collectively as the "Collateral." The       
Collateral is security for the payment of this Note and any other liability     
(including overdrafts and future advances) of the undersigned to the Bank,      
however evidenced, now existing or hereafter incurred, matured or unmatured,    
direct or indirect, absolute or contingent, several, joint, or joint and        
several, including any extensions, modifications or renewals. The proceeds of   
any Collateral may be applied against the liabilities of the undersigned to the 
Bank in any order at the option of the Bank.                                    

Loan Purpose And Updated Financial Information Required                         

The undersigned warrant and represent that the loan evidenced by this Note is   
being made solely for the purpose of acquiring or carrying on a business,       
professional or commercial activity or acquiring real or personal property as an
investment (other than a personal investment) or for carrying on an investment  
activity (other than a personal investment activity). The undersigned agree to  
provide to the Bank updated financial information, including, but not limited   
to, tax returns, current financial statements in form satisfactory to the Bank, 
as well as additional information, reports or schedules (financial or           
otherwise), all as the Bank may from time to time request.                      

Default, Acceleration And Setoff                                                

Any one of the following will constitute an event of default and is continuing  
for a period of 15 days under the terms of this Note (1 ) the failure to make   
when due any instalment or other payment, whether of principal, interest, late  
charges or other authorized charges due under this Note, or the failure to pay  
the amount demanded by the Bank if this Note is payable on demand; (2) the      
death, dissolution, merger, acquisition, consolidation or termination of        
existence of the undersigned, any guarantor of the indebtedness of any of the   
undersigned to the Bank, any endorser, or any other party to this Note          
(collectively called a "Party"); (3) the insolvency or inability to pay debts as
they mature of any Party, or the application for the appointment of a receiver  
for any Party or the filing of a petition under any provision of the Bankruptcy 
Code or other insolvency law, statute or proceeding by or against any Party or  
any assignment for the benefit of creditors by or against any Party; (4) the    
entry'of a judgment against any Party or the issuance or service of any         
attachment, levy or garnishment against any Party or the property of any Party  
in excess of $50,000.00, or the repossession or seizure of property of any      
Party; (5) a determination by the Bank that it deems itself insecure or that a  
material adverse change in the financial condition of any Party or decline or   
depreciation in the value or market value of any Collateral has occurred since  
the date of this Note or is reasonably anticipated; (6) the failure of any Party
to perform any other obligation to the Bank under this Note or under any other  
agreement with the Bank; (7) the occurrence of an event of default with respect 
to any existing or future indebtedness of any Party to the Bank or any other    
creditor of the Party; (8) a material change in the ownership, control or       
management of any Party that is an entity, unless such change is approved by the
Bank in its sole discretion; (9) if any Party gives notice to the Bank          
purporting to terminate its obligations under or with respect to this Note; (10)
the sale or transfer by a Party of all or substantially ail of its assets other 
than in the ordinary course of business; or (11) any Party commits fraud or     
makes a material misrepresentation at any time in connection with this Note. If 
an event of default occurs, or in the event of non-payment of this Note in full 
at maturity, the entire unpaid balance of this Note will, at the option of the  
Bank, become immediately due and payable, without notice or demand. Upon the    
notice of occurrence of an event of default and not cured within a 15 day       
period, the Bank will be entitled to interest on the unpaid balance at the      
stated Rate plus 2.00% (the "Default Rate"), unless otherwise required by law,  
until paid in full. To the extent permitted by law, upon default, the Bank will 
have the right, in addition to all other remedies permitted by law, to set off  
the amount due under this Note or due under any other obligation to the Bank    
against any and all accounts, whether checking or savings or otherwise, credits,
money, stocks, bonds or other security or property of any nature on deposit     
with, held by, owed by, or in the possession of, the Bank or any of its         
affiliates to the credit of or for the account of any Party, without notice to  
or consent by any Party. The remedies provided in this Note and any other       
agreement between the Bank and any Party are cumulative and not exclusive of any
remedies provided by law.                                                       

Year 2000 Capability                                                            

Borrower agrees that it shall take all action necessary to ensure that it is    
"Year 2000 Capable" (all material date-affected technology used in its business 
operations is able to correctly and effectively process date data from, into and
between the twentieth and twentyfirst centuries and otherwise continues to      
function properly and unimpaired) and, if requested by the Bank, will provide   
evidence of                                                                     

EX-10
3rd Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 3rd
( 11 /97) (Bor's intials) Page 2                                                

such action.  Borrower that any actual or potential  material failure to be Year
2000 Capable may  constitute a material  adverse  change in financial  condition
entitling the Bank to exercise applicable rights and remedies provided herein.  

EX-10
4th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 4th
Capital Adequacy                                                                

Should the Bank, after the date of this Note, determine that the adoption of any
law or regulation regarding capital adequacy, or any change in its              
interpretation or administration, has or would have the effect of reducing the  
Bank's rate of return under this Note to a level below that which the Bank could
have achieved but for the adoption or change, by an amount which the Bank       
considers to be material then, from time to time, 30 days after written demand  
by the Bank, the undersigned shall pay to the Bank such additional amounts as   
will compensate. the Bank for the reduction. Each demand by the Bank will be    
made in good faith and accompanied by a certificate claiming compensation under 
this paragraph and stating the amounts to be paid to it and the basis for the   
payment.                                                                        

Late Charges And Other Authorized Charges                                       

If any portion of a payment is at least ten (10) days past due, the undersigned 
agree to pay a late charge of 5.00% of the amount which is past due. Unless     
prohibited by applicable law, the undersigned agree to pay the fee established  
by the Bank from time to time for returned checks if a payment is made on this  
Note with a check and the check is dishonored for any reason after the second   
presentment. In addition, as permitted by applicable law, the undersigned agree 
to pay the following: (1) all expenses, including, without limitation, all court
or collection costs, and actual attorneys' fees, whether suit be brought or not,
incurred in collecting this Note; (2) all costs incurred in evaluating,         
preserving or disposing of any Collateral granted as security for the payment of
this Note, including the cost of any audits, appraisals, appraisal updates,     
reappraisals or environmental inspections which the Bank from time to time in   
its sole discretion may deem necessary; (3) any premiums for property insurance 
purchased on behalf of the undersigned or on behalf of the owner(s) of the      
Collateral pursuant to any security instrument relating to the Collateral, (4)  
any expenses or costs incurred in defending any claim arising out of the        
execution of this Note or the obligation which it evidences, or otherwise       
involving the employment by the Bank of attorneys with respect to this Note and 
the obligations it evidences; and (5) any other charges permitted by applicable 
law. The undersigned agree to pay these authorized charges on demand or, at the 
Bank's option, the charges may be added to the unpaid balance of the Note and   
will accrue interest at the stated Rate. Upon the occurrence of an event of     
default, interest will accrue at the Default Rate.                              

Waivers                                                                         

The undersigned and each other Party waive presentment, demand, protest, notice 
of protest and notice of dishonor and waive all exemptions. whether homestead or
otherwise, as to the obligations evidenced by this Note The undersigned and each
other Party waive any rights to require the Bank to proceed against any other   
Party or person or any Collateral before proceeding against the undersigned or  
any of them, or any other Party, and agree that without notice to any Party and 
without affecting any Party's liability, the Bank. at any time or times, may    
grant extensions of the time for payment or other indulgences to any Party or   
permit the renewal or modification of this Note, or permit the substitution,    
exchange or release of any Collateral for this Note and may add or release any  
Party primarily Of secondarily liable. The undersigned and each other Party     
agree that the Bank may apply all monies made available to it from any part of  
the proceeds of the disposition of any Collateral or by exercise of the right of
setoff either to the obligations under this Note or to any other obligations of 
any Party to the Bank, as the Bank may elect from time to time. The undersigned 
also waive any rights afforded to them by Sections 49-25 and 49-26 of the Code  
of Virginia of 1950 as amended. TO THE EXTENT LEGALLY PERMISSIBLE, THE          
UNDERSIGNED WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION RELATING TO      
TRANSACTIONS UNDER THIS NOTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  

Severability, Amendments And No Waiver By Bank                                  

Any provision of this Note which is prohibited or unenforceable will be         
ineffective to the extent of the prohibition or unenforceability without        
invalidating the remaining provisions of this Note. No amendment, modification, 
termination or waiver of any provision of this Note, nor consent to any         
departure by the undersigned from any term of this Note, will in any event be   
effective unless it is in writing and signed by an authorized employee of the   
Bank, and then the waiver or consent will be effective only in the specific     
instance and for the specific purpose for which given. If the interest Rate is  
tied to an external index and the index becomes unavailable during the term of  
this loan, the Bank may designate a substitute index with notice to the         
Borrower. No failure or delay on the part of the Bank to exercise any right,    
power or remedy under this Note may be construed as a waiver of the right to    
exercise the same or any other right at any time.                               

( 1197)                                                                       
(Bor's initials)                                                                

Page 3                                                                          

EX-10
5th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 5th
Liability, Successors And Assigns And Choice of Law                             

Each of the undersigned shall be jointly and severally obligated and liable on  
this Note. This Note shall apply to and bind each of the undersigned's heirs,   
personal representatives, successors and assigns and shall inure to the benefit 
of the Bank, its successors and assigns. The undersigned agree that certain     
material events and occurrences relating to this Note bear a reasonable         
relationship to the Commonwealth of Virginia. The validity, terms, performance  
and enforcement of this Note shall be governed by applicable federal law and the
internal laws of the Commonwealth of Virginia which are applicable to agreements
which are negotiated, executed, delivered and performed solely in the           
Commonwealth of Virginia.                                                       

By signing below, the undersigned agree to the terms of this Note and           
acknowledge receipt of a loan in the Loan Amount shown above.                   

Flight International, Inc.                                                      

By: /s/ Wayne M. Richmon                                                        
-------------------------------                                         
Wayne M. Richmon                                                        
Executive Vice President, CFO                                           
Name and title printed or typed                                                 

:                                                                               

CRE 0261 VA                                                                     
(11/97)                                                                         

Page 4                                                                          
(Bor's initials)                                                                

EX-10
6th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 6th
Security Agreement

This Security Agreement ("Agreements") dated February 2,
1998, is made by Flight International Inc. (herein, 
whether one or more, the Owner" for the use and benefit 
of Crestar Bank, its successors and assigns (the
"Bank").

Security Agreement. In order to induce the Bank from time to time to extend or  
continue to extend credit to Flight International, Inc. whether one or more and 
any combination thereof, (the "Borrower"), the Owner (which may include the     
Borrower) hereby grants the Bank a security interest in the collateral and ail  
proceeds, products, rents and profits thereof and all revenues from the right to
use the collateral described below (the "Collateral") to secure the payment of  
all present and future indebtedness of every kind and description, however      
evidenced, of the Borrower to the Bank, whether such indebtedness is direct or  
indirect, fixed or contingent, liquidated or unliquidated, including any        
extensions, modifications or renewals thereof (the "Indebtedness") and to secure
the performance by the Owner of the agreements and warranties contained in this 
Agreement.                                                                      

Collateral. As used in this Agreement, the term Collateral, whether             
now existing or acquired in the future, shall mean:                             

All of the Owner's rights, now existing or arising in the future, to payment for
goods sold or leased or for services rendered, whether or not earned by         
performance, and whether or not such right to payment is evidenced by an        
instrument, document or chattel paper ("Accounts"), together with all interest  
of the Owner in goods, the sale or lease of which shall have given rise or may  
give rise to any Account, including Notes Receivable and all of the Owner's     
personal property, including things in action, all resumed goods, reclaimed and 
repossessed goods. chattel paper, documents, instruments and money, including,  
without limitation, returned and unearned insurance premiums, tax refunds,      
contract rights, including but not limited to Governmetn Contract               
#N00019-96-D-2047 and causes in action of any kind and nature whatsoever        
("General Intangibles") and all proceeds and products thereof and all           
substitutions and replacements therefore (as all such terms are defined in      
the Uniform Commercial Code).                                                   

Representations and Warranties. The Owner represents and warrants               
to the Bank as follows:                                                         

a) Flight International, Inc. is/are and will continue to be the absolute owner 
of the Collateral. There are no other owners or liens or security interests     
affecting the Collateral other than the security interest granted in this       
Agreement except those previously disclosed to the Bank in writing by the Owner;
if the Owner is acting in the capacity of trustee, administrator or executor of 
an estate, such fact shall be disclosed and evidence of capacity shall be       
provided to the Bank;                                                           

b) The Owner will take reasonable action to defend the Collateral against the   
claims and demands of all parties. The Owner will not, without prior written    
consent of the Bank, grant any security interest in the Collateral and will keep
it free from any lien, encumbrance or security interest;                        

c) If applicable to the Collateral pledged, the Owner represents and warrants   
that the Collateral never has been, and never will be as long as this Agreement 
remains a lien on the Collateral, used for the generation, collection,          
manufacture, storage, treatment, disposal, release or threatened release of any 
hazardous substance, as those terms are defined in the Comprehensive Environment
Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 
9601, et seq. ("CERCLA") A"), SuperFund Amendments and Reauthorization Act      
("SARA"), applicable state laws, or regulations adopted pursuant to either of   
the foregoing. The Owner agrees to comply with any federal, state or local law, 
statute, ordinance or regulation, court or administrative order or decree or    
private agreement regarding materials which require special handling in         
collection, storage, treatment or disposal because of their impact on the       
environment (Environmental Requirements"). The Owner agrees to indemnify and    
hold the Bank harmless against any and all claims, losses and expenses resulting
from a breach of this provision of this Agreement and the Owner will pay or     
reimburse the Bank for all costs and expenses for expert opinion or             
investigations required or requested by the Bank which, in the Bank's sole      
discretion, are necessary to ensure compliance with this provision of this      
Agreement. This obligation to indemnify shall survive the payment of the        
indebtedness and the satisfaction of the Agreement;                             

d) The primary use of the Collateral is and will be: business;                  

e) If applicable to the type of collateral pledged, the Owner warrants and      
represents that all Collateral has been produced in compliance with the Fair    
Labor Standards Act or other applicable wage and employee law, rule, regulation 
or order, and that no existing or future liability shall occur as a result. The 
Owner may contest, in good faith, the applicability of any such law, rule,      
regulation or order, including prosecuting any appeals, so long as the Bank's   
interest in the Collateral, in the opinion of the Bank, is not jeopardized      
thereby;                                                                        

f) The Owner, if an individual, is above the age of majority and has the legal  
capacity to enter into this Agreement;                                          

g) The Owner must notify the Bank in writing at least 30 days prior to any      
change of its name, corporate structure or identity;                            

h) The location of the principal place of business (or home address if an       
individual) of Flight International, Inc. in Virginia is the City of Newport    
News. There are no other places of business in this state. Books of accounts and
records are maintained at: International Airport, Newport News/Williamsburg,    
Newport News, VA 23602.                                                         

EX-10
7th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 7th
CRE 0414 (01/98)
 Copies: 0 Distribution: Original - Collateral File Page 1

i) The Collateral will be located at: Newport News/ Williamsburg, International 
Newport News, VA 23602. The Owner will maintain the Collateral in this/these    
location(s). The Collateral shall not be moved from the above locations without 
the prior written consent of the Bank;                                          

j) All information supplied and statements made to the Bank in any financial or 
credit statements or applications are true, correct, complete, valid and genuine
in all material respects;                                                       

k) None of the Collateral is being acquired with funds simultaneously advanced  
to the Borrower by the Bank.                                                    

l) The corporate O wner is duly organized and existing under the laws of        
Georgia: is duly qualified and in good standing as a foreign corporation in     
every jurisdiction where such qualification is necessary; the execution and     
performance of this Agreement have been duly authorized by action of its Board  
of Directors, no action of its shareholders being necessary; the execution and  
performance of this Agreement will not violate or contravene any provisions of  
law or regulation or its Articles of Incorporation, Shareholder Agreement,      
By-Laws or other agreements to which it is a party or by which it is bound; and 
that no consent or approval of any governmental agency or authority is required 
in making or performing the obligations under this Agreement;                   

Securities, Instruments, Certificates of Deposit, Documents, Chattel Paper and  
General Intangibles.                                                            

a)The Owner also grants the Bank a security interest in all rights to which an  
owner of the Collateral is now or may become entitled by virtue of owning such  
Collateral including, without limitation, interest, cash dividends, stock       
dividends and stock rights, all of which shall, when received, and upon request 
by the Bank, be delivered to the Bank with written authority to sell, transfer  
or rehypothecate the same.                                                      

b) Unless otherwise agreed in writing, if the Collateral includes all rights,   
title and interest in an Estate or Trust, the security interest shall not apply 
to any Crestfunds or any capital stock of Crestar Financial Corporation or any  
of its affiliates, or to any units of participation in the Bank's Common Trust  
Fund held by the Estate or Trust, but shall apply to any proceeds from the sale 
of such stocks and units or cash dividends thereof.                             

c) The Owner represents and warrants, as may be applicable, that:               

(i) The Owner has good and marketable title to the Collateral. The Collateral is
valid and genuine and represents a bona fide, binding, legal obligation of the  
maker, issuer, or grantor, and all signatures are genuine;                      

(ii) The Collateral is in full force and effect and is not in default and no    
prepayments have been made;                                                     

(iii) The Collateral is not represented by a judgment or any other document not 
provided to the Bank;                                                           

(iv) The Collateral is not subject to any assignment, claim, lien, right of     
setoff or security interest of any other party;                                 

(v) Unless otherwise stated, the face amount on the Collateral is the correct   
amount actually and unconditionally due or to become due according to the terms 
of the Collateral, and such amount is not disputed or subject to any setoff,    
credit, deduction or counterclaim;                                              

(vi) With respect to any security on the Collateral, the lien or security       
interest represented thereby is not subject to prior claim, lien, or security   
interest of any other party, unless otherwise stated herein, or in the document 
evidencing such security:                                                       

(vii) With respect to the security on the Collateral, it has been properly      
perfected by the filing or recording of all necessary financing statements,     
deeds of trust or other documents and the payment of all recording, transfer and
other taxes and fees made in the appropriate public offices.                    

d) At any time, and from time to time, whether before or after default, without 
notice, and at the expense of the Owner, the Bank in its name or in the name of 
its nominee or of the Owner, may, but shall not be obligated to:                

(i) Notify the obligors on any Collateral to make payment to the Bank of any or 
all dividends, interest, principal payments and other sums now or hereafter     
payable upon or on account of the Collateral, may collect the same by legal     
proceedings or otherwise, and may perform any contract or endorse in the name of
the Owner any checks, drafts, notes, instruments or other documents which       
constitute the Collateral;                                                      

(ii) Enter into any extension, reorganization, deposit, merger or consolidation 
agreement or any agreement in any way relating to or affecting me Collateral and
in connection therewith may deposit or surrender control of the Collateral,     
accept other property in exchange for the Collateral and do and perform such    
acts and things as it may deem proper, and any money or property received in    
exchange for the Collateral may be either applied to any Indebtedness or may be 
held by the Bank pursuant to the provisions of this Agreement;                  

(iii) Make any compromise or settlement it deems desirable or proper with       
reference to the Collateral;                                                    

(iv) Insure, process and preserve the Collateral;                               

(v) Cause the Collateral to be transferred to its name or the name of its       
nominee;                                                                        

(vi) Exercise as to the Collateral all the rights, powers and remedies of an    
owner.                                                                          

Accounts.                                                                       

a) The owner warrants that each and every Account, now owned or hereafter       
acquired is a bona fide existing obligation, valid and enforceable against the  
account debt, for goods sold or leased and delivered or services rendered in the
ordinary course of business; it is subject to no dispute, defense or offset; the
Owner has good title to the Account and has full right and power to grant the   
Bank a                                                                          

EX-10
8th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 8th
security interest in the Collateral;                                            

b) The Owner will immediately notify the Bank of any Account to which the above 
warranties are or become untrue;                                                

c) The Owner will prepare and deliver to the Bank, at the Bank's request, a     
listing and aging of all Accounts and any further schedules or information that 
the Bank may require.                                                           

 CRE 0414 (01/98) Page 2

d) The Bank shall have the right at any time to notify account debtors of its   
security interest in the Accounts and require payments to be made directly to   
the Bank. The Owner appoints the Bank and any officer or employee of the Bank,  
as the Bank may from time to time designate, as its attorneys-in-fact for the   
Owner, to sign and endorse in the name of the Owner, to give notice in the name 
of the Owner, and to perform all other actions necessary or desirable at the    
reasonable discretion of the Bank to effect these provisions and carry out the  
intent of this Agreement, all at the cost and expense of the Owner. The Owner   
ratifies and approves all acts of such attorneys-in-fact and neither the Bank   
nor any other such attorneys-in-fact will be liable for any acts of commission  
or omission nor for any error or judgment or mistake of fact or law. This power 
being coupled with an interest is irrevocable so long as any Account or General 
Intangible assigned to the Bank remains unpaid and the Borrower has any         
Indebtedness to the Bank. The costs of such collection and enforcement,         
including attorneys' fees and outof-pocket expenses, shall be borne solely by   
the Owner whether the same are incurred by the Bank or the Owner;               

e) At the option of the Bank, all payments on the Accounts received by the Owner
shall be remitted to the Bank in their original form on the day of receipt; all 
notes, checks, drafts and other instruments so received shall be duly endorsed  
to the order of the Bank. At the Bank's election, the payments shall be         
deposited into a special deposit account ("Special Account") maintained with the
Bank. The Bank may designate with each such deposit the particular Account upon 
which payment was made. The Special Account shall be held by the Bank as        
security for the Indebtedness. Prior to depositing payments on the Accounts into
the Special Account, the Owner agrees that it will not commingle such payments  
with any of the Owner's funds or property, but will hold them separate and apart
and in trust for the Bank. The Bank will have the power lo withdraw from the    
Special Account. The Bank may at any time and from time to time, in its sole    
discretion, apply any part of the funds in the Special Account to the           
indebtedness whether or not the same is due. Upon full and final satisfaction of
the Indebtedness plus termination of any commitment to extend additional funds, 
the Bank will pay to the Owner any excess funds, whether received by the Bank as
a deposit in the Special Account or as a direct payment on any of the           
Indebtedness.                                                                   

f) If any of the Owner's Accounts arise out of contracts with the United States 
or any department, agency, or instrumentality thereof' the Owner will           
immediately notify the Bank in writing and execute any instruments and take any 
steps required by the bank in order that all monies due and to become due under 
such contracts shall be assigned to the Bank and in order that proper notice be 
given under the Federal Assignment of Claims Act;                               

g) The Bank shall not be liable and shall suffer no loss on account of loss or  
deprivation of any Account due to acts of omissions of the Bank unless the      
Bank's conduct is willful and malicious, and the Bank shall have no duty to take
any action to preserve the Collateral or collect Accounts.                      

Covenants.                                                                      

a) The Owner shall maintain complete and accurate books of account and records, 
and its principal books of account and records, including ail records concerning
Accounts and contract rights, shall be kept and maintained at the place(s)      
specified above. The Owner shall not move such books of account and records     
without giving the Bank at least 30 days prior written notice era executing and 
delivering to the Bank financing statements satisfactory to the Bank prior to   
any such move. All accounting records and financial reports furnished to the    
Bank shall be maintained and prepared in accordance with generally accepted     
accounting principles consistently applied. It is specifically agreed that the  
Bank shall have and the Owner grants to the Bank a security interest in all     
books of account and records of the Owner and the Bank shall have access to them
at any time for inspection, verification, examination and audit;                

b) The Owner shall furnish to the Bank financial and business information and   
reports in form and content satisfactory to the Bank as and when the Bank may   
from time to time require;                                                      

c) The Owner, if a corporation, shall maintain its corporate existence in good  
standing and shall not consolidate or merge with or acquire the stock of any    
other corporation without the prior written consent of the Bank. If the Owner is
a corporation, the Owner shall, at the request of the Bank, qualify as a foreign
corporation and obtain all requisite licenses and permits in each jurisdiction  
where the Owner does business. The Owner shall not discontinue business,        
liquidate, sell, transfer, assign or otherwise dispose of any of its assets,    
except with the prior written permission of the Bank, however, that it may sell 
in the ordinary course of business and for full consideration, any product,     
merchandise or service produced or marketed by it. The Bank's security interest 
shall attach to all proceeds of all sales or dispositions of the Collateral;    

d) The Owner shall maintain all of the Collateral in good condition and repair. 
The Bank shall have the right to inspect the Collateral at any reasonable time  
and shall have the right to obtain such appraisals, reappraisals, appraisal     
updates or environment inspections as the Bank, in its sole discretion, may deem
necessary from time to time;                                                    

e) The Owner shall at all times keep insurable Collateral insured against any   
and all risks including, without limitation, fire and other insurance, including
but not limited to flood insurance, as may be required by the Bank from time to 
time; and in amounts as may be satisfactory to the Bank. The Bank shall be named
as Loss Payee on any such insurance policies. Insurance may be purchased from an
insurer of the Owner's choice, except as otherwise required by law. The Owner   
shall pay and discharge all taxes, assessments and charges of every kind prior  
to the date when such taxes, assessments or charges shall become delinquent and 
provide proof of such payments to the Bank, upon request. However, nothing      
contained in this Agreement shall require the Owner to pay any such taxes,      
assessments and charges so long as it shall contest its validity in good faith  
and shall post any bond or security required by the Bank                        

EX-10
9th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 9th
against the payment. Upon the failure of the Owner to pay such required amounts,
the Bank, at its option, and at the Owner's expense, may obtain such insurance  
or pay such taxes, assessments or charges with the costs or premiums becoming   
part of the Indebtedness at the option of the Bank, such amounts may be payable 
on demand. Any insurance obtained by the Bank, at its option, may be single or  
dual interest, protecting its rights, rights of the Owner or joint rights. Any  
insurance obtained by the Bank may provide, at its option, that such insurance  
will pay                                                                        

CRE 0414 (01/98)
Page 3

the lesser of the unpaid balance of the indebtedness or the repair or           
replacement value of the Collateral. The Owner authorizes the Bank to give      
effect to any of these options without prior notice to Owner or further consent 
from Owner. No maker which insurance coverage or repayment options the Bank     
chooses, the Collateral will secure payment of these amounts. The Bank may use  
the proceeds of any insurance obtained by Owner or by the Bank to repair or     
replace the Collateral or, if the Bank elects to do so, to repay part or all of 
the Indebtedness, and the Borrowers will still be responsible to repay any      
remaining unpaid balance of the Indebtedness. Owner assigns to the Bank all     
amounts payable under the insurance, include unearned premiums, directing the   
insurer to make payment to the Bank, and Owner appoints us attorney-in-fact to  
endorse any draft;                                                              

f) The Owner will not pledge or grant any interest in any of the Collateral to  
anyone except the Bank, or permit any lien or encumbrance to attach to any of   
the Collateral, or any levy to be made on the Collateral, or any financing      
statement (except financing statements in favor or the Bank) to be on file      
against the Collateral;                                                         

g) The Owner agrees that it will not permit any return of merchandise, the sale 
of which gave rise to any of the Accounts, except in the usual and regular      
course of business.                                                             

Default. In addition to any right which the Bank may have to demand payment of  
the Indebtedness under any other agreement, upon the occurrence of any of the   
following events of default and continuing for 15 days, the Bank, at its option,
may declare any or all of the Indebtedness immediately due and payable and may  
exercise any and all of the rights and remedies of default of a secured party   
under the Uniform Commercial Code and other applicable law and all rights       
provided herein, all of which rights and remedies shall, to the full extent     
permitted by law, be cumulative.                                                

a) If the Borrower fails to pay when due any Indebtedness or shall otherwise be 
in default under any agreement of the Borrower with the Bank or with Crestar    
Financial Corporation, or any subsidiary or affiliate of Crestar Financial      
Corporation, or any subsidiary or affiliate of such subsidiary or affiliate     
(whether now existing or hereafter organized or acquired); or                   

b) The failure of the Owner to observe or perform any of the terms or provisions
of this Agreement, or any such default by the Borrower, any endorser, or any    
guarantor of any Indebtedness of the Borrower to the Bank (a "Party"); or       

c) The breach of any of the Owner's representations or warranties in this       
Agreement or any other agreement with the Bank; or                              

d) The death, dissolution, merger, consolidation or termination of existence of 
the Owner or any Party; or                                                      

e) The insolvency or inability to pay debts as they mature of the Owner or any  
Party, or the application for the appointment of a receiver for any of them, or 
the filing of a petition under any provision of the Bankruptcy Code or other    
insolvency law, statute or proceeding by or against any of them, or any         
assignment for the benefit of creditors by or against any of them; or           

f) The entry of a judgment in excess of $50;000.00 against the Owner or any     
Party or the issuance or service of any attachment, levy or garnishment in      
excess of $50,000.00 against the Owner or any Party or the property of any of   
them or the repossession or seizure of property of the Owner or any Party; or   

g) Any deterioration or impairment of the Collateral or any part of the         
Collateral or any decline or depreciation in the value or market value of the   
Collateral (whether actual or reasonably anticipated), which causes the         
Collateral, in the judgment of the Bank, to become unsatisfactory as to         
character or value; or                                                          

h) A determination by the Bank that a material adverse change in the financial  
condition of the Owner or any Party has occurred since the date of this         
Agreement; or                                                                   

i) The Owner or any Party commits fraud or makes a material misrepresentation at
any time in connection with this Agreement.                                     

The Bank may require the Owner to assemble the Collateral and make available to 
the Bank at a place to be designated by the Bank which is reasonably convenient 
to the Bank and the Owner. The Bank may take possession of the Collateral       
without a court order. The Owner shall pay to the Bank on demand all legal      
expenses and reasonable attorneys' fees, as permitted by applicable law, if the 
Bank refers this Agreement to an attorney who is not a salaried employee of the 
Bank; appraisal fees and all expenses incurred or paid by the Bank in protecting
and enforcing the rights of the Bank under this Agreement, including the Bank's 
right to take possession of the Collateral and its proceeds, and to hold,       
prepare for sale, sell and dispose of the Collateral. Any required notice by the
Bank of sale or other disposition on default, when placed in the mail and       
addressed to or left at the premises of the Owner, at the address specified next
to the Owner's signature below or such other address of the Owner as may from   
time to time be shown on the Bank's records, at least ten days prior to such    
action shall constitute reasonable notice to the Owner.                         

Term. This Agreement shall be a continuing agreement and shall remain in full   
force and effect irrespective of any interruptions in the business relations of 
the Borrower with the Bank and shall apply to any ultimate balance which shall  
remain due by the Borrower to the Bank; provided, however, that the Owner may by
written notice terminate this Agreement with respect to all Indebtedness of the 
Borrower incurred or contracted by the Borrower or acquired by the Bank after   
the date on which the notice is personally delivered to or mailed by registered 
mail and accepted by the Borrower's lending officer.                            

Execution by More than One Party. The term "Owner" as used in this Agreement    
shall, if this instrument is signed by more than one                            

EX-10
10th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 10th
Party, mean the Owner and each of them" and each shall be jointly and severally 
obligated and liable. If any Party shall be a partnership, the agreements and   
obligations on the part of the Owner shall remain in force and applicable       
regardless of any charges in the individuals composing the partnership and the  
term "Owner" shall include any altered or successive partnerships and the       
predecessor partnerships and their partners shall not be released from any      
obligation or liability.                                                        

Waivers by the Owner. The Owner hereby waives (a) notice of acceptance of this  
Agreement and of any extensions, modifications or renewals of credit by the Bank
to the Borrower; (b) presentment and demand for payment of the Indebtedness; (c)
protest and notice of dishonor or default to the Owner or to any other Party    
with respect to the Indebtedness; (c) all other notices to which the Owner      

 CRE 0414 (01/98) Page 4

might otherwise be entitled; and (d) if for business purposes, the benefit of   
the Homestead Exemption. The Owner further waives any right to require that any 
action be brought against the Borrower or any other Party, to require that      
resort be had to any security or to any balance of any deposit account or credit
on the books of the Bank in favor of the Borrower or any other Party. The Owner 
further agrees that it shall not be subrogated and will not enforce on its part 
or behalf any right of action which the Bank may have against the Borrower until
every Indebtedness secured under this Agreement is paid in full.                

No Obligation to Extend Credit This Agreement shall not be construed to impose  
any obligation on the Bank to extend or continue to extend any credit at any    
time.                                                                           

Indemnification. The Owner agrees to indemnify and hold harmless the Bank and   
its subsidiaries, affiliates, successors, parents, and assigns and their        
respective agents, directors. employees, and officers from and against any and  
all complaints, claims, defense, demands, actions, bills, causes of action      
(including, without limitations, costs and attorneys' fees), and losses of every
nature and kind whatsoever, which may be raised or sustained by any directors,  
officers. employees, shareholders, creditors, regulators, successors in         
interest, or receivers of the Borrower or any third party as a result of or     
arising out of, directly or indirectly, the Bank extending credit as evidenced  
by the Indebtedness to the Borrower, and taking the Collateral as security for  
the indebtedness, and the Owner further agrees to be liable for any and all     
judgments which may be recovered in any such action, claim, proceeding, suit, or
bill, including any compromise or settlement, and defray any and all expenses,  
including, without limitation, costs and attorneys' fees, that may be incurred  
in or by reason of any actions, claims, proceedings, suits, or bills.           

Financing Statements. The Owner will deliver any instruments of further         
assignment or assurance that the Bank may from time to time request to carry out
the intent of this Agreement, and will join with the Bank in executing financing
statements and other documents in form satisfactory to the Bank and pay the cost
of filing the same, including all recordation, transfer and other taxes and     
fees. continuation statements and any other documents in any public office      
deemed advisable by the Bank. The Owner agrees that a carbon, photographic or   
other reproduction of a financing statement or this Agreement shall be          
sufficient as a financing statement.                                            

Successor in Interest. This Agreement shall be binding upon the Owner, its      
successors and assigns, and the benefits hereof shall inure to the Bank, its    
successors and assigns.                                                         

Waiver by the Bank. The Bank may waive any default or remedy any default without
waiving the default remedied or any other prior or subsequent default. The      
Bank's failure to exercise any right or take any action under this Agreement    
shall not constitute a waiver of that or any other right or action.             

Waiver of Jury Trial. To the extent legally permissible, the Owner waives all   
right to trial by jury in any litigation relating to transactions under this    
Agreement, whether sounding in contract, tort or otherwise.                     

Choice of Law. The Owner agrees that certain material events and occurrences    
relating to this Agreement bear a reasonable relationship to the laws of the    
Commonwealth of Virginia. The validity, terms performance and enforcement of    
this Agreement shall be governed by the laws of such jurisdiction which are     
applicable to agreements which are negotiated, executed, delivered and performed
solely in such jurisdiction.                                                    

The undersigned has/have executed or caused this Agreement to be executed under 
seal as of the above date.                                                      

Flight International, Inc.
 International Airport
 Newport News/Williamsburg
Newport News, VA 23602

Flight International, Inc.

By: /s/ Wayne M. Richmon
           -----------------------------
Executive Vice President/CFO
 Name and title printed or typed

EX-10
11th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 11th
                                                        Page 5

                                                        (Seal)

                                                        CRE 0414 (01/98)

EX-10
12th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 12th
 Unconditional
Guaranty
February 2, 1998                                                                
Date                                                                            

Virginia                                                                        
Governing Law                                                                   

WHEREAS, Fl ight International, Inc.                                            
(herein called the "Debtor" ), desires to transact business with and to obtain  
credit or a continuation of credit from Crestar Bank (herein called the Bank"), 
and                                                                             

WHEREAS, the Bank is unwilling to extend or continue credit to the Debtor unless
it receives elves a guaranty from the undersigned (herein called "Guarantor(s)")
with respect to the Liabilities. as hereinafter defined, of the Debtor to the   
Bank;                                                                           

NOW, THEREFORE, in consideration of the premises and of other good and valuable 
consideration and in order to induce the Bank from time to time, in its sole    
discretion, to extend or continue credit to the Debtor. the Guarantors, jointly 
and severally, absolutely and unconditionally, guarantee to the Bank payment    
when due, whether by acceleration or otherwise. of any and all Liabilities of   
the Debtor to the Bank, together with all interest and charges thereon and all  
attorneys' fees, costs and expenses of collection incurred by the Bank in       
enforcing any of such Liabilities, subject to the provisions contained in this  
guaranty.                                                                       

 1    The term "Liabilities" or "Liability"as used herein shall include,
        without limitation, all indebtedness, obligations and liabilities of
        the Debtor to the Bank now existing or hereafter created or arising,
     whether direct, indirect, absolute, contingent, joint or several,
          secured or unsecured, liquidated or unliquidated, and howsoever owned,
         held or acquired by the Bank, whether by assignment, discount, direct
    loan, overdraft, purchase or otherwise. and howsoever evidenced,
    whether by promissory note, bill of exchange, acceptance, check,
         overdraft, book entry or otherwise, and all renewals, extensions, and
modifications thereof or substitutions therefor.            

     2.   Notwithstanding the foregoing, the maximum liability of each Guarantor
    hereunder shall not exceed the sum of Two Million and 00/100----

   ----------------------------------------------------------------Dollars
 ($2,000,000.00)  plus interest on the Liabilities and all charges and expenses,
including, without limitation, any costs of preserving,  protecting or disposing
of any collateral securing the Liabilities, court costs and attorneys' fees paid
or incurred by the Bank in endeavoring  to collect such  Liabilities or any part
thereof or in enforcing  this  guaranty.  If no amount has been  inserted In the
preceding space, the amount of the  undersigned's  liability  hereunder shall be
unlimited.                                                                      

     3    This guaranty is a continuing guaranty, shall remain in full force and
         effect irrespective of any interruptions in the business relations of
         the Debtor with the Bank and shall apply to and guarantee any balance
        which shall remain due by the Debtor to the Bank; provided, however,
         that each Guarantor may, by notice in writing delivered personally to
          an officer of the Bank or received by registered mail by an officer of
        the Bank. terminate this guaranty with respect to ail Liabilities of
      the Debtor incurred or contracted by the Debtor or acquired by the
        Bank after the date on which the notice is actually received by such
      officer. Such termination shall not be applicable to any Liability
incurred prior to the receipt of such notice by the Bank.   

     4.   The Sank may at any time and from time to time, in the exercise of its
    sole discretion, either before or after default by the Debtor or
         revocation or termination of this guaranty, without the consent of or
     notice to the Guarantors, without incurring responsibility to the
     Guarantors, without impairing or releasing the obligations of the
        Guarantors hereunder, or any security available to the Bank, upon or
without any terms or conditions and in whole or in part:    

a)   Change the manner. place, or terms of payment (including payment 
     amounts and rate of interest) and/or change or extend the time of
     payment, renew or alter any Liability, any collateral or security
         therefor, or any Liability incurred directly or indirectly in respect
   thereof, and this guaranty shall apply to the Liabilities as so
changed, extended, renewed or altered;                      

 b)   Bell. exchange. release, surrender, realize upon or otherwise deal
         with in any manner and in any order any collateral or security at any
       time held by or available to the Bank for any Liability, or for the
    obligation of any Guarantor, or for the obligation of any person
secondarily or otherwise liable for any of the Liabilities; 

     c)   Exercise or refrain from exercising any rights against the Debtor, any
          of the Guarantors, or others, or otherwise act or refrain from acting;

 d)   Settle, compromise and/or release any Liability, any collateral or
        security therefor or any obligation, including the obligation of any
         Guarantor, and also subordinate the payment of all or any part of any
       Liability to the payment of any obligation or indebtedness, whether
       due or not, of the Debtor to creditors of the Debtor other than the
Bank and the Guarantors;                                    

e)   Apply any sums received by it from any source to any Liability or
    Liabilities, in such order of application as the Bank may elect,
  regardless of what Liability or Liabilities remain unpaid. All
    payments shall be conclusively presumed to have been made by the
    Debtor and no payment shall operate to reduce the Liability of a
        Guarantor unless, at the time such payments are made, written notice
         is delivered to an officer of the Bank that such payments are made by
          a Guarantor in reduction of his liability hereunder, and such payments
are actually made by the Guarantor;                         

   f)   Fail to set off and release, in whole or in part, any balance of any
        deposit account or credit on its books in favor of the Debtor, or of
      any other person liable for any of the Liabilities, and may extend
        further credit in any manner whatsoever to the Debtor, and generally
          deal with the Debtor or any security or other person liable for any of
     the Liabilities as the Bank, in its sole discretion, may see fit.

5. The Guarantors waive notice of acceptance of the Guaranty and notice,        
including notice of default, on any Liability to which it may apply, and waive  
presentment and demand for payment of any of the Liabilities, and waive protest 
and notice of dishonor or nonpayment of any Liabilities, suit or taking other   
action by the Bank against, and any other notice to, the Guarantors or to any   
other party liable for such Liabilities. Except for any limitation which is     
specified above with respect to the amount of the maximum liability of each of  
the Guarantors, this is an unconditional guaranty, and                          

EX-10
13th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 13th
the liability of each of the Guarantors to the Bank shall not be terminated or  
in any way limited by reason or as the result of anything set forth or contained
in any writing evidencing all or any part of the Liabilities nor shall it be    
limited to a proportionate part of the total of the Liabilities. This is a      
guaranty of payment and not of collection and the Guarantors waive any right to 
require that any action be brought against the Debtor or any other person or to 
require resort be had to any security or to any balance of any deposit account  
or credit on the books of the Bank in favor of the Debtor or any other person   
and agree that the Bank is not responsible for the validity, perfection,        
recordation or enforceability of any collateral or security for the Liabilities.

6. The Guarantors subordinate all indebtedness of the Debtor owing to them, or  
any of them, whether now existing or hereafter arising, to the Liabilities. The 
Guarantors further agree that the Guarantors shall not be subrogated to, and    
will not enforce on the part or behalf of the Guarantors, any right of action   
which the Bank may have against the Debtor until every Liability shall have been
paid in full. The Bank shall have the right, immediately and without further    
action by it, to set off against any obligation of the Guarantors to the Bank,  
all money owed by the Bank in any capacity to the Guarantors, whether or not    
due. Notwithstanding any other provision of this guaranty, any Guarantor who is 
an "insider" within the meaning of the Bankruptcy Code, hereby irrevocably      
waives any right to assert, enforce, or otherwise exercise any right of         
subrogation to any of the rights, security interests, claims or liens of the    
Bank, its successors or assignees or any other beneficiary against the Debtor or
any other obliger on the Liabilities or any amounts guaranteed herein or on any 
collateral or security and such Guarantor shall have no right of recourse,      
reimbursement, contribution, indemnification, or similar right it may have (by  
contract or otherwise) against the Debtor or any other obligor on all or any    
part of the Liabilities or any guarantor thereof, and such Guarantor hereby     
irrevocably waives any and all of the foregoing rights and also irrevocably     
waives the benefit of, and any right to participate in, any collateral or       
security given to the Bank or any other beneficiary to secure payment of the    
Liabilities.                                                                    

7. A subsequent guaranty by the Guarantors, or any of them, or any other        
guarantor of the Liabilities shall not be deemed to be in lieu of or to         
supersede or terminate this guaranty but shall be construed as an additional or 
supplementary guaranty unless otherwise expressly provided therein; and in the  
event the Guarantors, or any of them, or any other guarantor, has given to the  
Bank a previous guaranty or guaranties, this guaranty shall be construed to be  
an additional or supplemental guaranty, and not to be in lieu thereof or to     
terminate such previous guaranty or guaranties unless expressly so provided     
herein.                                                                         

8. This guaranty shall be binding on all parties signing below, notwithstanding 
the failure of any further contemplated guarantors to execute this or similar   
instruments and notwithstanding the fact that the signature of one or more of   
the Guarantors or other party guaranteeing the Liability or any other existing  
or future signature shall be forged or unauthorized. The revocation of this     
Guaranty in the manner permitted hereunder by one or more of the Guarantors or  
other party guaranteeing the Liability, or the release by the Bank of any one or
more Guarantors or other party guaranteeing the Liability, or the death of any  
Guarantor or any other party guaranteeing the Liability shall not affect or     
limit the liability of any other Guarantor, and the Bank shall be under no duty 
to notify any Guarantor of any such revocation, release or death.               

9. The Guarantors warrant to the Bank that they have adequate means to obtain   
from the Debtor on a continuing basis information concerning the financial      
condition of the Debtor and that they are not relying on the Bank to provide    
such information either now or in the future. The Guarantors waive all errors   
and omissions in connection with the Bank's administration of the Liability,    
except behavior which amounts to bad faith.                                     

10. No invalidity, irregularity or unenforceability of all or any part of the   
Liabilities or of any collateral or security therefor shall affect, impair, or  
be a defense to this guaranty, and this guaranty is a primary obligation of each
Guarantor.                                                                      

11. The term "Guarantors" as used herein shall, if this guaranty is signed by   
more than one party, mean the Guarantors and each of them and each undertaking  
contained herein shall be their joint and several undertaking. If any party     
hereto shall be a partnership, the agreements and obligations on the part of the
Guarantors shall remain in full force and applicable notwithstanding any changes
in the identity of the parties composing the partnership and the term           
"Guanrantors" shall include any altered or successive partnership and the       
predecessor partnership and their partners shall not thereby be released from   
any obligation or liability.                                                    

12. No delay on the part of the Bank in exercising any rights hereunder or      
failure to exercise the same shall operate as a waiver of such rights; no notice
to or demand on the Guarantors shall be deemed to be a waiver of the obligation 
of the Guarantors or of the right of the Bank to take further action without    
notice or demand as provided herein; nor in any event shall any modification or 
waiver of the provisions of this guaranty be effective unless in writing signed 
by the Bank nor shall any such waiver be applicable except in the specific      
instance for which given.                                                       

13. The Guarantors agree to provide to the Bank updated financial information,  
including, but not limited to, tax returns, current financial statements in form
satisfactory to the Bank, as well as additional information, reports, or        
schedules (financial or otherwise), all as the Bank may from time to time       
request.                                                                        

14. Notwithstanding the fact that the Liabilities of the Debtor to the Bank may 
have been paid in full and this guaranty form may have been returned to the     
Guarantors, the obligations of the Guarantors hereunder shall continue in full  
force and effect with respect to any amounts that the Bank may ever be required 
to repay under any Bankruptcy or insolvency laws.                               

15. This guaranty shall not be construed to impose any obligation on the Bank to
extend or continue any credit at any time.                                      

16. Each reference herein to the Bank shall be deemed to include its successors 
and assigns, in whose favor the provisions of this guaranty shall also inure.   
Each reference herein to the Guarantors shall be deemed to include heirs,       
executors, administrators, legal representatives, successors and assigns of each
Guarantor, all of whom shall be bound by the provisions of this guaranty.       

17. Each of the undersigned Guarantors agrees that certain material events and  
occurrences relating to this Guaranty bear a reasonable relationship to the     
jurisdiction named at the top of this form. The validity, terms, performance and
enforcement of this guaranty shall be governed by the laws of such jurisdiction 
which are applicable to agreements which are negotiated, executed, delivered and
performed solely in such jurisdiction. To the extent that any provision in this 
guaranty is inconsistent with applicable law, the Bank will comply with         
applicable law.                                                                 

 Signature of Non-lndividual Guarantor

Flight International Group. Inc.
 Guarantor _

EX-10
14th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 14th
Bv :/s/ Wayne M. Richmon
    ----------------------

 Wayne M.Richmon
Executive Vice
 President/CFO
--------------------------------
Name and title, printed or typed

(If a corporation, the corporate name must be signed by a duly authorized       
officer, and the Bank files should contain a certified copy of the corporate    
guaranty resolution.)                                                           

 CRE-0045 (3/97)

 Page 2 of 2

EX-10
15th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 15th
Borrowing Resolution
 (Corporation)

 Full Legal Name of Corporation: Flight International Inc.

 Date Resolution Adopted: 4 Feb 1998 Taxpayer l.D. NO.: 58-1289563

I hereby certify to Crestar Bank ("Bank") that I am the Secretary of the above  
corporation (the "Corporations") which is duly organized and existing under the 
laws of Georgia , that the following is a true copy of resolutions duly adopted 
by the Board of Directors of the Corporation at a meeting duly held on the above
date at which a quorum was present and voting throughout and that such          
resolutions have not been rescinded or modified: "RESOL VED, that any one       
(Insert number of signatures required) of the following officers (Insert the    
TITLES of authorized officers; for example: vice president,secretary,etc.)      
President: Chief Financial Officer; Vice President, Administration; Manager,    
Accounting                                                                      

or their successors, are hereby authorized and empowered (1 ) to make           
application, release financial information and borrow from time to time on      
behalf of the Corporation from the Bank such sums of money as they or any of    
them may deem requisite for the use of the Corporation and to discount, sell,   
assign, or otherwise transfer to the Bank any property belonging to the         
Corporation including, but not limited of accounts receivable, promissory notes,
instruments, leases, trade paper and chattel paper, and to endorse or guarantee 
the same in the name of the Corporation, on all such terms and conditions as may
be agreed upon by any of such officers and the Bank from time to time; (2) to   
make, execute and deliver promissory notes or other obligations of the          
Corporation, including, but not limited to, obligations under letters of credit,
in form satisfactory to the Bank for any sums so obtained; and (3) to mortgage, 
assign, transfer or pledge as collateral security for any sums so obtained or   
otherwise any property belonging to the Corporation (whether real or personal,  
tangible or intangible) including, but not limited to, accounts receivable,     
promissory notes, instruments, documents of title, chattel paper, contract      
rights, securities, securities entitlements, insurance policies, inventories and
equipment and to make any endorsements or execute any instruments in the name of
the Corporation, including, but not limited to, security agreements, deeds of   
trust, financing statements, assignments, transfers and guarantees which may be 
necessary or proper to effect such mortgage, assignment, transfer or pledge in  
form satisfactory to the Bank, and                                              

FURTHER RESOLVED that the obtaining by the Corporation of any sums of money from
the Bank heretofore, and any notes or other instruments heretofore executed in  
the name of the Corporation by any of its officers or employees and any         
assignment, transfer or pledge of any property belonging to the Corporation as  
security for such loans, or otherwise, are hereby approved and ratified.        

FURTHER RESOLVED that the foregoing resolutions shall remain in full force and  
effect until written notice of their amendment or rescission shall have been    
received by the Bank and receipt of such notice acknowledged by it, and that    
receipt and acknowledgment of such notice shall not affect any action taken by  
the Bank prior thereto.                                                         

I further certify that there is no provision in the Charter or By-laws or any   
Shareholder Agreement of the Corporation, or in any instrument to which the     
Corporation is a party or by which it may be bound, limiting the power of the   
Board of Directors to adopt the above resolutions and that such resolutions are 
in conformity with the provisions of the Charter and By-laws and any Shareholder
Agreement and do not violate the provisions of any such instrument.             

IN WITNESS WHEREOF, I have subscribed my name as Secretary of the Corporation   
and affixed the Corporate Seal as of                                            

this 9th day of February 1998,

(Affix Corporate Seal Here) /s/ Ann P. Campbell, Secretary
                             -------------------------------

(This Certificate must also be signed by an additional officer.)
  I, Wayne M. Richmon the executive VP/CFO of the above named Corporation,

  do hereby certify that Ann P. Campbell is the duly elected Secretary and
(Seal)
 Secretary Ann P. Campbell
is now acting in this capacity and is authorized to sign this Certificate.    
(Seal)
Signature /s/ Wayne M. Richmon
Executive Vice President/CFO
Name and Title

EX-10
16th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 16th
CRE 0028 (01/97)
Copies. 0 Distribution: Original - Collateral File
 Ref File Flight International, Inc.; Account No: 043000455697690101

 Corporate Guaranty Resolution
Flight International Group, Inc. 4 February 1998

Full Legal Name of Corporation  
58-1476225
 Date Resolution Adopted Taxpayer l.D. No.

I hereby certify to Crestar Bank ("Bank") that I am the Secretary of the above  
corporation (the "Corporations") which is duly organized and existing under the 
laws of Georgia , that the following is a true copy of a resolution duly adopted
by the Board of Directors of the Corporation at a meeting duly held on the above
date at which a quorum was present and voting throughout, and that such         
resolution has not been rescinded or modified:                                  

"RESOLVED, that the President or any Vice President or Treasurer or Secretary of
the Corporation is hereby authorized on behalf of the Corporation from time to  
time to guarantee the obligations or pledge the Corporation's assets to secure  
obligations of Flight International. Inc. (the "Borrower") to the Bank, whether 
now existing or hereafter created, such guaranty or pledge to be on the general 
terms and conditions contained in the Bank's guaranty form, a copy of which was 
presented to and filed with the minutes of this meeting (the signing of any     
guaranty form to be conclusive evidence that such form was the one presented to 
this meeting), with any such modifications and in such form as any one of the   
named officers and the Bank shall agree, and that each of the named officers of 
the Corporation is also authorized to endorse on behalf of the corporation      
generally, and with full recourse, and obligations of the Borrower to the Bank."

I further certify that there is no provision in the Charter or By-laws of the   
Corporation or in any Shareholder Agreement, or in any instrument to which the  
Corporation is a party, limiting the power of the Board of Directors to         
authorize the Corporation to guarantee, secure or endorse the obligations       
referred to in the above resolution and that such resolution is in conformity   
with the provisions of the Charter and By-laws and any Shareholder Agreement.   

If the stockholder certification on the reverse side of this form is required to
be completed, I further certify that the stockholders who have signed that form 
constitute and represent all of the stockholders of the Corporation as disclosed
by the stock records of the Corporation.                                        

IN WITNESS WHEREOF, I have subscribed my name as Secretary of the Corporation on
the 9th day of February, 1998.                                                  

 ATTEST:

/s/ Wayne M. Richmon
 Title: Executive Vice President/CFO
         -----------------------------

See additional requirements on the reverse
side of this form.

 CRE-0115 (3/97)
Distribution: Original - Collateral File

(Seal)(Seal)

 (Secretary /s/Ann P. Campbell

 (Affix Corporate Seal Here)

 Page l of 2

EX-10
17th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 17th
 Legal Opinion

This form must be accompanied by an opinion of counsel for the Corporation      
advising that he has examined all documents which he considers relevant and     
giving the Bank his opinion that there is no provision in the Charter or By-laws
or any Shareholder Agreement of such Corporation or in any instrument to which  
such Corporation is a party (and of which he has knowledge) limiting the power  
of the Board of Directors to pass the resolution set forth on the reverse side  
of the form. The opinion must further state that, based upon his investigation  
of the affairs of the Corporation and the party whose obligations are being     
guaranteed (the Borrower), there is in his opinion a valid business             
consideration accruing to the Corporation from loans to the Borrower and that,  
in his opinion, all guaranties, pledges and endorsements entered into in        
accordance with this resolution will be valid and binding on the Corporation.   

If the opinion with respect to consideration is not provided, this form must be 
signed by all of the stockholders of the Corporation as provided below.         

 Stockholders' Certificate

 Name of Corporation

The undersigned, being all of the stockholders of the guaranteeing Corporation  
named above, hereby approve the guaranties, pledges and endorsements approved by
the Directors of the Corporation as set forth in the resolution on the reverse  
side hereof.                                                                    

CRE-011 5 (3/97)

 Page 2 of 2

EX-10
18th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 18th
 Crestar Financing Statement

Print Or Type All Information 
THE SECURED PARTY DESIRES THIS FINANCING STATEMENT TO BE INDEXED AGAINST THE
RECORD OWNER OF THE REAL ESTATE:
NO (X) YES ( ) NAME OF THE RECORD OWNER:

For collateral located in Maryland: (X) Not Subject to Recordation Tax ( )
Subject to Recordation Tax Principal Amount:

 Number Of Sheets Attached 0

| To: State Corporation Commission
      Uniform Commercial Code Div.
P.O. Box 1197         
Richmond, VA 23209    

 Form For Original Financing Statement And Subsequent Statements

A File Number will be stamped on the Original Financing Statement. The Secured  
Party must place this same number on all subsequent statements. Index numbers of
subsequent statements                                                           

Name & mailing address of all Debtors, trade styles, etc. No other name will 11 
be indexed.                                                                     

(For office use                                                                 
only)                                                                           

Flight international, Inc.                                                      
International Airport                                                           
Newport News/Williamsburg                                                       
Newport News, VA 23602                                                          

Name & Address of Secured Party                                                 

Check the box indicating the kind of statement.                                 
Check only one box.                                                             
ORIGINAL FINANCING STATEMENT                                                  

Name & Address of Assignee                                                      

Crestar Bank                                                                    
Central Credit Operations                                                       
P. O. Box 26202                                                                 
Richmond, VA 23260-6202                                                         

Description of collateral covered by original financing statement All of the    
Owner's rights, now existing or arising in the future, to payment for goods sold
or leased or for services rendered, whether or not earned by performance, and   
whether or not such right to payment is evidenced by an instrument, document or 
chattel paper ("Accounts.), together with all interest of the Owner in goods,   
the sale or lease of which shall have given rise or may give rise to any        
Account, including Notes Receivable and all of the Owner's personal property,   
including things in action, all returned goods, reclaimed and repossessed goods,
chattel paper, documents, instruments and money, including, without limitation, 
resumed and unearned insurance premiums, tax refunds, contract rights, including
but not limited to Government Contract #N00019-96-D-2047 and causes in action of
any kind and nature whatsoever ("General intangibles") and all proceeds and     
products thereof and all substitutions and replacements therefore (as all such  
terms are defined in the Uniform Commercial Code).                              

Products and Proceeds of the collateral are also covered. Space to record an    
amendment, assignment, release of collateral or a statement to cover collateral 
brought into this jurisdiction from another jurisdiction.                       

Describe Real Estate if applicable:                                             

CRE0232 (1 1/96)                                                                
Copies: 3 Distribution: Original and Signed Copy- Filing Location: Signed Copy -
Debtor: Signed Copy - Collateral File                                           

Debtor hereby grants Secured Party a security interest in the above described   
collateral.                                                                     

EX-10
19th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 19th
Flight International, Inc.                                                      

By:    /s/ Wayne M. Richmon   2/2/98                                            
Wayne M. Richmon Date                                           
Executlve Vice President/CFO                                    
--------------------------------                                
Name and title printed or typed                                 

By:                                                                             

Date                                                                            

Name and title printed or typed                                                 

 Signature of Debtor if applicable    signature of Secured Party if applicable

Crestar Bank                                                                    

By: _                                                                           

Jerome F Clark, Vice President                                                  

Date                                                                            

2                                                                               

EX-10
20th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 20th
Crestar Financing Statement                                                     

Print Or Type All Information                                                   

THE SECURED PARTY DESIRES THIS FINANCING STATEMENT TO BE INDEXED AGAINST THE    
RECORD OWNER OF THE REAL ESTATE: NO (x) YES ( ) NAME OF THE RECORD OWNER:       

For collateral located in Maryland: (X) Not Subject to Recordation Tax ( )      
Subject to Recordation Tax Principal Amount:                                    

Number Of Sheets Attached 0                                                     

To: Clerk of Newport News Circuit Court                                         
2501 Huntington Ave.                                                
Newport News, VA 23607                                              

Form For Original Financing Statement And Subsequent Statements A File Number   
will be stamped on the Original Financing Statement. The Secured Party must     
place this same number on ail subsequent statements. Index numbers of subsequent
statements                                                                      

Name & mailing address of all Debtors, trade styles, etc. No other name will be 
indexed.                                                                        

(For office use only                                                            

Flight International, Inc.                                                      
International Airport                                                           
Newport News/VVilliamsburg                                                      
Newport News, VA 23602                                                          

Name & Address of Secured Party                                                 

Check the box indicating the kind of statement.                                 
Check only one box.                                                             
ORIGINAL FINANCING STATEMENT                                                  
CONTINUATION - ORIGINAL STILL EFFECTIVE                                       

Name & Address of Assignee                                                      

Crestar Bank                                                                    
Central Credit Operations                                                       
P. O. Box 26202                                                                 
Richmond, VA 23260-6202                                                         

Description of collateral covered by original financing statement               

All of the Owner's rights, now existing or arising in the future, to payment for
goods sold or leased or for services rendered, whether or not earned by         
performance, and whether or not such right to payment is evidenced by an        
instrument, document or chattel paper ("Accounts") together with all interest of
the Owner in goods, the sale or lease of which shall have given rise or may give
rise to any Account, including Notes Receivable and all of the Owner's personal 
property, including things in action, all returned goods, reclaimed and         
repossessed goods, chattel paper, documents, instruments and money, including,  
without limitation, resumed and unearned insurance premiums, tax refunds,       
contract rights, including but not limited to Government Contract #N0001 9-96-  
D-2047 and causes in action of any kind and nature whatsoever ("General         
Intangibles") and all proceeds and products thereof and all substitutions and   
replacements therefore (as all such terms are defined in the Uniform Commercial 
Code).                                                                          

Products and Proceeds of the collateral are also covered.                       
Space to record an amendment, assignment, release of collateral or a statement  
to cover collateral brought into this jurisdiction from another jurisdiction.   

Describe Real Estate if applicable:                                             

CRE0232 (11/96)                                                                 
Copies 3 Distribution: Original and Signed Copy- Filing Location: Signed Copy - 
Debtor: Signed Copy - Collateral File                                           

1                                                                               

Debtor hereby grants  Secured Party a security  interest in the above  described
collateral.                                                                     

EX-10
21st Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 21st
Flight International, Inc.                                                      

By:    /s/ Wayne M. Richmon     2/2/98                                          
------------------------                                          
Wayne M. Richmon Date                                             

Executive Vice President/CFO Name and title printed or typed                  
-----------------------------                                                   

By:                                                                             

Date                                                                            

Name and title printed or typed                                                 

Signature of Debtor if applicable     Signature of Secured Party if applicable

Crestar Bank                                                                    

By:                                                                             

Jerome F Clark, Vice President                                                  

Date                                                                            

EX-10
22nd Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 22nd
                                                                    EXHIBIT 10.2

Note (Aircraft)                                                                 
Newport News, Virginia                                                          

Date  January 15, 1998                                         $ 1,338,750.00   
 ------------------                                           ------------

FOR VALUE RECEIVED, the undersigned ((hereinafter called the "Borrower") hereby 
promises to pay to the order of Wachovia Bank, N.A.. (hereinafter called the    
"Lender") at its office where borrowed, in immediately available funds of lawful
money of the United States, the sum of One Million Three Hundred Thirty Eight   
Thousand Seven Hundred Fifty and no/100 dollars together with any unpaid        
interest hereon from date of advance, in accordance with the terms contained in 
this Note. The optional provisions applicable to this Note are checked below.   

Repayment:                                                                      
84 Payments of $ 15,937.50 beginning February 15, 1998 and thereafter monthly on
the same day of each successive month                                           

until January 15, 2005                                                          
When the entire  principal  amount then  outstanding  and all accrued but unpaid
interest shall be paid in full.                                                 

Interest:                                                                       

Payable:  in arrears;                                                           

in addition to the payments described above;                                    

Payable at the rate per annum of:                                               
9.25 % Fixed;                                                               

The rate(s) set forth in Schedule 1 attached to this Note and incorporated      
herein by reference;                                                            

In no case shall interest exceed the maximum rate permitted by applicable law.  

Borrower agrees to pay a non-refundable loan fee of $1,400.00                 

If the interest is based upon the Prime Rate, such interest rate will be        
adjusted on: The day the Prime Rate changes; Other Due: On principal payment    
dates; Interest will be calculated on the basis of A year of 360 days and paid  
for the actual number of days elapsed; After demand or maturity (whether by     
acceleration or otherwise), as applicable, interest on any unpaid balance hereof
shall be payable on demand at a rate per annum equal lo the greater of 150% of  
the Prime Rate, or 2% above the rate applicable prior to demand or maturity,    
adjusted for any changes in the Prime Rate as of the day such Prime Rate        
changes, not to exceed the maximum rate permitted by applicable law.            

To the extant not prohibited by law, a late charge of four percent (4%) or the  
applicable statutory maximum, whichever is greater, shall be assessed on any    
payment remaining past due for fifteen (15) days or more unless interest on this
Note is payable in advance, in which case such period shall instead be thirty   
(30) days or more; provided, however, that if any applicable statute allows a   
shorter minimum time period for the imposition of a late charge, such shorter   
time period shall prevail.                                                      

As used herein, "Prime Rate. refers to that interest rate so denominated and set
by the Lender from time to time as an interest rate basis for borrowings. The   
Prime Rate is one of several interest rate bases used by the Lender. The Lender 
lends at interest rates above and below the Prime Rate.                         

All payments on this Note shall be applied first to accrued interest, then to   
principal, and than to late charges.                                            

The terms and conditions in a Aircraft Loan and Security Agreement dated January
15, 1998 between the parties hereto, as the same may be amended from time to    
time, shall be considered a part hereof to the same extent as if written herein.

The terms and conditions m a Commitment Letter dated January 8, 1998 from the   
Lender to the Borrower. as the same may be amended, extended or replaced from   
time to time, shall be considered a part hereof to the same extent as if written
herein.                                                                         

No waiver by the Lender of any default shall be effective unless in writing nor 
operate as a waiver of any other default on a past or future occasion. To the   
extent not prohibited by law, the Borrower hereby grants to the Lender a        
security interest in and security title to and does hereby assign. pledge,      
transfer and convey to Lender (i) all property of the Borrower of every kind or 
description now or hereafter in the possession or control of the Lender,        
exclusive of any such property in the possession or control of the Lender as a  
fiduciary other than as agent, for any reason including, without limitation, all
cash, stock or other dividends and all proceeds thereof, and all rights to      
subscribe for securities incident thereto and any substitutions or replacements 
for, or other rights in connection with, any of such collateral and (ii) any    
balance or deposit accounts of the Borrower, whether such accounts be general or
special, or individual or multiple party, and upon all drafts, notes, or other  
hems deposited for collection or presented for payment by the Borrower with the 
Lender, exclusive of any such property in the possession or control of the      
Lender as a fiduciary other than as agent, and the Lender may at any time,      
without demand or notice, appropriate and apply any of such to the payment of   
any indebtedness, obligations and liabilities of the Borrower to the Lender, now

EX-10
23rd Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 23rd
existing or hereafter incurred or arising (hereinafter sometimes referred to as 
the "Obligations"), except for indebtedness, obligations and liabilities owing  
to Lender that constitute (a) consumer credit as defined in Federal Reserve     
Board Regulation Z or (b) non-consumer credit if under applicable state law the 
maximum interest rare for such credit is reduced when secured (herein           
collectively referred to as "Restricted Debt"). All parties to this Note,       
including the makers, endorsers, sureties and guarantors, whether bound by this 
or by separate instrument or agreement, shall be jointly and severally liable   
for the indebtedness evidenced by this Note and hereby (1) waive presentment for
payment, demand, protest, and any and all other notices and demands whatsoever; 
(2) consent that at any time, or from time to time, payment of any sum payable  
under this Note may be extended without notice, whether for a definite or       
indefinite time; and (3) agree to remain until the indebtedness evidenced hereby
hereby in full irrespective of any extension,modification, -- renewal. No       
conduct of the holder shall be deemed a waiver or release of such liability,    
unless the holder expressly releases such party in writing. Upon (i) any failure
of any Obligor (which term shall include the Borrower and each endorser, surety 
or guarantor of this Note) to pay any of the Obligations when due or to observe 
or perform any agreement, covenant or promise hereunder or in any other         
agreement, note, instrument or certificate of any Obligor to the Lender, now    
existing or hereafter executed in connection with any of the Obligations,       
including, but not limited to, a loan agreement, if applicable, and any         
agreement guaranteeing payment of any of the Obligations; (ii) any default of   
any Obligor in the payment or performance of any other liabilities, indebtedness
or obligations to Lender or any other creditor or to allow or permit any other  
liabilities, indebtedness or obligations to Lender or any other creditor to be  
accelerated; (iii) any failure of any Obligor to furnish Lender current         
financial information upon request; (iv) any failure of any person to observe or
perform any agreement, covenant or promise contained in any agreement,          
instrument or certificate executed in connection with the granting of a security
interest in property to secure the Obligations or any guaranty securing the     
Obligations; (v) any warranty, representation or statement made or furnished to 
the Lender by or on behalf of any Obligor in connection w ith the extension of  
credit evidenced by this Note proving to have been false in any material respect
when made or furnished: (vi) the dissolution, change of control, termination of 
existence, insolvency, business failure or appointment of a receiver of any part
of the property of, assignment for the benefit of creditors by, or the          
commencement of any proceeding under any bankruptcy or insolvency laws, state or
federal, by or against, the Borrower or any other Obligor; (vii) any            
discontinuance or termination of any guaranty of any of the Obligations by a    
guarantor; or (viii) the Lender deeming itself insecure, thereupon, or at any   
time thereafter, to the extent permitted by law, the Lender at its option may   
terminate any obligation to extend any additional credit or make any other      
financial accommodation to the Borrower and/or may declare all of the           
Obligations to be immediately due and payable. If any Obligation (including but 
not limited to the Note) is a demand instrument, the statement of a maturity    
date, the requirement for the payment of periodic interest or the recitation of 
defaults and the right of Lender to declare any Obligation due and payable shall
not constitute an election by Lender to waive its right to demand payment under 
a demand at any time and in any event as Lender in its sole discretion may deem 
appropriate. The Borrower shall pay to the holder on demand all expenses,       
including reasonable attorneys' fees and expenses of legal counsel, incurred by 
the holder in any way arising from or relating to the enforcement or attempted  
enforcement of the Note and any related guaranty, collateral document or other  
document and the collection, whether by litigation or otherwise, of the Note.   
Time is of the essence.                                                         

Borrower acknowledges that Lender may reproduce (by electronic means or         
otherwise) any of the documents evidencing and/or securing the Obligations and  
thereafter may destroy the original documents. Borrower does hereby agree that  
any document so reproduced shall be and remain the binding obligation of        
Borrower, enforceable and admissible in evidence against it to the same extent  
as if the original documents had not been destroyed.                            

This Note, and the rights and obligations of the parties hereunder, shall be    
governed and construed in accordance with the laws of the State of Georgia. All 
prior agreements to the extent inconsistent with the terms of this Note shall be
construed in accordance with the provisions hereof.                             

IN WITNESS WHEREOF, the Borrower has executed this Note under seal the day and  
year set forth above.                                                           

(Individual                                                                     

[Corporate Seal]                                                                

Flight International, Inc.                                                      

By /s/ David E. Sandlin                                                         
--------------------                                                    
David E, Sandlin                                                                
Title President                                                                 

(SEAL)                                                                          

(SEAL)                                                                          

(SEAL)                                                                          

55535AS (New l0/24/97)                                                          
Wachovia Bank. N.A.                                                             

EX-10
24th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 24th
Guaranty Agreement                                                              

WACHOVIA                                                                        

WHEREAS, the undersigned has requested Wachovia Bank, N.A.(herein called the    
"Lender") to extend credit or make certain financial accommodations to Flight   
International, Inc. (herein called the "Borrower") or to renew or extend, in    
whole or in part, existing indebtedness or financial accommodations of the      
Borrower to the Lender, and the Lender has extended credit or extended or       
renewed existing indebtedness or made financial accommodations and/or may in the
future extend credit or extend or renew existing indebtedness or make certain   
financial accommodations by reason of such request and in reliance upon this    
guaranty;                                                                       

NOW, THEREFORE, in consideration of such credit extended or renewed and/or to be
extended or renewed or such financial accommodations made or to be made in its  
discretion by the Lender to the Borrower (whether to the same, greater or lesser
extent than any limit, if applicable, of this guaranty), in consideration of One
Dollar ($1.00) and other good and valuable consideration, the receipt and       
sufficiency of which is acknowledged, the undersigned hereby unconditionally    
guarantees to the Lender and its successors, endorsees, transferees and assigns,
the punctual payment when due, whether by acceleration or otherwise, and at all 
times thereafter of (a) all debts, liabilities and obligations whatsoever of the
Borrower to the Lender, now existing or hereafter coming into existence, whether
joint or several, whether created directly or acquired by endorsement,          
assignment or otherwise, whether absolute or contingent, secured or unsecured,  
due or not due, including but not being limited to notes, checks, drafts,       
credits, advances and obligations to reimburse draws against letters of credit; 
(b) accrued but unpaid interest on such debts, liabilities and obligations,     
whether accruing before or after any maturity(ies) thereof; and (c) all         
expenses, including reasonable attorneys' fees and expenses of legal counsel    
incurred by Lender if any such debts, liabilities or obligations of the Borrower
are collected or the liability of the undersigned hereunder enforced, by or     
through any attorney at law (all of (a), (b) and (c) being hereinafter referred 
to as the "Obligations"). References herein to Borrower shall be deemed to      
include any successor corporations to Borrower, if Borrower is a corporation, or
any reconstituted partnerships of Borrower, if Borrower is a partnership.       

The undersigned consents that, at any time, and from time to time, either with  
or without consideration, the whole or any part of any security now or hereafter
held for any Obligations may be substituted, exchanged, compromised, impaired,  
released, or surrendered with or without consideration; the time or place of    
payment of any Obligations or of any security thereof may be changed or         
extended, in whole or in part, to a time certain or otherwise, and may be       
renewed or accelerated, in whole or in part; the Borrower may be granted        
indulgences generally; any of the provisions of any note or other instrument    
evidencing any Obligations or any security therefor may be modified or waived;  
any party liable for the payment thereof (including but not being limited to any
co-guarantor) may be granted indulgences or released; neither the death,        
termination of existence, bankruptcy, incapacity, lack of authority nor         
disability of the Borrower or any one or more of the guarantors, including any  
of the undersigned, shall affect the continuing obligation of any other         
guarantor, including any of the undersigned, and that no claim need be asserted 
against the personal representative, guardian, custodian, trustee or debtor in  
bankruptcy or receiver of any deceased, incompetent, bankrupt or insolvent      
guarantor; any deposit balance to the credit of the Borrower or any other party 
liable for the payment of the Obligations or liable upon any security therefor  
may be released, in whole or in part, at, before and/or after the stated,       
extended or accelerated maturity of any Obligations; and the Lender may release,
discharge, compromise or enter into any accord and satisfaction with respect to 
any collateral for the Obligations, or the liability of the Borrower or any of  
the undersigned, or any liability of any other person primarily or secondarily  
liable on any of the Obligations, all without notice to or further assent by the
undersigned, who shall remain bound hereon, notwithstanding any such exchange,  
compromise, surrender, extension, renewal, acceleration, modification,          
indulgence, release, discharge or accord and satisfaction.                      

Without limiting any of the foregoing, in the event of incompetency, or         
dissolution of the Borrower, or should the Borrower become insolvent (as defined
by the Uniform Commercial Code as in effect for the State of Georgia            
(hereinafter referred to as the "Governing Jurisdiction"), or if a petition in  
bankruptcy be filed by or against the Borrower, or if a receiver be appointed   
for any part of the property or assets of the Borrower, or if any final judgment
for money damages be entered against the Borrower in a court of competent       
jurisdiction and remain unsatisfied for a period of thirty (30) days or more, or
if the Lender shall deem itself insecure with respect to the Obligations and    
whether or not such event occurs at a time when any of such Obligations are     
otherwise due and payable, the undersigned agrees to pay to the Lender upon     
demand the full amount which would be payable hereunder by the undersigned if   
ail such Obligations were then due and payable.                                 

The undersigned expressly waives: (a) notice of acceptance of this guaranty and 
of all extensions or renewals of credit or other financial accommodations to the
Borrower; (b) presentment and demand for payment of any of the Obligations; (c) 
protest and notice of dishonor or of default to the undersigned or to any other 
party with respect to any of the Obligations or with respect to any security    
therefor; (d) any invalidity or disability in whole or in part at the time of   
the acceptance of, or at any time with respect to, any security for the         
Obligations or with r espect to any party primarily or secondarily liable for   
the payment of the Obligations to the Lender, (e) the fact that any security for
the Obligations may at any time or from time to time be in default or be        
inaccurately estimated or may deteriorate in value for any cause whatsoever; (f)
any diligence in the creation or perfection of a security interest or collection
or protection of or realization upon the Obligations or any security therefor,  
any liability hereunder, or any party primarily or secondarily liable for the   
Obligations or any lack of commercial reasonableness in dealing with any        
security for the Obligations; (g) any duty or obligation on the part of the     
Lender to ascertain the extent or nature of any security for the Obligations, or
any insurance or other rights respecting such security, or the liability of any 
party primarily or secondarily liable for the Obligations, or to take any steps 
or action to safeguard, protect, handle, obtain or convey information           
respecting, or otherwise follow in any manner, any such security, insurance or  
other rights; (h) any duty or obligation on the Lender to proceed to collect the
Obligations from, or to commence an action against, the Borrower, any other     
guarantor, or any other person, or to resort to any security or to any balance  
of any deposit account or credit on the books of the Lender in favor of the     
Borrower or any other person, despite any notice or request of the undersigned  
to do so; (i) to the extent not prohibited by law, the right to assert any of   
the benefits under any statute providing appraisal or other rights which may    
reduce or prohibit any deficiency judgments in any foreclosure or other action; 
(j) all other notices to which the undersigned might otherwise be entitled; (k) 
demand for payment under this guaranty; (1) any rights of the undersigned       
pursuant to Of ficial Code of Georgia Section 10-7-24 or any similar or         
subsequent law.                                                                 

EX-10
25th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 25th
This is a guaranty of payment and not of collection. The liability of the       
undersigned on this guaranty shall be continuing, direct and immediate and not  
conditional or contingent upon either the pursuit of any remedies against the   
Borrower or any other person or foreclosure of any security interests or liens  
available to the Lender,  its successors,  endorsees or assigns.  The Lender may
accept any payment(s),  plan for adjustment of debts, plan for reorganization or
liquidation,  or plan of composition or extension  proposed by, or on behalf of,
the Borrower or any other guarantor without in any way affecting or discharging 

55560VS (New 10/24197) Wachovia Bank, NA.                                   

EX-10
26th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 26th
the liability of the undersigned hereunder. If the Obligations arc partially    
paid, the undersigned shall remain liable for any balance of such Obligations.  
This guaranty shall be revived and reinstated in the eve nt that any payment    
received by Lender on any obligation is required to be repaid or rescinded under
present or future federal or state law or regulation relating to bankruptcy,    
insolvency or other relief of debtors. The undersigned agrees to furnish        
promptly to the Lender annual financial statements and such other current       
financial information as the Lender may reasonably request from time to time.   

The undersigned expressly represents and acknowledges that loans and other      
financial accommodations by the Lender to the Borrower are and will be to the   
direct interest and advantage of the undersigned.                               

The Lender may, without notice of any kind, sell, assign or transfer all or any 
of the Obligations, and in such event each and every immediate and successive   
assignee, transferee, or holder of all or any of the Obligations shall have the 
right to enforce this guaranty, by suit or otherwise, for the benefit of such   
assignee, transferee or holder, as fully as if such assignee, transferee or     
holder were herein by name specifically given such rights, powers and benefits, 
but the Lender shall have an unimpaired right, prior and superior to that of any
such assignee, transferee or holder, to enforce this guaranty for the benefit of
the Lender, as to so much of the Obligations as it has not sold, assigned or    
transferred.                                                                    

No delay or failure on the part of the Lender in the exercise of any right or   
remedy shall operate as a waiver thereof, and no single or partial exercise by  
the Lender of any right or remedy shall preclude other or further exercise of   
any other right or remedy.                                                      

For the purpose of this guaranty, the Obligations shall include all debts,      
liabilities and obligations of the Borrower to the Lender, notwithstanding any  
right or power of the Borrower or anyone else to assert any claim or defense as 
to the invalidity or unenforceability thereof, and no such claim or defense     
shall impair or affect the obligations and liabilities of the undersigned       
hereunder. Without limiting the generality of the foregoing, if the Borrower is 
a corporation, partnership, joint venture, trust or other form of business      
organization, this guaranty covers all Obligations purporting to be made in     
behalf of such organization by any officer or agent of the same, without regard 
to the actual authority of such officer or agent. The term "corporation" shall  
include associations of all kinds and all purported corporations, whether or not
correctly and legally chartered and organized.                                  

To the extent not prohibited by law, the undersigned hereby grants to the Lender
a security interest in and security title to and hereby assigns, pledges,       
transfers and conveys to Lender (i) all property of the undersigned of every    
kind or description now or hereafter in the possession or control of the Lender,
exclusive of any such property in the possession or control of the Lender as a  
fiduciary other than as agent, for any reason including, without limitation, all
cash, stock or other dividends and all proceeds thereof, and all rights to      
subscribe for securities incident thereto and any substitutions or replacements 
therefor and (ii) any balance or deposit accounts of the undersigned, whether   
such accounts be general or special, or individual or multiple party, and upon  
all drafts, notes, or other items deposited for collection or presented for     
payment by the undersigned with the Lender, exclusive of any such property in   
the possession or control of the Lender as a fiduciary other than as agent, and 
the Lender may at any time, without demand or notice, appropriate and apply any 
of such to the payment of any of the Obligations, whether or not due, except for
other indebtedness, obligations and liabilities owing to Lender that constitute 
(a) consumer credit as defined in Federal Reserve Board Regulation Z or (b)     
non-consumer credit if under applicable state law the maximum interest rate for 
such credit is reduced when secured.                                            

Any amount received by the Lender from whatever source and applied by it toward 
the payment of the Obligations shall be applied in such order of application as 
the Lender may from time to time elect.                                         

This guaranty shall bind and inure to the benefit of the Lender, its successors 
and assigns, and likewise shall bind and inure to the benefit of the            
undersigned, their heirs, executors, administrators, successors and assigns. If 
more than one person shall execute this guaranty or a similar, contemporaneous  
guaranty, the term "undersigned," shall mean, as used herein, all parties       
executing this guaranty and such similar guaranties and all such parties shall  
be liable, jointly and severally, one with the other and with the Borrower, for 
each of the undertakings, agreements, obligations, covenants and liabilities    
provided for herein with respect to the undersigned. This guaranty contains the 
entire agreement and there is no understanding that any other person shall      
execute this or a similar guaranty. Furthermore, no course of dealing between   
the parties, no usage of trade, and no parole or extrinsic evidence shall be    
used to supplement or modify any terms of this guaranty; nor are there any      
conditions to the complete effectiveness of this guaranty.                      

This guaranty shall be deemed accepted by Lender in the Governing Jurisdiction. 
The parties agree that this guaranty shall be deemed, made, delivered, performed
and accepted by Lender in the Governing Jurisdiction and shall be governed by   
the laws of the Governing Jurisdiction. Wherever possible each provision of this
guaranty shall be interpreted in such manner as to be effective and valid under 
applicable law, but if any provisions of this guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of    
such prohibition or invalidity, without invalidating the remainder of such      
provision or the remaining provisions of this guaranty.                         

The undersigned (a) submits to personal jurisdiction in the Governing           
Jurisdiction, the courts thereof and any United States District Court sitting   
therein, for the enforcement of this guaranty, (a) waives any and all personal  
rights under the law of any jurisdiction to object on any basis (including,     
without limitation, inconvenience of forum) to jurisdiction or venue within the 
Governing Jurisdiction, for the purpose of litigation to enforce this guaranty, 
and (c) agrees that service of process may be made upon the undersigned by first
class postage prepaid mail, addressed to the undersigned at the latest address  
of the undersigned known to the Lender (or at such other address as the         
undersigned may specify for the purpose by notice to the Lender). Nothing herein
contained, however, shall prevent the Lender from bringing any action or        
exercising any rights against any security and against the Borrower personally, 
and against any assets of the Borrower, within any other state or jurisdiction. 

Guarantor acknowledges that Lender may reproduce (by electronic means or        
otherwise) any of the documents evidencing and/or securing the Obligations and  
thereafter may destroy the original documents. Guarantor does hereby agree that 
any document so reproduced shall be and remain the binding obligation of        
Guarantor, enforceable and admissible in evidence against it to the same extent 
as if the original documents had not been destroyed.                            

EX-10
27th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 27th
This guaranty shall remain in full force and effect as to each of the           
undersigned unless and until terminated as to one or more of the undersigned by 
notice to that effect actually received by the Lender, by registered mail,      
addressed to Lender at 100 North Main Street, Winston-Salem, North Carolina     
27101, but no such notice shall affect or impair the liabilities hereunder of   
such of the undersigned who gives or on whose behalf is given any such notice   
for the Obligations                                                             

EX-10
28th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 28th
existing at the date of receipt by the Lender of such notice, any renewals,     
modifications, or extensions thereof (whether made before or after such notice  
is received), any interest thereon, or any costs or expenses, including without 
limitation, attorneys' fees incurred in the collection thereof or any future    
advances made by Lender to Borrower as required or permitted pursuant to the    
terms of the instruments, documents or agreements evidencing or providing for   
the Obligations. Any such notice of termination by or on behalf of any of the   
undersigned shall affect only that person and shall not affect or impair the    
liabilities and obligations hereunder of any other person.                      

The undersigned hereby expressly waives, for Lender's benefit and the benefit of
the Borrower and any other guarantor, maker or endorser of the Obligations any  
and all claims or actions against the Borrower, any other guarantor, maker or   
endorser of the Obligations and any and all rights of recourse against any      
property or assets of the Borrower, any other guarantor, maker or endorser of   
the Obligations (including without limitation any security for the Obligations) 
arising out of or related to any payment made by the undersigned under this     
guaranty, including, without limitation, any claim of the undersigned for       
subrogation, reimbursement, exoneration, contribution or indemnity that the     
undersigned may have against the Borrower, any other guarantor, maker or        
endorser of the Obligations and any benefit of, and any other right to          
participate in, any security for the Obligations or any guaranty of the         
Obligations now or hereafter held by Lender. The waiver contained in this       
paragraph shall continue and survive after the termination of this guaranty and 
the payment of the Obligations.                                                 

The terms and provisions of any addendum attached hereto are incorporated herein
by reference and made a part hereof.                                            

IN WITNESS WHEREOF, each of the undersigned has executed this guaranty under    
seal this 15th day of January , 1998                                            

/s/ David E. Sandlin                                                            
---------------------                                                           
David E. Sandlin                                                                

                                                      y:

                                                     Title

                                                      (SEAL)

                                                      (SEAL)

                                                      (SEAL)

55560VS (New 10/24/97)                                                          
Wachovia Bank, N. A.                                                            

EX-10
29th Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 29th
ADDENDUM TO GUARANTY
 AGREEMENT

This document, upon its acceptance below by WACHOVIA BANK, N.A.       
(hereinafter referred to as the "Bank"), shall constitute an addendum to the    
Guaranty Agreement, dated January 15, 1998 (herein referred to as the "Guaranty 
Agreement") from DAVID E. SANDLIN (herein referred to as the "Guarantor") which 
provides for the guaranty by Guarantor of the Obligations of Flight             
International, Inc. (herein referred to as "Borrower") to Bank, and shall be    
incorporated in the Guaranty Agreement by reference and made a part thereof. All
capitalized terms used in this Addendum which are defined in the Guaranty       
Agreement shall have the meanings given such terms in the Guaranty Agreement.   

Notwithstanding any contrary provision of the Guaranty Agreement, the 
liability of the Guarantor under the Guaranty Agreement for the Obligations of  
the Borrower shall be limited to the principal and interest of that certain     
promissory note dated January 15, 1998, payable to the Bank, in the original    
principal amount of $1,338,750, and any renewals or extensions thereof (the     
"Note"), plus (a) reasonable attorneys' fees if such note is collected, or the  
liability of the Guarantor under the Guaranty Agreement is enforced, by or      
through any attorney-at-law and (b) the Obligations of the Borrower under any   
collateral documents securing such promissory note.                             

  Notwithstanding any contrary provision of the Guaranty Agreement, in the
event Borrower shall default in the prompt payment of a monthly payment of      
principal and interest, Bank agrees to refrain and forbear from enforcing       
Guarantor's obligations under the Guaranty for a period of six months from the  
date Bank notifies Guarantor of such default (the "Forbearance Period"),        
provided and so long as each of the conditions to forbearance set forth below is
fully and promptly satisfied.                                                   

 1. Guarantor pays (i) within fifteen days of notice of such default the
monthly payments of principal, interest and fees that is past due and caused the
default of the Obligations (whether or not Bank has exercised its acceleration  
right under the Note) and (ii) continues to promptly pay an amount equal to     
principal and interest which is or would have been due on the fifteenth day of  
each month during the Forbearance Period (whether or not Bank has exercised its 
acceleration right under the Note).                                             

     2. No other default shall occur or exist under the Obligations or under any
security agreement or collateral documents securing the Obligations.            

ATL LEGAL\11101                                                                 

EX-10
Last Page of 30
TOC
1st
Previous
Next
↓Bottom
Just 30th
WITNESS:                                                                        

ATL LEGAL\I1101.                                                                

   In the event that any one or more of the forbearance conditions set forth
above are not satisfied Bank's agreement to forbear as set forth above shall    
immediately terminate and Bank may then enforce any and all of Guarantor's      
obligations under the Guaranty.                                                 

Guarantor understands and agrees that Bank shall be only required to  
provide one Forbearance Period as described above and in the event the default  
which caused the above described forbearance provisions to be effective shall be
cured, Bank shall not be required to refrain and forbear from enforcing         
Guarantor's obligations under the Guaranty should any subsequent monthly payment
default exist.                                                                  

This 15th day of January 1998.                                                  

/s/ David E. Sandlin                                                            
-----------------------                                                         
DAVID E. SANDLIN                                                                

Accepted                                                                        

WACHOVIA BANK, N.A.                                                             

By:                                                                             
Title:                                                                          

( SEAL)                                                                         

Dates Referenced Herein

				Referenced-On Page
This ‘10QSB’ Filing		Date		First		Last			Other Filings
		1/15/05		22					None on these Dates
Filed on:		3/17/98
		3/1/98		1
		2/15/98		22
		2/2/98		1		12
For Period End:		1/31/98
		1/15/98		22		29
		1/8/98		22
									List all Filings