<PAGE>   1
                         HELLER SMALL BUSINESS FINANCE
                                 A DIVISION OF
                             HELLER FINANCIAL, INC.


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

Ladies and Gentlemen:

The following shall constitute the terms upon which Heller Financial, Inc.
("Heller") shall act as your sole factor:

SECTION 1.  DEFINITIONS

1.1     "Accounts" - All presently existing and hereafter created accounts,
        contract rights and general intangibles relating thereto, notes, drafts
        and other forms of obligations owed to or owned by Client arising or
        resulting from the sale of goods or the rendering of services, all
        proceeds thereof, all guaranties and security therefor, and all goods
        and rights represented thereby or arising therefrom including, but not
        limited to, the right of stoppage in transit, replevin and reclamation.


1.2     "Account Debtor" - the person, firm, corporation or other entity that
        is obligated to make payment on an Account.

1.3     "Client" - the addressee of this letter agreement.

1.4     "Collection Date" - one (1) business day after Heller receives notice
        of receipt of payment of the Account into the Heller lockbox.

1.5     "Dispute" - A dispute or claim, bona fide or otherwise, as to price,
        terms, quantity, quality or any cause or defense to payment whatsoever.

1.6     "Funding Date" - the date that Heller remits funds to Client against a
        purchased Account.

1.7     "Interest Rate" - A rate per annum equal to the rate of interest
        publicly announced from time to time by First National Bank of Chicago
        as its prime, base or equivalent rate plus the interest add-on set
        forth on Schedule I.

1.8     "Obligations" - All advances, debts, liabilities, obligations, covenants
        and duties owing by Client to Heller, direct or indirect, absolute or
        contingent, due or to become due, now existing or hereafter arising,
        including, without limitation, invoices for goods or services purchased
        by Client from any company whose accounts are factored or financed by
        Heller and indebtedness arising under any guaranty made by Client or
        issued by Heller on Client's behalf.

1.9     "Reserve" - the unpaid portion of the purchase price.

SECTION 2.  PURCHASE AND PAYMENT

2.1     Client may, from time to time, sell, assign and transfer to Heller and
Heller shall purchase from Client certain of Client's Accounts which are
acceptable to Heller in its sole discretion. Heller shall have no obligation to
purchase any Account and all purchases shall be on a full recourse basis. In
the event Heller does not purchase certain of Client's otherwise eligible
Accounts relating to US Government Contract No. N00019-96-D-2047 in its sole
discretion, then (i) Client shall not be liable for

Client's Initials: /s/ DS             Page 1 of 8      Heller's Initials: /s/ KA
                   -------                                                ------


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        the unpaid balance of the Minimum Fee referenced in Schedule 1 attached
        hereto, and (ii) without diminishing Heller's rights herein, Client
        shall have the right thereupon to terminate this Agreement upon payment
        in full of all Obligations owing to Heller and upon which all collateral
        security provided to Heller shall be released. 

2.2     All Accounts sold to Heller hereunder shall be delivered to Heller 
        together with a form of assignment acceptable to Heller.

2.3     Heller will pay to Client as the purchase price thereof an amount equal
        to the face amount of the Account less any applicable discount, fees and
        interest due to Heller as set forth in this Agreement and Schedule I.

2.4     At the time Heller purchases each Account or thereafter Heller may,
        upon Client's request and at Heller's sole discretion, advance to Client
        up to the Advance Percentage set forth on Schedule I of the face amount
        of such Account. The balance of the purchase price will, subject to
        the Reserve requirements set forth herein, be available to Client one
        business day after the Collection Date.

SECTION 3.      FEES AND CHARGES

3.1     The computation of the discount fee and/or interest due pursuant to
        Schedule I shall be based on the number of days from Funding Date to
        Collection Date.

3.2     Client will pay to Heller all fees and interest listed on Schedule I
        and Client will reimburse Heller for exchanges on checks, charges for
        returned items and all other bank charges. Client will also pay all 
        miscellaneous charges incurred by Heller as a result of Client requests.
        Heller may, at its option, charge Client's account for all amounts
        owing by Client to Heller under this Agreement and all other
        Obligations.

3.3     In the event that Heller receives payment with respect to an Account
        that (i) was not purchased by Heller hereunder or (ii) purchased but 
        not funded by Heller hereunder, Heller may endorse and deposit such
        payment and the amount collected, less an account administration fee
        as set forth on Schedule I, will be made available to Client one 
        business day after the Collection Date. Heller reserves its right to
        defer the availability of such payments until Heller receives notice of
        check clearance. Client acknowledges and agrees that Heller shall have
        no obligation or liability with respect to such collections or the 
        underlying Accounts other than a duty to turn over to Client the amount
        collected.

3.4     Heller shall have the right to apply all monies received by Heller in
        satisfaction of Client's Obligations to Heller, including collections
        received on Accounts not purchased or purchased but not funded
        hereunder. 

3.5     Client will pay interest on the daily balance of all monies remitted,
        paid or otherwise advanced to Client or for Client's account, net of
        all payments received. Interest will be calculated daily at a rate per
        annum equal to the rate in Schedule I and will be charged to Client's 
        account monthly, in arrears, on the last business day of the month. The 
        Interest Rate listed in Schedule I will also be charged to Client on all
        other indebtedness due by Client to Heller under this Agreement and on
        all Obligations, except those specifying a different rate, from the date
        incurred through the date paid. Any publicly announced decrease or
        increase in Prime Rate shall result in an adjustment to the Interest
        Rate on the next business day. Interest shall be calculated on the basis
        of a 360-day year for the actual number of days elapsed. In no event
        shall the Interest Rate exceed the maximum rate permitted by applicable
        law and in the event excess interest is paid, it shall be considered a
        repayment of the principal.


Client's Initials: /s/ DS     Page 2 of 8           Heller's Initials: /s/ KA
                      ----                                                ----
  
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SECTION 4.  Representations, Warranties and Covenants

4.1     Client represents, warrants and covenants as to each Account sold and
        assigned hereunder that, at the time of its assignment, the Account is a
        valid, bona fide account, representing an undisputed indebtedness
        incurred by the named account debtor for goods actually sold and
        delivered or for services completely rendered; there are no setoffs,
        offsets or counterclaims, genuine or otherwise, against the Account; the
        Account does not represent a sale to a parent, subsidiary or affiliate
        or a consignment, sale or return or a bill and hold transaction; no
        agreement exists permitting any deduction or discount (other than the
        discount stated on the invoice); Client is the lawful owner of the
        Account and has the right to sell and assign the same to Heller; the
        Account is free of all security interests, liens and encumbrances other
        than those in Heller's favor, and the Account is due and payable in
        accordance with its terms which shall in no event exceed net 30 days
        from invoice date; to the best knowledge of Client, the Account Debtor
        is solvent and will be able to pay the Account in accordance with its
        terms.

4.2     Client represents, warrants and covenants that all information conveyed
        to Heller or a broker, consultant, accountant or other person or entity
        who referred Client to Heller, is true and accurate as of the date such
        information was conveyed, including all information in any credit
        application. Client agrees that it will immediately notify Heller of any
        material change in any such information, financial or otherwise.

4.3     Client shall not grant or suffer to exist any lien upon or security
        interest in its inventory in favor of any party other than Heller
        without Heller's prior written consent.

4.4     Client is duly incorporated and in good standing under the laws of the
        State set forth on Schedule I and qualified in all States where such
        qualification is required; the execution, delivery and performance of
        this Agreement have been duly authorized and are not in contravention of
        any applicable law, its corporate charter or by-laws or any agreement or
        order by which it is bound.

4.5     Client shall not change its corporate name or the location of its office
        or open any new offices without giving Heller at least thirty (30) days
        prior written notice. At the present time, Client carries on business
        only at the above address and the addresses set forth on Schedule I.

4.6     All books and records pertaining to the Accounts or to any inventory
        owned by Client shall be maintained solely and exclusively at the above
        address or the addresses set forth on Schedule I and no such books and
        records shall be moved or transferred without giving Heller thirty (30)
        days prior written notice.

4.7     Client shall not sell, lease, transfer or otherwise dispose of all or
        substantially all of its property or assets, or consolidate with or
        merge into or with any corporation or entity without Heller's prior
        written consent.

4.8     After Heller's request, Client shall hold all returned, replevined or
        reclaimed goods coming into Client's possession in trust for Heller and
        all such goods shall be segregated and identified as held in trust for
        Heller's benefit and Client shall, at Heller's request, and at Client's
        expense, deliver such goods to such place or places as Heller may
        designate.


4.9     The tradenames or styles set forth on Schedule I are the only tradenames
        or styles under which Client transacts business; Accounts sold to Heller
        hereunder and represented by invoices bearing such tradenames or styles
        are wholly owned by Client; the undertakings, representations and
        warranties made in connection


Client's Initials:  /s/ DS                           Heller's Initials:  /s/ KA
                       ----                                                 ----
 

                                  Page 3 of 8
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        therewith shall be identical to and of the same force and effect as
        those made with respect to invoices bearing Client's corporate name.

4.10    Client may issue, grant or allow discounts, credits and allowances and
        Client may accept returns in Client's ordinary course of business until
        Heller notifies Client to the contrary. Discounts, credits or allowances
        once issued may be claimed only by the Account Debtor.

SECTION 5.  DISPUTES, CHARGEBACKS AND RESERVES

5.1     With respect to any Account, upon (i) the occurrence of a breach of any
        of the representations or warranties contained in Section 4.1; (ii) the
        assertion by an Account Debtor of a Dispute; (iii) the Account becoming
        90 days past invoice date or (iv) the Account becoming unacceptable to
        Heller for credit reasons, Heller may charge back such Account to Client
        and Client shall repay to Heller the face amount of such Account;
        Client's repayment shall be deemed a collection for the purpose of the
        Reserve.

5.2     Client shall notify Heller immediately in the event that a customer
        alleges any Dispute, or returns or desires to return any goods purchased
        from Client. 

5.3     Heller shall have the right to charge back to Client any payment which
        Heller receives with respect to an Account if such payment is (i)
        subsequently disgorged by Heller, whether as a result of any proceeding
        in bankruptcy or otherwise or (ii) returned due to non-sufficient funds
        or otherwise. Upon the charge back of a payment, the Account may be
        reinstated as of the original purchase date.

5.4     A charge back shall not constitute a resale to Client of said Account;
        however, upon payment by Client to Heller of all monies due with respect
        to such charged back Account, title thereto shall revert to Client,
        subject, however, to Heller's security interest therein. Client agrees
        to indemnify and save Heller harmless from and against any and all loss,
        costs and expenses caused by or arising out of Accounts and the proceeds
        thereof, including, but not limited to, collection expenses and
        attorney's fees incurred with respect thereto. 

5.5     The aggregate of all Reserves held by Heller shall, at all times, equal
        or exceed the Required Percentage Reserve set forth on Schedule I of
        Accounts outstanding. If the amount of the Reserves falls below such
        amount, Heller may augment the Reserves by withholding payments that
        would otherwise be made to Client under Section 2.4 hereof.

SECTION 6.  ADMINISTRATION

6.1     (a)  At the time Client sells an Account to Heller, Client shall execute
        and deliver to Heller an assignment schedule together with (i) the
        original and one copy of each invoice, (ii) acceptable evidence of
        shipment and/or services fully performed and (iii) upon Heller's
        request, such other documentation and proofs of delivery as Heller may
        require. Each invoice shall bear a notice, in form satisfactory to
        Heller, that it has been sold and assigned to and is payable only to
        Heller. Heller will mail the original invoice to the Account Debtor.
        Client agrees to execute and deliver to Heller such further instruments
        of assignment, financing statements and instruments of further assurance
        as Heller may reasonably require. Client authorizes Heller to execute on
        Client's behalf and file such UCC financing statements as Heller may
        deem necessary in order to perfect and maintain the security interests
        granted by Client in accordance with this and any other agreement
        between Client and Heller, and Client further agrees that Heller may
        file this Agreement or a copy thereof as such UCC financing statement.

Client's Initials: /s/ DS          Page 4 of 8        Heller's Initials: /s/ KA
                   ------                                                ------

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        (b)     Client and/or Heller will notify each Account Debtor of an
        Account purchased by Heller that all payments thereon must be made only
        to Heller. Heller may also contact an Account Debtor from time to time
        to verify receipt of such notice and/or to verify delivery of goods or
        performance of services. If any remittances are made directly to Client,
        its employees or agents, Client shall act as trustee of an express trust
        for Heller's benefit, hold the same as Heller's property and deliver the
        same to Heller forthwith in kind. If Client should come into possession
        of any remittance which applies to both purchased and unpurchased
        Accounts, the provisions set forth above shall apply and Client shall
        turn over possession thereof to Heller and upon collection thereof,
        Heller shall turn over to Client its portion thereof.

        (c)     Heller and/or such designee as Heller may from time to time
        appoint, are hereby appointed Client's attorney-in-fact to (i) endorse
        Client's name on any and all checks or other forms of remittances
        received by Heller where such endorsement is required to affect
        collection; (ii) receive, open and dispose of all mail addressed to
        Client and delivered to or received by Heller and (iii) do any and all
        things necessary and proper to carry out the purpose intended by the
        Agreement. These powers, being coupled with an interest, are
        irrevocable. 

        (d)     Heller may, at all times, have access to, inspect and make
        extracts from all of Client's records, files and books of account.
        Client will promptly furnish Heller with all statements prepared by or
        for Client showing its financial condition and the results of its
        operations and such other statements as Heller may reasonably require.
        Client authorizes Heller to communicate directly with its independent
        certified public accountants and authorizes such accountants to discuss
        Client's financial condition and statements directly with Heller.

        (e)     Client shall promptly deliver to Heller each quarter or sooner
        upon Heller's request, copies of all completed tax forms required to be
        filed with any Federal, State or Local agency or department together
        with copies of all tax payments made by Client.

6.2     Heller shall render a monthly Statement of Account to Client within 
        twenty (20) days after the end of each month. Such Statement of
        Account shall constitute an account stated unless Client makes written
        objection thereto within thirty (30) days from the date such statement
        is mailed to Client.

6.3     Client authorizes Heller to disclose such information as Heller deems 
        appropriate to persons making credit inquiries about Client.

SECTION 7.      Collateral Security

        As collateral security for all Obligations, Client hereby assigns and
        grants to Heller a continuing security interest in: (i) all of Client's
        presently existing and hereafter created Accounts and general
        intangibles and the proceeds thereof arising from or relating to U.S.
        Government Contract #N00019-96-D-2047; (ii) all monies, securities and
        other property now or hereafter held or received by, or in transit to
        Heller from or for Client, whether for safekeeping, pledge, custody,
        transmission, collection or otherwise, and all of Client's deposits,
        Reserves, and credit balances in Heller's possession; (iii) all
        returned, reclaimed or repossessed goods and the documents evidencing or
        relating to such goods; (iv) all books, records and other property at
        any time evidencing or relating to any of the foregoing; and (v) the
        proceeds of any of the foregoing, including without limitation, the
        proceeds of any insurance policies covering any of the foregoing.
        Recourse to the collateral security herein provided shall not be
        required, and Client shall at all times remain liable for the payment
        and performance of all Obligations upon demand by Heller.


Client's Initials: /s/ DS        Page 5 of 8          Heller's Initials: /s/ KA
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SECTION 8.  EVENTS OF DEFAULT

The occurrence of any of the following acts or events shall constitute
an Event of Default: (a) if Client fails to make payment of any of its
Obligations when due, (b) if Client fails to make any remittance required by
this Agreement, (c) if Client commits any breach of any of the terms,
representations, warranties, covenants, conditions or provisions of this
Agreement, or of any present or future supplement or amendment hereto or of any
other agreement between us, (d) if Client becomes insolvent, unable or fails to
meet any its debts to third parties as they mature, (e) if Client delivers to
Heller a false financial statement, (f) if Client calls, or has called by a
third party, a meeting of creditors, (g) if Client has commenced by or against
it any bankruptcy proceeding, insolvency, arrangement or similar proceeding,
(h) if Client suspends or discontinues doing business for any reasons, (i) if a
receiver or trustee of any kind is appointed for Client or any of its property,
(j) if any guarantor of Client's Obligations shall become insolvent or have
commenced by or against such guarantor any bankruptcy proceeding, insolvency,
arrangement or similar proceeding, (k) if any guaranty of Client's Obligations
is terminated, (l) if, without Heller's consent, any change of ownership occurs
with respect to more than forty (40%) percent of Client's capital stock; (m)
any liens, levies of attachments, executions, tax assessments or similar
process shall be filed or issued, or notice thereof, against any collateral
granted to Heller; and (n) Heller shall not have received an executed Corporate
Guaranty from Client's parent company, Flight International Group, Inc. on or
before December 15, 1996.

Upon the occurrence of an Event of Default, Heller shall have the right to (i)
terminate this Agreement and all other arrangements existing between Heller
forthwith and without notice, and all of Client's Obligations shall mature and
become immediately due and payable; (ii) withhold any further payments to
Client until all Obligations have been paid in full; (iii) remove from Client's
premises all records, files and books relating to Accounts; (iv) notify all
Account Debtors of Heller's security interest in Accounts and instruct them to
make all payments only to Heller; (v) settle, compromise, adjust or litigate
all Disputes on such terms as Heller deems advisable; and (vi) notify the
Postal Authority to redirect Client's mail to Heller's offices. In addition,
Heller shall have all of the rights of a secured party under the Uniform
Commercial Code, including, without limitation, the right to take possession of
any collateral in which Heller has a security interest and to dispose of same
at public or private sale and Client will be liable for any deficiency. Heller
shall not be required to proceed against any collateral but may proceed against
Client directly. In the event Heller institutes suit against Client or seeks to
enforce any of Heller's rights against the collateral, Client agrees to pay all
of Heller's costs and reasonable attorney's fees.

SECTION 9.  TERM AND TERMINATION

This Agreement shall continue in full force and effect for an initial period of
twenty four (24) months, subject to the Minimum Fee provision contained in
Schedule I attached hereto, and shall automatically renew thereafter for like
periods of time unless terminated by Client giving Heller not less than thirty
(30) days written notice prior to any renewal date; provided, however, that
absent an Event of Default, Heller may terminate this Agreement at any time upon
thirty (30) days prior written notice. Notice of termination shall be given by
messenger, registered or certified mail or commercial delivery service,
provided, however, that Client shall not terminate this Agreement so long as
Client is indebted or obligated to Heller in connection with any other financing
arrangements. Notwithstanding such notice of termination, our respective rights
and Client's obligations hereunder shall not be affected by such termination and
all terms, provisions and conditions hereof, including, but not limited to, the
security interest hereinabove granted to Heller,


Client's Initials: /s/ DS        Page 6 of 8          Heller's Initials: /s/ KA
                   ------                                                ------
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        shall continue in full force and effect and Heller shall have no
        obligation to release any Reserves or otherwise turn over any funds
        collected until all Obligations have been paid in full. All of the
        representations, warranties and covenants made herein shall survive the
        termination of this Agreement.

SECTION 10.  MODIFICATIONS

        This Agreement cannot be changed or terminated orally; it constitutes
        the entire agreement between us and shall be binding upon our respective
        successors and assigns, but may not be assigned by Client without
        Heller's prior written consent. No delay or failure on Heller's part in
        exercising any right, privilege, or option hereunder shall operate as a
        waiver thereof or of any other right, privilege or option. No waiver
        whatsoever shall be valid unless in writing, signed by Heller, and then
        only to the extent therein set forth. If any term or provision of this
        Agreement is held invalid under any statute, rule or regulation of any
        jurisdiction competent to make such a decision, the remaining terms and
        provisions shall not be affected, but shall remain in full force and
        effect.

SECTION 11.  GOVERNING LAW, VENUE AND WAIVER OF JURY

        THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH
        THE LAWS OF THE STATE OF ILLINOIS. CLIENT HEREBY CONSENTS TO THE
        JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN THE
        STATE OF ILLINOIS. IF CLIENT PRESENTLY IS, OR IN THE FUTURE BECOMES, A
        NON-RESIDENT OF THE STATE OF ILLINOIS, CLIENT HEREBY WAIVES PERSONAL
        SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF
        PROCESS MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
        REQUESTED, DIRECTED TO CLIENT, AT ITS ADDRESS APPEARING IN HELLER'S
        RECORDS AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE
        SAME HAS BEEN POSTED AS AFORESAID. ANY CLAIM BY CLIENT AGAINST HELLER
        SHALL BE BROUGHT IN THE STATE OF ILLINOIS ONLY. CLIENT HEREBY WAIVES ITS
        RIGHT TO TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING UNDER OR
        RELATING TO THIS AGREEMENT.

SECTION 12.  ACCEPTANCE

        This proposal is submitted to Client unsigned and shall become
        effective only when signed by Heller.

                                        Very truly yours,

                                        HELLER FINANCIAL, INC.

                                        By: /s/ Kim A. Anderson
                                           ----------------------------

                                        Name: Kim A. Anderson
                                             --------------------------

                                        Title: Vice President
                                              --------------------------

Accepted and agreed to:                 Effective Date: October 16, 1996
                                                       -----------------
FLIGHT INTERNATIONAL, INC.

By: /s/ David E. Sandlin
   ----------------------------

Name: David E. Sandlin
     --------------------------

Title: President
      -------------------------

Client's Initials: /s/ DS         Page 7 of 8    Heller's Initials: /s/ KA
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<PAGE>   8
                                   SCHEDULE 1
                       TO THE FACTORING AGREEMENT BETWEEN
                           HELLER FINANCIAL, INC. AND
                           FLIGHT INTERNATIONAL, INC.

1.      ADVANCE PERCENTAGE:     Eighty (80) percent

2.      DISCOUNT FEE SCHEDULE:

        DAYS (FROM FUNDING DATE                 DISCOUNT FEE
        TO COLLECTION DATE)                     (PERCENTAGE OF ACCOUNT)

        1 to 90 days                                    .8%

** In the event Heller is unable to charge-back an Account pursuant to the
terms herein, Discount Fees will continue to accrue at the rate of one (1%)
percent for each 10 day period or part thereof until Client re-purchases said
Account from Heller or the Account is actually charged-back.

3.      INTEREST RATE:                  Prime + 1%

4.      CLOSING FEE:                    N/A

5.      APPLICATION/AUDIT FEE:          $1,000.00

6.      WIRE TRANSFER FEE:              $10 per wire.

7.      ACCOUNT ADMINISTRATION FEE:     N/A

8.      MINIMUM FEE: Client agrees to pay to Heller minimum earned fees (fees
        earned by the collection of an Account), inclusive of all interest
        charges, of $60,000.00 per annum ("Minimum Fee"). The difference, if
        any, between the Minimum Fee and the actual fees earned by Heller during
        such period shall be payable on the last business day of the month at
        the expiration of such period. For purposes hereof, the Minimum Fee
        shall be pro-rated during the first month of the effective date hereof
        and thereafter be calculated on an annual basis. Notwithstanding the
        foregoing, Heller agrees to waive the minimum fee during the second
        twelve month period only if Client obtains traditional bank financing
        and only if Heller is paid in full from the proceeds of such financing.
        Client remains liable on a pro-rata basis for the minimum fee during the
        second twelve month period for each month, or part thereof, the
        Agreement remains in effect prior to Client obtaining such traditional
        bank financing. 

9.      REQUIRED RESERVE PERCENTAGE:    Twenty (20) percent

10.     WIRE TRANSFER DIRECTIONS:       BANK NAME    ___________________________
                                        ACCOUNT NAME ___________________________
                                        ACCOUNT NO.  ___________________________
                                        ROUTING NO.  ___________________________

11.     STATE OF INCORPORATION:         Georgia

12.     BUSINESS LOCATION(S):           Arizona, California, Virginia
                                        _____________________________
        OTHER THAN LISTED ABOVE         _____________________________ 

13.     TRADENAMES AND STYLES:          Smart Crow
                                        _____________________________

Client's Initials: /s/ DS         Page 8 of 8          Heller's Initials: /s/ KA
                   ______                                                 ______

<PAGE>   9
                            CERTIFICATE OF VALIDITY

        FOR VALUE RECEIVED, and to induce HELLER FINANCIAL, INC. ("Heller") to
enter into a Factoring Agreement with FLIGHT INTERNATIONAL, INC., a Georgia
corporation ("Client"), effective as of October 16, 1996, (the "Factoring
Agreement"), and to induce Heller to factor and to make advances pursuant to
the Factoring Agreement, the undersigned hereby unconditionally certifies to
Heller, its successors and assigns, for as long as the undersigned shall 
remain an officer of Client, as follows: 

        1.      All Accounts, as such term is defined in the Factoring
Agreement, are and will be subsisting, valid, genuine and authentic.

        2.      Each and every Account listed in a Schedule of Accounts, except
as otherwise clearly set forth in such Schedule, shall represent the obligation
of a bona fide buyer in the ordinary course of business which will be due and
owing in accordance with the terms set forth on the assigned invoice.

        3.      Any proceeds of Accounts required by the terms of the Factoring
Agreement to be held by Client in trust as property of Heller will be so held
and will be delivered to Heller in the identical form as received by Client
and/or as requested by Heller. No payments will knowingly be directed to third
parties without Heller's prior written consent. Written consent by Heller shall
be valid only to the extent therein set forth and shall not in any way operate
as a waiver of any right, privilege or option hereunder or under the Factoring
Agreement.

        4.      All reports, statements and schedules of Client submitted
pursuant to the Factoring Agreement shall be true and accurate in all respects,
including, but not limited to, quantities, identification of items, date,
delivery and sales price thereof.

        5.      The undersigned will, at all reasonable times, and at the
request of Heller, assist Heller in the collection and liquidation of the
Accounts. 

        IN WITNESS WHEREOF, this Certificate has been duly sealed, executed and
delivered by the undersigned this 8th day of October, 1996.

           
                                     /s/ Wayne M. Richmon
                                     ------------------------------------------
                                     Wayne M. Richmon, Executive Vice
                                     President/Chief Financial Officer/Director


SUBSCRIBED and SWORN to before me
this 8 day of October, 1996


/s/ Ann P. Campbell
-----------------------------------
           NOTARY PUBLIC
My Commission Expires: 7/31/98




<PAGE>   10
                            CERTIFICATE OF VALIDITY

        FOR VALUE RECEIVED, and to induce HELLER FINANCIAL, INC. ("Heller") to
enter into a Factoring Agreement with FLIGHT INTERNATIONAL, INC., a Georgia
corporation ("Client"), effective as of October 16, 1996, (the "Factoring
Agreement"), and to induce Heller to factor and to make advances pursuant to
the Factoring Agreement, the undersigned hereby unconditionally certifies to
Heller, its successors and assigns, for as long as the undersigned shall remain
an officer of Client, as follows:

        1.      All Accounts, as such term is defined in the Factoring
Agreement, are and will be subsisting, valid, genuine and authentic.

        2.      Each and every Account listed in a Schedule of Accounts, except
as otherwise clearly set forth in such Schedule, shall represent the obligation
of a bona fide buyer in the ordinary course of business which will be due and
owing in accordance with the terms set forth on the assigned invoice.

        3.      Any proceeds of Accounts required by the terms of the Factoring
Agreement to be held by Client in trust as property of Heller will be so held
and will be delivered to Heller in the identical form as received by Client
and/or as requested by Heller. No payments will knowingly be directed to third
parties without Heller's prior written consent. Written consent by Heller shall
be valid only to the extent therein set forth and shall not in any way operate
as a waiver of any right, privilege or option hereunder or under the Factoring
Agreement.

        4.      All reports, statements and schedules of Client submitted
pursuant to the Factoring Agreement shall be true and accurate in all respects,
including, but not limited to, quantities, identification of items, date,
delivery and sales price thereof.

        5.      The undersigned will, at all reasonable times, and at the
request of Heller, assist Heller in the collection and liquidation of the
Accounts.

        IN WITNESS WHEREOF, this Certificate has been duly sealed, executed and
delivered by the undersigned this 8th day of October, 1996.


                                   /s/ David E. Sandlin
                                   --------------------------------------------
                                   David E. Sandlin, Chairman and President


SUBSCRIBED and SWORN to before me
this 8th day of October, 1996

/s/ Ann P. Campbell
---------------------------------
          NOTARY PUBLIC
My Commission Expires: 7/31/98

<PAGE>   11
                                   RESOLUTION

        RESOLVED, that the action of David E. Sandlin, President, in entering
into on behalf of FLIGHT INTERNATIONAL, INC. (the "Corporation") that certain
Factoring Agreement effective as of October 16, 1996, with HELLER FINANCIAL,
INC. ("Heller") relating to the factoring of the Corporation's sales and the
assignment of accounts, be and the same is hereby ratified and approved and
declared binding on this Corporation, and the President, any Vice President,
Secretary, Treasurer or any other officer or agent of this Corporation be and
they are hereby severally authorized and empowered to carry out and/or from
time to time to modify said agreement or the terms and provisions thereof and
from time to time to sell, assign, deliver, endorse, negotiate, or otherwise
transfer to Heller and its assigns any and all sales, accounts and receivables
now or hereafter belonging to or acquired by this Corporation, and for said
purposes to execute and deliver any and all assignments, schedules, contracts,
agreements or other instruments in respect thereof, and to do and perform all
such other acts and things deemed by such officer or agent necessary,
convenient or proper to carry out or modify any such agreement and arrangements
with Heller hereby ratifying, approving and confirming all that any said
officers or agents have done or may do in the premises.

        I, Ann P. Campbell, do hereby certify that I am the Secretary of Flight
International, Inc., a corporation organized and existing under and by virtue
of the laws of the State of Georgia, having its principal place of business in
the City of Newport News, State of Virginia; that I am the keeper of the
corporate records and the seal of said Corporation; that the foregoing is a
true and correct copy of a resolution duly adopted and ratified at a special
meeting of the Board of Directors of said Corporation duly convened and held in
accordance with its bylaws and the laws of said State at the office of said
Corporation in the City of Newport News, State of Virginia, on the 8th day of
October, 1996, as taken and transcribed by me from the minutes of said meeting
and compared by me with the original of said resolution recorded in said
minutes, and that the same has not in any way been modified, repealed or
rescinded but is in full force and effect; that the within and foregoing
agreement is the agreement referred to in said resolution and was duly
executed pursuant thereto.

        I do further certify that the following are the officers of said
corporation, and their signatures, namely:


David E. Sandlin                            By: /s/ DAVID E. SANDLIN
----------------------------------------        --------------------------------
Chairman and President, David E. Sandlin

Wayne M. Richmon                            By: /s/ WAYNE M. RICHMON
----------------------------------------        --------------------------------
Executive Vice President and
Chief Financial Officer, Wayne M. Richmon

Ann P. Campbell                             By: /s/ ANN P. CAMPBELL 
----------------------------------------        --------------------------------
Secretary

Wayne M. Richmon                            By: /s/ WAYNE M. RICHMON
----------------------------------------        --------------------------------
Treasurer

        Witness my hand and seal of said Corporation this 8th day of October,
1996.

                                            By: /s/ ANN P. CAMPBELL 
                                                --------------------------------
                                                           Secretary
(Attach Corporate Seal here)