<PAGE>
                                                                    Exhibit 10.6

                       SUBORDINATED TERM PROMISSORY NOTE

$1,300,000.00                                                   October 11, 2002

         FOR VALUE RECEIVED, the undersigned, TIMCO AVIATION SERVICES, INC., a
Delaware corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the order of
LJH, LTD., a Texas limited partnership (the "LENDER"), the principal amount of
ONE MILLION THREE HUNDRED THOUSAND and NO/100DOLLARS (or such lesser amount as
shall have been advanced and remain outstanding hereunder) on the earlier to
occur of (a) January 31, 2004 (or if not a Business Day (defined below), the
next preceding Business Day), and (b) the date of termination of the Revolving
Credit Commitment (as defined in the Credit Agreement (defined below)) (the
"MATURITY DATE").

         1.       Interest. The Borrower further promises to pay interest on
the unpaid principal amount of the indebtedness evidenced hereby from the date
advanced until such principal amount is paid in full at a per annum rate of
interest equal to The Wall Street Journal LIBOR Rate plus five and one-half
percent (5.5%). "THE WALL STREET JOURNAL LIBOR RATE" is the fluctuating rate of
interest equal to the one-month London Interbank Offered Rate as published in
the "Money Rates" section of The Wall Street Journal on the immediately
preceding Business Day (as hereinafter defined), as adjusted from time to time
in the Lender's sole discretion for then applicable reserve requirements,
deposit insurance assessment rates and other regulatory costs. Interest will
accrue on any non-Business Day at the rate in effect on the immediately
preceding Business Day. Accrued interest shall be payable, in arrears, on the
first day of each calendar month (for the immediately preceding calendar month)
commencing on the first such day following the date hereof and, if not
theretofore paid in full, on the Maturity Date. Notwithstanding the foregoing,
effective immediately upon the occurrence of an Event of Default (as such term
is defined below), and for as long thereafter as such Event of Default shall be
continuing unwaived, the principal balance outstanding hereunder, shall bear
interest at eighteen percent (18%) per annum. Interest at the rate set forth
above will be calculated by the 365/360 day method (a daily amount of interest
is computed for a hypothetical year of 360 days; that amount is multiplied by
the actual number of days for which any principal is outstanding hereunder).
Notwithstanding any provision of this Note, the Lender does not intend to
charge and the Borrower shall not be required to pay any amount of interest or
other charges in excess of the maximum permitted by applicable law. The
Borrower agrees that during the full term hereof, the maximum lawful interest
rate for this Note as determined under Texas law shall be the indicated weekly
ceiling as specified in Chapter 303 of the Texas Finance Code, as amended.
Further, to the extent that any other lawful rate ceiling exceeds the rate
ceiling so determined then the higher rate ceiling shall apply. Any payment in
excess of such maximum shall be refunded to Borrower or credited against
principal, at the option of the Lender.

2.       Use of Proceeds. The Borrower agrees and covenants that proceeds of
the loan advanced under this Note shall be used solely for the acquisition by
Borrower of all or substantially all of the issued and outstanding capital
stock of Brice Manufacturing Company, Inc., a California corporation ("Brice").


<PAGE>

         3.       Payments. All payments of principal and interest in respect
of this Note shall be made to the Lender in lawful money of the United States
of America in same day funds on the date due at the Lender's office designated
below. Funds received by the Lender as aforesaid no later than 4:00 p.m.
(Houston time) on any given Business Day shall be credited against payment to
be made that day and funds received by the Lender after that time shall be
deemed to have been paid on the next succeeding Business Day. "BUSINESS DAY"
shall mean a day in the applicable local time which is not a Saturday or Sunday
or a legal holiday and on which banks are not required or permitted by law or
other governmental action to close in Houston, Texas. All payments made on
account of principal hereof and interest thereon shall be recorded by the
Lender on its books and records.

         4.       Subordination. The indebtedness evidence by this Note shall
be subordinate and inferior in right of payment to (i) the Obligations
evidenced by and as defined in the Credit Agreement; (ii) all obligations and
liabilities evidenced by the TROL Documents (as defined in the Credit
Agreement); and (iii) all obligations and liabilities evidenced by the BofA
Documents (as defined in the Credit Agreement).

         5.       Pari Passu. The indebtedness evidenced by this Note shall be
pari passu, and otherwise equal in right of payment and on parity with, the
indebtedness evidenced by (i) that certain Indenture dated February 28, 2002,
as may be amended, among the Borrower, certain subsidiaries of the Borrower,
and HSBC Bank USA, as Trustee, and (ii) senior in right of payment to (x) the
indebtedness evidenced by that certain Indenture dated as of February 17, 1998,
as amended, among the Borrower, certain subsidiaries of the Borrower, and
SunTrust Bank, as Trustee and (y) the indebtedness evidence by that certain
Indenture dated as of September 20, 2002, as may be amended, among the
Borrower, certain subsidiaries of the Borrower, and HSBC Bank USA, as Trustee.

         6.       Representations. The Borrower hereby represents and warrants
to the Lender that the execution, delivery and performance of this Note by the
Borrower and the other agreements and documents executed and delivered in
connection therewith by the Borrower (collectively, the "ANCILLARY DOCUMENTS")
do not and will not (i) conflict with the "Organizational Documents" (as such
term is defined in that certain Fifth Amended and Restated Credit Agreement
dated as of even date herewith among Borrower, certain affiliates of Borrower,
the lenders and other financial institutions from time to time a party thereto,
and Citicorp USA, Inc., a Delaware corporation ("CITICORP"), as Agent for the
lenders and issuing banks thereunder, as amended (the "CREDIT AGREEMENT")) or
by-laws of Borrower, (ii) constitute a tortious interference with any
"Contractual Obligation" (as such term is defined in the Credit Agreement) of
the Borrower or conflict with, result in a breach of or constitute (with or
without notice or lapse of time or both) a default under any "Requirements of
Law" (as such term is defined in the Credit Agreement) or Contractual
Obligation of the Borrower, or require termination of any such Contractual
Obligation, or (iii) require any approval of the shareholders of the Borrower.

         7.       Authority and Enforceability. The Borrower has the requisite
power and authority to execute, deliver and perform this Note and the other
agreements and documents executed and delivered by it in connection herewith.
The execution, delivery and performance of this Note and the Ancillary
Documents have been duly authorized by all necessary corporate action of the
Borrower and such authorization has not been rescinded. No other corporate
action or proceedings on the part of the Borrower are necessary to consummate
such transactions. This Note and the Ancillary


                                       2
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Documents have been duly executed and delivered on behalf of the Borrower and
constitutes Borrower's legal, valid and binding obligation, enforceable against
the Borrower in accordance with its terms.

         8.       Events of Default. Each of the following occurrences shall
constitute an Event of Default under this Note:

         (a)      Failure to Make Payments When Due. The Borrower shall fail to
pay when due any principal of or interest on the indebtedness evidenced by this
Note in accordance with the terms hereof.

         (b)      Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) An
involuntary case of bankruptcy shall be commenced against the Borrower and the
petition shall not be dismissed, stayed, bonded or discharged within thirty
(30) days after commencement of the case; or a court having jurisdiction in the
premises shall enter a decree or order for relief in respect of the Borrower
under any applicable bankruptcy, insolvency or other similar law now or
hereinafter in effect; or any other similar relief shall be granted under any
applicable federal, state, local or foreign law; or (ii) A decree or order of a
court having jurisdiction in the premises for the appointment of a receiver,
liquidator, sequestrator, trustee, custodian or other officer having similar
powers over the Borrower shall be entered.

         (c)      Voluntary Bankruptcy; Appointment of Receiver, Etc. The
Borrower shall have an order for relief entered with respect to it or commence
a voluntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or shall consent to the entry of an order for
relief in an involuntary case, or to the conversion of an involuntary case to a
voluntary case, under any such law, or shall consent to the appointment of or
taking possession by a receiver, trustee or other custodian for all or a
substantial part of its property; or the Borrower shall make any assignment for
the benefit of creditors or shall be unable or fail, or admit in writing its
inability, to pay its debts as such debts become due; or the shareholders or
board of directors (or equivalent) of the Borrower adopts any resolution or
otherwise authorizes any action to approve any of the foregoing.

         (d)      Dissolution. Any order, judgment or decree shall be entered
against the Borrower decreeing its involuntary dissolution or split-up and such
order shall remain undischarged and unstayed for a period in excess of thirty
(30) days; or the Borrower shall otherwise dissolve, be dissolved, or cease to
exist except as specifically permitted by this Note.

         Upon the occurrence and during the continuance of any Event of Default
described in clauses (b) through (d) above, the unpaid principal amount
evidenced by this Note shall become, and upon the occurrence and during the
continuance of all other Events of Default, such unpaid principal amount may be
declared by the Lender to be, due and payable. Upon the occurrence and during
the continuance of any Event of Default, the Lender is hereby authorized at any
time, at its option and without notice or demand, to set off and charge against
any deposit accounts of the Borrower (as well as any money, instruments,
securities, documents, chattel paper, credits, claims, demands, income and any
other property, rights and interests of the Borrower), which at any time shall
come into the possession or custody or under the control of the Lender or any
of its agents, affiliates or


                                       3
<PAGE>

correspondents, any and all obligations due hereunder. Additionally, the Lender
shall have all rights and remedies available under the Note and each of the
agreements and documents executed and delivered in connection therewith, as
well as all rights and remedies available at law or in equity.

         9.       Transaction Expenses. The Borrower agrees upon demand to pay,
or reimburse the Lender for all of the Lender's reasonable internal and
external audit, legal, filing, document duplication and reproduction, and
investigation expenses and for all other out-of-pocket costs and expenses of
every type and nature (including, without limitation, the reasonable fees,
expenses and disbursements of legal counsel, auditors, accountants, appraisers,
printers, insurance and environmental advisers, and other consultants and
agents) incurred by the Lender in connection with (i) the preparation,
negotiation, and execution of this Note and the agreements and documents
executed and delivered in connection therewith and the Lender's periodic
reviews and audits of the Borrower; (ii) the preparation, negotiation,
execution and interpretation of this Note and the agreements and documents
executed and delivered in connection therewith; (iii) consultation with
attorneys in connection therewith and with respect to the Lender's rights and
responsibilities under this Note and the agreements and documents executed and
delivered in connection therewith; (iv) the protection, collection or
enforcement of any of the obligations evidenced hereby or by such other
agreements and documents; (v) the commencement, defense or intervention in any
court proceeding relating in any way to such obligations, the Borrower, this
Note or any of such other agreements and documents; (vi) the response to, and
preparation for, any subpoena or request for document production with which the
Lender is served or deposition or other proceeding in which the Lender is
called to testify, in each case, relating in any way to such obligations, the
Borrower, this Note or any of such other agreements and documents; and (vii)
any amendments, consents, waivers, assignments, restatements, or supplements to
this Note or any of such agreements and documents and the preparation,
negotiation, and execution of the same.

         10.      Enforcement Expenses. The Borrower further agrees to pay or
reimburse the Lender, upon demand, for all out-of-pocket costs and expenses,
including, without limitation reasonable attorneys' fees (including costs of
settlement) incurred by the Lender after the occurrence of an Event of Default
(i) in enforcing this Note and the agreements and documents executed and
delivered in connection therewith and the security therefor or exercising or
enforcing any other right or remedy available by reason of such Event of
Default; (ii) in connection with any refinancing or restructuring of the credit
arrangements provided under this Note in the nature of a "work-out" or in any
insolvency or bankruptcy proceeding; (iii) in commencing, defending or
intervening in any litigation or in filing a petition, complaint, answer,
motion or other pleadings in any legal proceeding relating to the obligations
evidenced hereby or the Borrower and related to or arising out of the
transactions contemplated hereby or by any of the agreements and documents
executed in connection herewith, and (iv) in taking any other action in or with
respect to any suit or proceeding (bankruptcy or otherwise) described in
clauses (i) through (iii) above.

         11.      Indemnity. The Borrower further agrees (a) to indemnify and
hold harmless the Lender and each of its officers, directors, employees,
attorneys and agents (collectively, the "INDEMNITEES") from and against any and
all liabilities, obligations, losses (other than loss of profits), damages,
penalties, actions, judgments, suits, claims, costs, expenses and disbursements
of any kind or nature whatsoever and including, without limitation, the fees
and disbursements of counsel for such Indemnitees in connection with any
investigative, administrative or judicial


                                       4
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proceeding, whether or not such Indemnitees shall be designated a party
thereto), imposed on, incurred by, or asserted against such Indemnitees in any
manner relating to or arising out of (i) this Note or the agreements and
documents executed and delivered in connection therewith, the making of the
loan evidenced hereby, the management of such loan, the use or intended use of
the proceeds of such loan, or any of the other transactions contemplated by any
of the agreements and documents executed and delivered in connection herewith,
or (ii) any liabilities and costs relating to any violation by the Borrower or
its predecessors-in-interest of any environmental, health or safety
requirements of law, the past, present or future operations of the Borrower or
its predecessors-in-interest, or the past, present or future environmental,
health or safety condition of any respective past, present or future property
of such persons, the presence of asbestos-containing materials at any
respective past, present or future property of such persons, or the release or
threatened release of any contaminant into the environment by the Borrower or
its predecessors-in-interest, or the release or threatened release of any
contaminant into the environment from or at any facility to which the Borrower
or its predecessors-in-interest sent or directly arranged the transport of any
contaminant (collectively, the "INDEMNIFIED MATTERS"), provided, however, the
Borrower shall have no obligation to an Indemnitee hereunder with respect to
Indemnified Matters caused by or resulting from the "willful misconduct" or
"gross negligence" of such Indemnitee, as determined by a final, nonappealable
order of a court of competent jurisdiction and (b) not to assert any claim
against any of the Indemnified Parties on any theory of liability for special,
indirect, consequential or punitive damages arising out of, or in any way in
connection with, the loans made hereunder or the transactions evidenced by the
agreements and documents executed and delivered in connection herewith, and/or
any other matters governed by this Note and such other agreements and
documents. To the extent that the undertaking to indemnify, pay and hold
harmless set forth in the preceding sentence may be unenforceable because it is
violative of any law or public policy, the Borrower shall contribute the
maximum portion which it is permitted to pay and satisfy under applicable law,
to the payment and satisfaction of all Indemnified Matters incurred by the
Indemnitees. The Lender agrees to notify the Borrower of the institution or
assertion of any Indemnified Matter, but the parties hereto hereby agree that
the failure to so notify the Borrower shall not release the Borrower from its
obligations hereunder, except to the extent of any material increase in the
liabilities of the Borrower hereunder directly resulting from such failure to
receive notice from such Indemnitees.

         12.      Communications. Any notice or other communication herein
required or permitted to be given shall be in writing and may be personally
served, sent by facsimile transmission or courier service or United States
certified mail and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of a facsimile transmission, or four (4)
Business Days after deposit in the United States mail with postage prepaid and
properly addressed. For the purposes hereof, the addresses of the parties
hereto (until notice of a change thereof is delivered as provided herein) shall
be as set forth below:

                  If to the Borrower:

                  c/o TIMCO Aviation Services, Inc.
                  623 Radar Road
                  Greensboro, North Carolina 27410


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                  Attn:        Chief Financial Officer
                  Facsimile:   336-665-9011

                  with a copy to:

                  Akerman, Senterfitt & Edison, P.A.
                  One South East 3rd Avenue, 28th Floor
                  Miami, Florida 33131-1704
                  Attn:        Phillip B. Schwartz
                  Facsimile:   305-374-5095

                  If to the Lender:

                  LJH, Ltd.
                  -------------------------------------
                  -------------------------------------
                  Attn:        Mr. Lacy Harber
                  Facsimile
                           ----------------------------

                  with a copy to:

                  -------------------------------------
                  -------------------------------------
                  Atn:
                      ---------------------------------
                  Facsimile:
                            --------------------------

or, as to each party, at such other address as may be designated by such party
in a written notice to all of the other parties to this Agreement.

         13.      Certain Waivers. Demand, presentment, diligence, protest and
notice of nonpayment are hereby waived by the Borrower.

         14.      Successors and Assigns. This Note shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of the parties hereto and the successors and assigns of the Lender.
The rights hereunder of the Borrower, or any interest therein may not be
assigned without the written consent of the Lender.

         15.      Certain Rights. No failure or delay on the part of the Lender
in the exercise of any power, right or privilege under this Note shall impair
such power, right or privilege or be construed to be a waiver of any default or
acquiescence therein nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or of any
other right. power or privilege. All rights and remedies existing under this
Note are cumulative with and not exclusive of any rights or remedies otherwise
available.


                                       6
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         16.      Jurisdiction. THE LENDER AND THE BORROWER EACH IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF ANY TEXAS STATE COURT OR FEDERAL COURT SITTING IN TEXAS, AND
ANY COURT HAVING JURISDICTION OVER APPEALS OF MATTERS HEARD IN SUCH COURTS, IN
ANY ACTION OR PROCEEDING ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
NOTE OR ANY OTHER AGREEMENT OR DOCUMENT EXECUTED AND DELIVERED IN CONNECTION
HEREWITH, WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE
EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE LENDER AND THE
BORROWER AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. THE BORROWER WAIVES IN ALL DISPUTES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE
DISPUTE.

         17.      Additional Waivers. BORROWER AGREES THAT THE LENDER SHALL
HAVE THE RIGHT TO PROCEED AGAINST BORROWER OR ITS PROPERTY IN A COURT IN ANY
LOCATION TO ENABLE THE LENDER TO ENFORCE A JUDGMENT OR OTHER COURT ORDER
ENTERED IN FAVOR OF THE LENDER. BORROWER AGREES THAT IT WILL NOT ASSERT ANY
PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY THE LENDER TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE LENDER. BORROWER WAIVES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE LENDER MAY
COMMENCE A PROCEEDING DESCRIBED IN THIS SECTION.

         18.      Service of Process. BORROWER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE BORROWER'S NOTICE ADDRESS SPECIFIED ABOVE, SUCH SERVICE
TO BECOME EFFECTIVE FIVE (5) DAYS AFTER SUCH MAILING. BORROWER IRREVOCABLY
WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH
RESPECT TO THIS NOTE OR ANY OTHER AGREEMENT OR DOCUMENT EXECUTED AND DELIVERED
IN CONNECTION THEREWITH IN ANY JURISDICTION SET FORTH ABOVE. NOTHING HEREIN
SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
SHALL LIMIT THE RIGHT OF THE LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER
IN THE COURTS OF ANY OTHER JURISDICTION.

         19.      TRIAL BY JURY WAIVER. EACH OF THE LENDER AND BORROWER
IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO
THIS NOTE. THE BORROWER OR THE LENDER MAY FILE AN ORIGINAL OR A COPY OF THIS
NOTE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         20.      Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.


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<PAGE>

         21.      Advice of Counsel. Borrower represents and warrants to the
Lender that it has discussed this Note with its counsel.

         22.      Further Waivers. The obligations of the Borrower under the
provisions hereof constitute full recourse obligations of the Borrower,
enforceable against it to the full extent of its properties and assets,
irrespective of the validity, regularity or enforceability of this Note or any
other circumstances whatsoever. Except as otherwise expressly provided herein,
the Borrower hereby waives notice of the advance of the principal amount of the
loan made hereunder, notice of occurrence of any Event of Default, or of any
demand for any payment under this Note, notice of any action at any time taken
or omitted by the Lender under or in respect of any of the obligations
hereunder, any requirement of diligence and, generally, all demands, notices
and other formalities of every kind in connection with this Note. The Borrower
hereby assents to, and waives notice of, any extension or postponement of the
time for the payment of any of such obligations, the acceptance of any partial
payment thereon, any waiver, consent or other action or acquiescence by the
Lender at any time or times in respect of any default by the Borrower in the
performance or satisfaction of any term, covenant, condition or provision of
this Note, any and all other indulgences whatsoever by the Lender in respect of
any of such obligations, and the taking, addition, substitution or release, in
whole or in part, at any time or times, of any security for any of such
obligations or the addition, substitution or release, in whole or in part, of
the Borrower. Without limiting the generality of the foregoing, the Borrower
assents to any other action or delay in acting or failure to act on the part of
the Lender, including, without limitation, any failure strictly or diligently
to assert any right or to pursue any remedy or to comply fully with the
applicable laws or regulations thereunder which might, but for the provisions
of this paragraph, afford grounds for terminating, discharging or relieving the
Borrower, in whole or in part, from any of its obligations hereunder, it being
the intention of the Borrower that, so long as any of the obligations evidenced
by this Note remain unsatisfied, the obligations of the Borrower under this
paragraph shall not be discharged except by performance and then only to the
extent of such performance. The obligations of the Borrower under this
paragraph shall not be diminished or rendered unenforceable by any winding up,
reorganization, arrangement liquidation, reconstruction or similar proceeding
with respect to the Borrower or the Lender. The liability of the Borrower
hereunder shall continue in full force and effect notwithstanding any
absorption, merger, amalgamation or any other change whatsoever in the name,
membership, constitution or place of formation of the Borrower or the Lender.
The provisions of this paragraph are made for the benefit of the Lender and its
successors and assigns, and may be enforced by any such person from time to
time against the Borrower as often as occasion therefor may arise and without
requirement on the part of any such person first to marshal any of its claims
or to exercise any of its rights against any other person or to exhaust any
remedies available to it against any other person or to resort to any other
source or means of obtaining payment of any of the indebtedness evidenced
hereto or to elect any other remedy. The provisions of this paragraph shall
remain in effect until all the indebtedness evidenced hereby shall have been
paid in full or otherwise fully satisfied. If at any time, any payment, or any
part thereof, made in respect of any of such indebtedness, is rescinded or must
otherwise be restored or returned by the Lender upon the insolvency, bankruptcy
or reorganization of the Borrower, or otherwise, the provisions of this
paragraph will forthwith be reinstated in effect, as though such payment had
not been made.

         23.      NOTICE OF FINAL AGREEMENT. THIS WRITTEN NOTE REPRESENTS THE
FINAL AGREEMENT AMONG THE PARTIES, AND MAY NOT BE CONTRADICTED BY


                                       8
<PAGE>

EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

         24.      Headings. Section headings in this Note are included for
convenience only and shall not constitute a part of this Note for any other
purpose.

         IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
and delivered by its duly authorized officer as of the day and year first above
written.

                            {SIGNATURE PAGE FOLLOWS}


                                       9
<PAGE>


TIMCO AVIATION SERVICES, INC.


By:     /s/ C. Robert Campbell
    ------------------------------------------------------
Name:   C. Robert Campbell
      ----------------------------------------------------
Title:  Executive Vice President; CFO
       ---------------------------------------------------