February 1, 2002

Mr. Michael D. Davidson
Controller and Secretary
First Aviation Services Inc.
15 Riverside Avenue
Westport, CT  06880-4214

Re:      ENGAGEMENT LETTER between First Equity Development, Inc. and its
affiliate, FED Securities Inc. and First Aviation Services Inc.

Dear Mr. Davidson:

This letter will confirm the terms and conditions by which First Equity
Development Inc. and its affiliate, FED Securities Inc. (collectively, "First
Equity"), with offices at 15 Riverside Avenue, Westport, Connecticut, has been
engaged to serve as investment counselor and financial advisor to First Aviation
Services Inc. ("FAvS" or the "Company").

The undersigned hereby agree to the following terms and conditions:

1.   Engagement Agreement. FAvS does hereby engage First Equity as investment
     counselor and financial advisor for the purpose of locating possible
     acquisitions and/or mergers, (hereinafter referred to as "Acquisitions"),
     negotiating such Acquisitions, assisting in locating lenders for
     appropriate credit facilities, negotiating the credit facilities and
     providing advice and support for the implementation of such credit
     facilities, (hereinafter referred to as the "Financing") and for the
     possible divestment of certain assets (hereinafter referred to as
     "Divestment"). The Company agrees to refer all proposals and inquiries with
     respect to any potential Acquisition, Financing and/or Divestment to First
     Equity. Execution of this agreement by both parties reconfirms First
     Equity's authorization to proceed.

2.   Services Provided.  The specific services that First Equity will continue
     to provide throughout this assignment will vary depending upon specific
     needs and market conditions.

     First Equity believes that several aspects of its role will be particularly
     important in assisting in the completion of Acquisitions, Financings and
     Divestments; these include, but are not limited to, the following:
     valuation analysis, assistance with due diligence, development of a
     strategy to identify potential targets, lenders, investors, and acquirors,
     and negotiation of transactions. First Equity will manage the day to day
     aspects of the transactions, bringing in FAvS management at appropriate
     points in the negotiations and discussions to make decisions, thus allowing
     FAvS management to focus on operating its business.
<PAGE>
FAvS Engagement Letter
February 1, 2002
Page 2

3.   Term. Subject to the payment obligations set forth in Section 4 below, this
     Agreement shall be effective as of February 1, 2002, and shall remain in
     full force and effect until February 1, 2004, unless otherwise amended or
     terminated as described in Section 6.

4.   Compensation.

     (a) All reasonable out-of-pocket expenses incurred by First Equity,
         including but not limited to transportation, food, lodging, applicable
         sales taxes, etc., in the performance of the services to be rendered
         hereunder, shall be borne by FAvS and reimbursed to First Equity. First
         Equity makes it a practice of keeping its clients' expenses to a
         minimum, while at the same time providing its professionals with a
         productive working environment.

     (b) During the Term of this Agreement, First Equity will receive a retainer
         of thirty thousand dollars in U.S. funds (US $30,000) per month
         (hereinafter referred to as "Retainer").

     (c) In the event that FAvS or any of its subsidiaries or affiliates
         consummates a Financing, an Acquisition or a Divestment (hereinafter
         referred to as the "Closing") and if such agreement shall occur during
         the Term of this Agreement as set forth in Paragraph 3 or within six
         (6) months from the end of the Term, then, upon the Closing, First
         Equity shall be entitled to a fee ("Success Fee") payable in cash in
         U.S. dollars at the Closing. The amount of the Success Fee shall be
         subject to negotiation between First Equity and FAvS, and subject to
         the approval of the independent members of the FAvS Board of Directors.

     (d) The Success Fee shall be reduced by the amount of the Retainer paid
         during the prior twelve months, unless deducted on a prior transaction,
         however, under no circumstances shall the Retainer deducted exceed
         $360,000.

     In the event of an Acquisition or a Divestiture, the Success Fee will be
     based on total consideration which will be deemed to include, but not be
     limited to, the total value of the equity as determined by the final
     purchase price paid for the equity of the Acquisition or Divestiture plus
     any debt assumed by the acquiror.

     In the event that the event is a Financing, then the Success Fee will be
     based on the total credit facility issued to FAvS or any of its
     subsidiaries or affiliates, excluding affiliates that only relate to First
     Equity.
<PAGE>
FAvS Engagement Letter
February 1, 2002
Page 3

5.   Relationship. Nothing herein shall be deemed to constitute an employment or
     agency relationship between First Equity and FAvS. Nevertheless, nothing
     contained herein shall be deemed to preclude the creation of such
     relationship by separate agreement of the parties, in writing, for a
     particular purpose. Except as expressly agreed to in writing, First Equity
     shall not have the authority to obligate, bind or commit FAvS in any manner
     whatsoever.

     Recognizing that transactions of the type contemplated in this engagement
     sometimes result in litigation, and that First Equity's role is advisory,
     FAvS agrees to indemnify First Equity (including its affiliated entities
     and its officers, directors, agents, employees and controlling persons) to
     the full extent lawful against claims, losses and expenses incurred
     (including the expense of investigation, preparation and reasonable fees
     and disbursements of First Equity and such persons' counsel) arising out of
     First Equity's engagement as per this letter, and if indemnification were
     for any reason not to be available, to contribute to the settlement, loss
     or expenses involved in the proportion that FAvS' economic interest bears
     to First Equity's economic interest in any transaction. However, such
     indemnification and contribution shall not apply to any claim, loss or
     expense which arises from First Equity's gross negligence or willful
     misconduct in the performance of its services hereunder or which relate to
     matters not envisioned by this letter.

     First Equity shall use due care to avoid any litigation or claims relating
     to First Equity's services hereunder. In the event of such claim or
     litigation, First Equity shall immediately notify the Chief Executive
     Officer of FAvS in writing, and shall cooperate and assist FAvS in the
     defense and/or settlement of same. FAvS' obligation to indemnify First
     Equity is conditioned upon such cooperation and assistance and FAvS shall
     have the complete right to defend or settle any such indemnified claims
     and/or litigation. First Equity may elect to have separate legal
     representation at First Equity's expense.

6.   Assignment, Amendment and Termination. This Agreement shall not be
     assignable by either party except to successors to all or substantially all
     of the business of either. Further, this Agreement shall not be amended or
     terminated by either party for any reason whatsoever except with 30 days
     written notice and with the prior written consent of the other party, which
     consent may not be arbitrarily withheld by the party whose consent is
     required. However, should FAvS terminate this Agreement prior to February
     1, 2004, FAvS would be liable for any Retainers due but unpaid, any out of
     pocket expenses that are due and unpaid as well as for any Success Fees
     payable as per the terms defined in Section 4c.
<PAGE>
FAvS Engagement Letter
February 1, 2002
Page 4

7.   Contract Interpretation.  This Agreement is subject to, and will be
     interpreted, in accordance with the laws of the State of Connecticut.

ACCEPTED AND APPROVED BY:

     /s/ Michael D. Davidson                     /s/ Aaron P. Hollander
     -------------------------------             -------------------------------
     Controller and Secretary                    President
     First Aviation Services Inc.                First Equity Development, Inc.