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                                                                     EXHIBIT 4.1

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED,
TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH
ACT AND THE RULES AND REGULATIONS THEREUNDER AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. TIMCO AVIATION SERVICES, INC. (THE "COMPANY"), WILL
TRANSFER SUCH WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
THEREOF ONLY UPON RECEIPT OF AN OPINION OF COUNSEL OR OTHER EVIDENCE, IN FORM
AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT THE REGISTRATION PROVISIONS OF
SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND
THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE STATE SECURITIES LAWS.

                        COMMON STOCK WARRANT CERTIFICATE

                          TIMCO AVIATION SERVICES, INC.

                       For the Purchase of ________ Shares

                of Common Stock of TIMCO Aviation Services, Inc.

                               At $1.05 Per Share

                             As of September 9, 2002

         FOR VALUE RECEIVED, __________, or his registered assign(s) (the holder
hereof at the applicable time being referred to herein as the "Holder"), is
hereby granted the right to purchase from TIMCO AVIATION SERVICES, INC., a
Delaware corporation (the "Company"), _________________________________________
shares (the "Warrant Shares," as adjusted from time to time in accordance with
Section 2 hereof) of the Company's Common Stock, par value $.001 per share (the
"Common Stock"), at a purchase price of one dollar and five cents ($1.05) per
share (as adjusted from time to time in accordance with Section 2 hereof, the
"Exercise Price"), exercisable in whole or in part at any time and from time to
time, from September 9, 2002 until 5:00 p.m. on September 8, 2007 (the "Exercise
Period"), on the terms and conditions set forth in this Warrant (this
"Warrant").

         1. EXERCISE

         1.1.     EXERCISE OF WARRANT. This Warrant may be exercised, in whole
or in part, at any time or from time to time during the Exercise Period, by (i)
surrendering this Warrant Certificate, with the form of exercise notice attached
hereto as Exhibit A duly executed by the Holder, to the Company at its principal
office, and (ii) making payment to the Company of the aggregate Exercise Price
for the applicable Warrant Shares in cash, by certified check, bank check or
wire transfer to an account designated by the Company. Upon any partial exercise
of this Warrant, the

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Company shall promptly issue to the Holder for the Holder's surrendered Warrant
Certificate a replacement Warrant Certificate identical in all respects to this
Warrant Certificate, except that the number of Warrant Shares shall be reduced
accordingly.

         1.2.     ISSUANCE OF WARRANT SHARES. The Warrant Shares purchased shall
be issued as of the close of business on the date on which all actions required
to be taken by the Holder and all payments required to be received by the
Company, pursuant to Section 1.1, shall have been so taken and received.
Certificates for the Warrant Shares so purchased shall be delivered, to the
extent possible, in such denomination or denominations as the Holder shall
reasonably request and shall be registered in the name of the Holder or such
other name or names as shall be designated by the Holder, and shall be delivered
to the Holder or such other person to as soon as practicable after this Warrant
is surrendered and the Exercise Price is received, but in any event within 5
business days thereafter.

         1.3.     LEGEND. The certificates representing the Warrant Shares shall
bear the following legend unless and until the Company shall have received a
no-action letter from the Securities and Exchange Commission, an opinion of
counsel, or other evidence, in form and substance reasonably satisfactory to the
Company, that such legend is not required in order to ensure compliance with the
Securities Act:

         THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED
         OR OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED, AND IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY
         COUNTRY AND/OR STATE WITH RESPECT THERETO, OR IN ACCORDANCE WITH AN
         OPINION OF COUNSEL OR OTHER EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY
         TO THE ISSUER THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

         2.ADJUSTMENTS TO WARRANT.

         The number of Warrant Shares for which this Warrant is exercisable and
the Exercise Price shall be subject to adjustment from time to time as set forth
below.

         2.1.     STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If the Company
shall, at any time or from time to time: (a) make (or fix a record date for the
holders of shares of its Common Stock entitled to receive) a dividend payable
in, or other distribution of, additional shares of Common Stock, (b) subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, or (c) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, then (i) the number of Warrant Shares issuable
upon the exercise of this Warrant immediately prior to the occurrence of any
such event shall be adjusted so that the Holder of this Warrant upon exercise on
or after that date shall be entitled to receive the aggregate number of Warrant
Shares that the Holder of this Warrant would have owned and been entitled to
receive as a result of such event had this Warrant been exercised immediately
prior thereto, and (ii) the Exercise Price in effect immediately prior to such
event shall be

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adjusted by multiplying such Exercise Price by a fraction, the numerator of
which is the aggregate number of Warrant Shares purchasable upon exercise of
this Warrant immediately prior to such event and the denominator of which is the
aggregate number of Warrant Shares purchasable upon exercise of this Warrant
immediately thereafter.

         2.2.     DIVIDENDS AND DISTRIBUTIONS OTHER THAN IN COMMON STOCK OR
CASH. If the Company shall, at any time or from time to time, make (or fix a
record date for the holders of shares of its Common Stock entitled to receive) a
dividend or other distribution payable in securities or assets of the Company or
in the securities of any subsidiary of the Company (other than shares of Common
Stock or cash), then lawful and adequate provision shall be made so that the
Holder of this Warrant shall be entitled to receive upon exercise of this
Warrant, for the aggregate Exercise Price in effect prior thereto, in addition
to the number of Warrant Shares immediately theretofore issuable upon exercise
of this Warrant, the kind and number of securities or assets of the Company or
securities of any subsidiary of the Company that the Holder would have owned and
been entitled to receive had this Warrant been exercised immediately prior to
that date.

         2.3.     CASH DIVIDENDS AND DISTRIBUTIONS. If the Company shall, at any
time or from time to time, make (or fix a record date for the holders of shares
of its Common Stock entitled to receive) a dividend payable in, or other
distribution of, cash, then the number of Warrant Shares issuable upon the
exercise of this Warrant, for the aggregate Exercise Price in effect prior
thereto, immediately prior to the occurrence of any such event shall be
increased by: (i) the amount of the dividend the Holder of this Warrant would
have received had the Holder exercised its Warrant immediately prior to the
record date or occurrence of such event, divided by (ii) the average price of
the Company's Common Stock for the five consecutive trading days on the New York
Stock Exchange ("NYSE") immediately preceding the record date (the "Fair
Value").

         2.4.     REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS.
If any of the following transactions (each, a "Special Transaction") shall
become effective: (a) a capital reorganization, whether by reclassification,
exchange, substitution or otherwise (other than a stock or cash dividend,
subdivision, combination or other distribution provided for elsewhere in this
Section 2), (b) a consolidation or merger of the Company with another entity, or
(c) a sale or conveyance of all or substantially all of the Company's assets;
then the Holder of this Warrant shall thereafter have the right to purchase and
receive upon exercise of this Warrant, in lieu of the Warrant Shares immediately
theretofore issuable upon exercise of this Warrant, for the aggregate Exercise
Price in effect immediately prior to such consummation, such shares of stock,
other securities, cash or other assets as may be issued or payable in and
pursuant to the terms of such Special Transaction to the holders of shares of
Common Stock for which this Warrant could have been exercised immediately prior
to such Special Transaction. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be reasonably deemed appropriate (as determined by resolution of the Board of
Directors of the Company) in order to provide for adjustments of any shares of
the common stock of such successor or acquiring corporation for which this
Warrant thus becomes

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exercisable, which modifications shall be as equivalent as practicable to the
adjustments provided for in this Section 2.4. The foregoing provisions of this
Section 2.4 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or dispositions of assets.

         2.5.     NOTICE. In the event that:

                  (a)      the Company shall fix a record date for the holders
of shares of its Common Stock for the purpose of entitling them to receive any
dividend or other distribution of shares of Common Stock or other securities of
the Company; or

                  (b)      the Company shall enter into any agreement or adopt
any plan for a capital reorganization of the Company, the consolidation or
merger of the Company with or into another entity, or the sale or conveyance of
all or substantially all of the assets of the Company to another entity; or

                  (c)      the Company shall adopt any plan for or otherwise
shall become subject to any voluntary or involuntary dissolution, liquidation or
winding up of the Company, or

                  (d)      the Company shall propose to take any other action
that would require an adjustment pursuant to Sections 2.1 through 2.4,

then, and in each such case, the Company shall mail or cause to be mailed to the
Holder of this Warrant a notice stating, as the case may be: (i) the date on
which a record is to be fixed for the purpose of such dividend or distribution,
and stating the amount and character of such dividend or distribution, or (ii)
the date on which such reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up or other action is to become effective,
and the time, if any, to be fixed, as to which the holders of record of Common
Stock shall be entitled to exchange their shares of Common Stock for securities
or other property deliverable upon such reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up or other action. Such notice
shall be mailed at least 10 days prior to the date therein specified and this
Warrant may be exercised prior to said date during the Exercise Period, although
the failure to provide or to timely provide such notice shall not affect the
Company's right to conclude such transaction.

         2.6.     FRACTIONAL INTERESTS. The Company shall not be required to
issue fractions of shares of Common Stock upon the exercise of this Warrant. If
any fraction of a share of Common Stock would be issuable upon the exercise of
this Warrant, the Company shall, in lieu of such issuance, purchase such
fraction for an amount in cash equal to the current value of such fraction,
computed on the basis of the Fair Value.

         2.7.     EFFECT OF ABANDONMENT OF PLAN TO MAKE DISTRIBUTION. If the
Company shall fix a record date for the holders of its Common Stock for the
purpose of entitling them to receive a dividend or distribution and shall,
thereafter and before the distribution to shareholders thereof, abandon its plan
to pay or deliver such dividend or distribution, then thereafter no adjustment
shall be required by reason of the taking of such record date and any such
adjustment previously made in respect thereof shall be rescinded and annulled.

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         2.8.     CERTIFICATE AS TO ADJUSTMENTS. In the event of an adjustment
in the number of Warrant Shares or the Exercise Price, the Company will deliver
to the Holder a certificate reflecting such adjustment in accordance with the
terms of this Warrant.

         2.9.     NO OTHER ADJUSTMENTS REQUIRED. In case any event shall occur
as to which Sections 2.1 through 2.4 are not strictly applicable but as to which
the failure to make any adjustment would not fairly protect the repurchase
rights represented by this Warrant in accordance with the essential intent and
principles hereof then, in each such case, there shall be made such appropriate
adjustment, if any, on a basis consistent with the essential intent and
principles established herein, as shall be necessary to preserve the purchase
rights represented by the Warrant.

         2.10.    CERTAIN LIMITATIONS. Notwithstanding anything herein to the
contrary, the Company agrees not to enter into any transaction that, by reason
of any adjustment hereunder, would cause the Exercise Price to be less than the
par value (if any) per share of the Common Stock unless the Company first
reduces the par value of the Common Stock to be less than the Exercise Price
that would result from such transaction.

         2.11.    RESERVATION AND AUTHORIZATION OF COMMON STOCK, REGISTRATION
WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY. From and after the date hereof,
the Company shall at all times reserve and keep available for issuance upon the
exercise of the Warrant such number of its authorized but unissued shares of
Common Stock, free from preemptive rights, as will be sufficient to permit the
exercise in full of the Warrant. All shares of Common Stock issuable pursuant to
the terms hereof, when issued upon exercise of this Warrant with payment
therefor in accordance with the terms hereof, shall be duly and validly issued
and fully paid and nonassessable, not subject to preemptive rights and shall be
free and clear of any mortgage, pledge, deed of trust, lien, charge, encumbrance
or security interest of any kind.

         Before taking any action that would result in an adjustment in the
number of shares of Common Stock for which this Warrant is exercisable, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any governmental authority.

         If any shares of Common Stock required to be reserved for issuance upon
exercise of this Warrant require registration or qualification with any
governmental authority under any federal or state law before such shares may be
so issued, the Company will in good faith and as expeditiously as possible and
at its expense endeavor to cause such shares to be duly registered.

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         3.       RIGHTS OF THE HOLDER.

         3.1.     NO RIGHTS AS SHAREHOLDER. The Holder shall not, solely by
virtue of this Warrant and prior to the issuance of the Warrant Shares upon due
exercise hereof, be entitled to any rights of a shareholder in the Company.

         4.       TRANSFER OR LOSS OF WARRANT.

         4.1.     TRANSFER. Subject to compliance with federal and state
securities laws, the Holder may sell, assign, transfer or otherwise dispose of
all or any portion of this Warrant and the holders of the Warrant Shares
acquired upon any exercise hereof may sell, assign, transfer or otherwise
dispose of all or any portion of such Warrant Shares at any time and from time
to time. Upon the sale, assignment, transfer or other disposition of all or any
portion of this Warrant, the Holder shall deliver to the Company a written
notice of such in the form attached hereto as Exhibit B duly executed by Holder
which includes the identity and address of any purchaser, assignor or
transferee.

         4.2.     LOSS. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification or bond, and upon surrender and cancellation of
this Warrant, if mutilated, the Company shall execute and deliver a new Warrant
of like tenor and date.

         5.  REGISTRATION RIGHTS.

         5.1.     REGISTRATION. The Company shall, not later than December 31,
2002, file a Registration Statement under the Securities Act registering all of
the Warrant Shares to the extent required to permit the disposition of the
Warrant Shares so registered, and shall use its best efforts to cause such
Registration Statement to become effective as soon as possible thereafter. The
Company shall cause the Registration Statement registering the Warrant Shares to
remain effective until the later of one year after the Warrant Shares have been
issued or the expiration date of this Warrant.

         5.2.     INCIDENTAL REGISTRATION. If the Company at any time proposes
to file on its behalf and/or on behalf of any of its security holders (the
"demanding security holders") a Registration Statement under the Securities Act
on any form (other than a Registration Statement on Form S-4 or S-8 or any
successor form for securities to be offered in a transaction of the type
referred to in Rule 145 under the Securities Act or to employees of the Company
pursuant to any employee benefit plan, respectively) for the general
registration of securities to be sold for cash with respect to the Common Stock
or any other class of equity security (as defined in Section 3(a)(11) of the
Exchange Act) of the Company, it will give written notice to the Holder and the
holders of Warrant Shares at least 15 days before the initial filing with the
Securities and Exchange Commission (the "Commission") of such Registration
Statement, which notice shall set forth the intended method of disposition of
the securities proposed to be registered by the Company. The notice shall offer
to include in such filing the aggregate number of Warrant

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Shares, and the number of shares of Common Stock for which this Warrant is
exercisable, as the holders of such Warrant Shares and/or the Holder may
request.

         Notwithstanding the foregoing, no piggyback registration rights shall
be available if a shelf registration statement with respect to the Warrant
Shares is then in effect.

         The Holder and the holders of Warrant Shares shall advise the Company
in writing within 15 days after the date of receipt of such offer from the
Company, setting forth the amount of Warrant Shares for which registration is
requested. The Company shall thereupon include in such filing the number of
Warrant Shares for which registration is so requested, subject to the next
sentence, and shall use its best efforts to effect registration under the
Securities Act of such shares. If the managing underwriter of a proposed public
offering shall advise the Company in writing that, in its opinion, the
distribution of the Warrant Shares requested to be included in the registration
concurrently with the securities being registered by the Company or such
demanding security holder would materially and adversely affect the distribution
of such securities by the Company or such demanding security holder, then all
selling security holders (including any demanding security holder who initially
requested such registration), shall reduce the amount of securities each
intended to distribute through such offering on a pro rata basis. Except as
otherwise provided in Section 5.4, all expenses of such registration shall be
borne by the Company.

         5.3.     REGISTRATION PROCEDURE. If the Company is required by the
provisions of this Section 5 to effect the registration of any of its securities
under the Securities Act, the Company will, as expeditiously as possible:

                  (a)      prepare and file with the Commission a Registration
Statement with respect to such securities and use its best efforts to cause such
Registration Statement to become and remain effective for a period of time
required for the disposition of such securities by the holders thereof, but,
except as set forth in Section 5. 1, not to exceed 180 days,

                  (b)      prepare and file with the Commission such amendments
and supplements to such Registration Statement and the prospectus used in
connection therewith as may be necessary to keep such Registration Statement
effective and to comply with the provisions of the Securities Act with respect
to the sale or other disposition of all securities covered by such Registration
Statement until the earlier of such time as all of such securities have been
disposed of in a public offering or the expiration of such Registration
Statement as permitted under paragraph (a) above;

                  (c)      furnish to the holders of such securities such number
of copies of a summary prospectus or other prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents, as such holders may reasonably request;

                  (d)      use its best efforts to register or qualify the
securities covered by such Registration Statement under such other securities or
blue sky laws of such jurisdictions within the United States as the holders of
such securities shall request (provided, however, that the

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Company shall not be obligated to qualify as a foreign corporation to do
business under the laws of any jurisdiction in which it is not then qualified or
to file any general consent to service or process), and do such other reasonable
acts and things as may be required of it to enable such holders to consummate
the disposition in such jurisdiction of the securities covered by such
Registration Statement;

                  (e)      furnish, at the request of the holders of such
securities, on the date that the Warrant Shares are delivered to the
underwriters for sale pursuant to such registration or, if such Warrant Shares
are not being sold through underwriters, on the date that the Registration
Statement with respect to such Warrant Shares becomes effective, (1) an opinion,
dated such date, of the independent counsel representing the Company for the
purposes of such registration, addressed to the underwriters, if any, and if the
Warrant Shares are not being sold through underwriters, then to such holders, in
customary form and covering matters of the type customarily covered in such
legal opinions, and (2) a comfort letter dated such date, from the independent
certified public accountants of the Company, addressed to the underwriters, if
any, and if the Warrant Shares not being sold through underwriters, then to such
holders and, if such accountants refuse to deliver such letter to such holders,
then to the Company in a customary form and covering matters of the type
customarily covered by such comfort letters as the underwriters or such holders
shall reasonably request;

                  (f)      enter into customary agreements (including an
underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of such
securities; and

                  (g)      otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, but not later than 18
months after the effective date of the Registration Statement, an earnings
statement covering a period of at least 12 months beginning after the effective
date of such Registration Statement, which earnings statements shall satisfy the
provisions of Section 11 (a) of the Securities Act.

         It shall be a condition precedent to the obligation of the Company to
take any action pursuant to this Section 5 in respect of the securities which
are to be registered at the request of the holders of such securities that such
holders shall furnish to the Company such information regarding the securities
held by such holders and the intended method of disposition thereof as the
Company shall reasonably request and as shall be required in connection with the
action taken by the Company.

         5.4.     EXPENSES. All expenses incurred in complying with Section 5,
including, without limitation, all registration and filing fees (including all
expenses incident to filing with the National Association of Securities
Dealers), printing expenses, fees and disbursements of counsel for the Company,
expenses of any special audits incident to or required by any such registration
and expenses of complying with the securities or blue sky laws of any
jurisdictions pursuant to Section 5.3(d), shall be paid by the Company, except
that the Company shall not be liable for any fees, discounts or commissions to
any underwriter in respect of the Warrant Shares

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sold by each such holder or for the expenses of Holder's counsel in connection
with such registration.

         5.5.     INDEMNIFICATION AND CONTRIBUTION.

                  (a)      In the event of any registration of any of the
Warrant Shares under the Securities Act pursuant to this Section 5, the Company
shall indemnify and hold harmless the holders of Warrant Shares, each such
holder's directors and officers, and each other person (including each
underwriter) who participated in the offering of such Warrant Shares and each
other person, if any, who controls each such holder or such participating person
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which the holder or any such director or
officer or participating person or controlling person may become subject under
the Securities Act or any other statute or at common law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon (i) any alleged untrue statement of any material fact
contained, on the effective date thereof, in any Registration Statement under
which such securities were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, or (ii) any alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and shall reimburse the holder or such director, officer or participating person
or controlling person for any legal or any other expenses reasonably incurred by
the holder or such director, officer or participating person or controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any alleged untrue statement or alleged
omission made in such Registration Statement, preliminary prospectus, prospectus
or amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such holder specifically for use
therein. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of any such holder of Warrant Shares or such
director, officer or participating person or controlling person, and shall
survive the transfer of such securities by such holder.

                  (b)      Each holder of Warrant Shares, by acceptance thereof,
agrees to indemnify and hold harmless the Company, its directors and officers
and each other person, if any, who controls the Company within the meaning of
the Securities Act against any losses, claims, damages or liabilities, joint or
several, to which the Company or any such director or officer or any such person
may become subject under the Securities Act or any other statute or at common
law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon information in writing provided
to the Company by such holder specifically for use in the following documents
and contained, on the effective date thereof, in any Registration Statement
under which securities were registered under the Securities Act at the request
of such holder, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, but in an amount not to exceed
the net proceeds received by such holder in the offering.

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                  (c)      If the indemnification provided for in this Section 5
from the indemnifying party is unavailable to an indemnified party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified parties in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding. The liability of any holder of Warrant Shares
hereunder shall not exceed the net proceeds received by it in the offering.

The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5.5(c) were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

         5.6.     TERMINATION OF RESTRICTIONS. Notwithstanding any other
provision of this Warrant, the legend requirements of Section 1.3 shall
terminate as to any particular Warrant Shares when and so long as such security
shall have been effectively registered under the Securities Act and disposed of
pursuant thereto. Whenever the restrictions imposed by Section 1.3 shall
terminate as to any Warrant Shares, as hereinabove provided, the holder thereof
shall be entitled to receive from the Company, at the Company's expense, a new
certificate representing such Warrant Shares not bearing the restrictive legend
set forth in Section 1.3.

         5.7.     LISTING ON SECURITIES EXCHANGE. So long as any shares of
Common Stock shall be listed on a securities exchange, the Company shall, at its
expense, list thereon, maintain and, when necessary, increase such listing of,
all shares of Common Stock issued or, to the extent permissible under the
applicable securities exchange rules, issuable upon the exercise of this
Warrant.

         5.8.     SELECTION OF MANAGING UNDERWRITERS. The managing underwriter
or underwriters for any offering of Warrant Shares to be registered pursuant to
Section 5.1 shall be selected by the holders of Warrant Shares and shall be
reasonably acceptable to the Company.

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         6.MISCELLANEOUS.

         6.1.     NOTICES. All notices, requests, demands, claims and other
communications hereunder shall be in writing and shall be delivered by certified
or registered mail (first class postage pre-paid), or guaranteed overnight
delivery, to the Company at the address at which its principal business office
is located from time to time, and to the Holder at the address set forth in the
books of the Company.

         6.2.     EXPENSES; TAXES. All shares of Common Stock issuable upon the
exercise of this Warrant pursuant to the terms hereof shall be validly issued,
fully paid and nonassessable, issued without violation of any preemptive rights
and free and clear of any mortgage, pledge, deed of trust, lien, charge,
encumbrance or security interest of any kind. The Company shall pay all expenses
in connection with, and all taxes and other governmental charges that may be
imposed with respect to any such stock issuance or transfer or the transactions
contemplated hereby (other than taxes on the income of any holder of Warrant
Shares or any such holder's franchise taxes), unless such tax or charge is
imposed by applicable law upon such holder, in which case such taxes or charges
shall be paid by such holder, and the Company shall reimburse such holder
therefor on an after-tax basis; provided that such holder shall be required to
pay any taxes with respect to any transfer of such Common Stock to any other
person.

         6.3.     NO IMPAIRMENT; REGULATORY COMPLIANCE COOPERATION; FURTHER
ASSURANCES. The Company shall not by any action, including, without limitation,
amending its charter documents or through any reorganization, reclassification,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other similar voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of the Holder against impairment. Without limiting the generality of the
foregoing, the Company will (a) not increase the par value (if any) of any
shares of Common Stock issuable upon the exercise of this Warrant above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this Warrant, free and clear of any
mortgage, pledge, deed of trust, lien, charge, encumbrance or security interest
of any kind, (c) obtain all such authorizations, exemptions or consents from any
governmental authority as may be necessary to enable the Company to perform its
obligations under this Warrant and (d) execute, acknowledge and deliver such
other further agreements, instruments and documents and do such further acts as
may be necessary to preserve and maintain in full force and effect this Warrant
and the rights of the Holder herein and to carry out more effectively the
provisions and purposes of this Warrant.

         6.4.     AMENDMENT; WAIVER. This Warrant Certificate may not be
modified, amended, supplemented, canceled or discharged, except by written
instrument executed by the Company and the Holder. No failure to exercise, and
no delay in exercising, any right, power or privilege under this Warrant
Certificate shall operate as a waiver, nor shall any single or partial exercise
of any right, power or privilege hereunder preclude the exercise of any other
right, power or

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<PAGE>

privilege. No waiver of any breach of any provision shall be deemed to be a
waiver of any preceding or succeeding breach of the same or any other provision,
nor shall any waiver be implied from any course of dealing between the Company
and the Holder. No extension of time for performance of any obligations or other
acts hereunder or under any other agreement shall be deemed to be an extension
of the time for performance of any other obligations or any other acts.

         6.5.     HEADINGS. The headings contained in this Warrant Certificate
are for convenience of reference only and are not to be given any legal effect
and shall not affect the meaning or interpretation of this Warrant Certificate.

         6.6.     GOVERNING LAW; INTERPRETATION. This Warrant Certificate shall
be construed in accordance with and governed for all purposes by the laws of the
State of Delaware.

                            [SIGNATURES ON NEXT PAGE]

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<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed and delivered, effective as of the day and year first above written.

                            TIMCO AVIATION SERVICES, INC.

                            By:_________________________________________________
                                C. Robert Campbell, Executive Vice President

ATTEST:

_________________________________________
Philip B. Schwartz, Corporate Secretary

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<PAGE>

                                    EXHIBIT A

                                 EXERCISE NOTICE

[To be executed only upon exercise of Warrant]

         The undersigned registered owner of the attached Warrant Certificate
irrevocably exercises this Warrant for the purchase of the number of shares of
Common Stock, par value $.001 per share ("Common Stock"), of TIMCO Aviation
Services, Inc. (the "Company"), as is set forth below, and herewith makes
payment therefor, all at the price and on the terms and conditions specified in
the attached Warrant Certificate and requests that certificates for the shares
of Common Stock hereby purchased (and any securities or other property issuable
upon such exercise) be issued in the name of and delivered to the person
specified below whose address is set forth below, and, if such shares of Common
Stock shall not include all of the shares of Common Stock now and hereafter
issuable as provided in the attached Warrant Certificate, then the Company shall
promptly issue to the undersigned a new Warrant Certificate of like tenor and
date for the balance of the shares of Common Stock issuable thereunder.

Date: ______________________

Amount of Shares Purchased: ____________________

Aggregate Purchase Price: $_____________________

Printed Name of Registered Holder: _

Signature of Registered Holder: ____

NOTICE:         The signature on this Exercise Notice must correspond with the
                name as written upon the face of the attached Warrant
                Certificate in every particular, without alteration or
                enlargement or any change whatsoever.

Stock Certificates to be issued and registered in the following name, and
delivered to the following address:

                                   (Name)

                                   (Street Address)

                                   (City)                     (State) (Zip Code)

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<PAGE>

                                    EXHIBIT B

                                ASSIGNMENT NOTICE

[To be executed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto the person named below, whose address is set forth below, the rights
represented by the attached Warrant Certificate to purchase the number of shares
of Common Stock, par value $.001 per share ("Common Stock"), of TIMCO Aviation
Services, Inc. (the "Company"), as is set forth below, to which the attached
Warrant Certificate relates, and appoints __________________________ attorney to
transfer such rights on the books of the Company with full power of substitution
in the premises. If such shares of Common Stock of the Company shall not include
all of the shares of Common Stock now and hereafter issuable as provided in the
attached Warrant Certificate, then the Company shall promptly issue to the
undersigned a new Warrant Certificate of like tenor and date for the balance of
the Common Stock issuable thereunder.

Date: ______________________

Amount of Shares Purchased: ________________________

Aggregate Purchase Price:  $________________________

Printed Name of Registered Holder: _________________

Signature of Registered Holder: ___

NOTICE:         The signature on this Assignment Notice must correspond with the
                name as written upon the face of the attached Warrant
                Certificate in every particular, without alteration or
                enlargement or any change whatsoever.

Warrant Certificate for transferred Warrants to be issued and registered in the
following name, and delivered to the following address:

                                   (Name)

                                   (Street Address)

                                   (City)                     (State) (Zip Code)

                                       15