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                                                                    Exhibit 10.5

                              EMPLOYMENT AGREEMENT


         This EMPLOYMENT AGREEMENT ("Agreement"), dated as of the 20th day of
March, 2002, by and between TIMCO AVIATION SERVICES, INC., a Delaware
corporation (the "Company"), and ROY T. RIMMER, JR. (the "Employee").

         In consideration of the mutual representations, warranties, covenants
and agreements contained in this Agreement and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

    1.   EMPLOYMENT.

         (a) RETENTION. The Company agrees to employ Employee as its Chairman
and Chief Executive Officer. Further, Employee shall serve pursuant to this
Agreement as an officer and director of each Company subsidiary and Affiliate
(defined below). Notwithstanding the foregoing, with the consent of the Board of
Directors the Employee may in the future relinquish his position as CEO and
continue as Chairman.

         (b) EMPLOYMENT PERIOD. Subject to the terms and conditions set forth
herein and unless sooner terminated as hereinafter provided, Company shall
employ Employee and Employee agrees to serve as an employee of Company for a
three year period, from the date hereof to and including the third anniversary
of the date of this Agreement, which initial term shall automatically renew for
consecutive one year periods, unless terminated by either party by twelve (12)
months notice prior to the expiration of the initial term or any renewal term
(the "Employment Term"). For purposes of this Agreement, the Employment Term and
any renewal term thereof are collectively referred to herein as the "Employment
Period."

         (c) DUTIES AND RESPONSIBILITIES. During the Employment Period, the
Employee shall serve as Chairman and Chief Executive Officer of the Company and
its subsidiaries. In such role, Employee shall have such authority and
responsibility and perform such duties as may be assigned to him from time to
time by the Board of Directors of the Company, and in the absence of such
assignment, such duties as are customary to Employee's office and as are
necessary or appropriate to the business and operations of the Company and its
subsidiaries. During the Employment Period, the Employee's employment shall be
full time, Employee shall perform his duties honestly, diligently, in good faith
and in the best interests of the Company and its subsidiaries, and Employee
shall use his best efforts to promote the interests of the Company and its
subsidiaries.

         (d) OTHER ACTIVITIES. Except upon the prior written consent of the
Company, the Employee, during the Employment Period, will not accept any other
employment. The Employee shall be permitted to serve in ventures such as passive
real estate investments, serving on charitable and civic boards and
organizations, and similar activities, so long as such activities do not
materially interfere with or detract from the performance of Employee's duties
or constitute a breach of any of the provisions contained in this Agreement.



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    2.   COMPENSATION.

         (a) BASE SALARY. In consideration for the Employee's services hereunder
and the restrictive covenants contained herein, the Employee shall be paid an
annual base salary of $425,000 (the "Salary"), which salary shall be payable
commencing as of January 1, 2002 and shall be payable in accordance with the
Company's customary payroll practices. Notwithstanding the foregoing, Employee's
annual Salary may be increased at anytime and from time to time to levels
greater than the level set forth in the preceding sentence at the discretion of
the Compensation Committee of the Board of Directors of the Company to reflect
merit or other increases.

         (b) BONUS. In addition to the Salary, the Employee shall be eligible to
receive an annual bonus ("Bonus") equal to 100% of the Employee's Base Salary.
The Bonus shall be based on the achievement of corporate goals and objectives as
established by the Compensation Committee of the Board of Directors. The
achievement of said goals and objectives shall be determined by the Compensation
Committee of the Board of Directors. With respect to any Fiscal Year during
which the Employee is employed by the Company for less than the entire Fiscal
Year, the Bonus shall be prorated for the period during which the Employee was
so employed. The Bonus shall be payable within thirty (30) days after the
Company completes the audit of its financial statements for the previous Fiscal
Year. The term "Fiscal Year" as used herein shall mean each period of twelve
(12) calendar months commencing on January 1st of each calendar year during the
Employment Period and expiring on December 31st of such year.

         (c) MERIT AND OTHER BONUSES. Employee shall be entitled to such other
bonuses, payments and benefits may be determined by the Board of Directors of
the Company or by a committee of the Board of Directors as determined by the
Board of Directors, in its sole discretion.

         (d) STOCK OPTIONS. On the Effective Date, the Company shall issue to
the Employee a five-year option to purchase 800,000 shares of the Company's
authorized but unissued common stock, which option shall be issued outside of
the Plan and pursuant to an option agreement the form of which is Exhibit "A"
hereto (collectively, the "Options"). The Options shall be at an exercise price
equal to the last closing price of the common stock on the date immediately
prior to the Effective Date ($1.02 per share). The Options shall vest 1/3 on
date of grant, 1/3 on the first anniversary of the Effective Date and 1/3 on the
second anniversary of the Effective Date. The Employee shall also be entitled to
participate and receive option grants in the future, as may be determined by the
Compensation Committee of the Board of Directors of the Company.

         (e) OTHER COMPENSATION PROGRAMS. The Employee shall be entitled to
participate in the Company's incentive and deferred compensation programs and
such other programs as are established and maintained generally for the benefit
of the Company's employees or executive officers, subject to the provisions of
such plans or programs.

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         (f) VACATIONS. The Employee shall be entitled to four weeks of vacation
on an annual basis. Employee shall be entitled to be reimbursed annually for any
accrued and unused vacation time from the previous year.

         (g) OTHER BENEFITS. During the term of this Agreement, the Employee
shall also be entitled to participate in any other health insurance programs,
life insurance programs, disability programs, stock option plans, bonus plans,
pension plans and other fringe benefit plans and programs as are from time to
time established and maintained for the benefit of the Company's employees or
executive officers, subject to the provisions of such plans and programs.
Further, the Company shall provide Employee with the use of an automobile while
he is in Greensboro, N.C., such make and model of automobile to be reasonably
acceptable to Employee.

         (h) ANNUAL PHYSICAL. The Company shall pay all direct costs of
Employee's annual executive physical at the Mayo Clinic.

         (i) EXPENSES. The Employee shall be reimbursed for all out-of-pocket
expenses reasonably incurred by him on behalf of or in connection with the
business of the Company, pursuant to the normal standards and guidelines
followed from time to time by the Company.

    3.   TERMINATION.

         (a) FOR CAUSE. The Company shall have the right to terminate this
Agreement and to discharge the Employee for Cause (as defined below), at any
time during the term of this Agreement. Termination for Cause shall mean, during
the term of this Agreement, (i) Employee's conduct that would constitute under
federal or state law either a felony or a misdemeanor involving moral turpitude,
or a determination by the Company's Board of Directors, after consideration of
all available information and following the procedures set forth below, that
Employee has willfully violated Company policies or procedures involving
discrimination, harassment, alcohol or substance abuse, or work place violence
causing material injury to the Company, (ii) Employee's actions or omissions
that constitute fraud, dishonesty or gross misconduct, (iii) Employee's knowing
and intentional breach of any fiduciary duty that causes material injury to the
Company, and (iv) Employee's inability to perform his material duties, after
reasonable notice and an opportunity to resolve the issues, due to alcohol or
other substance abuse. Any termination for Cause pursuant to this Section shall
be given to the Employee in writing and shall set forth in detail all acts or
omissions upon which the Company is relying to terminate the Employee for Cause.

         Upon any determination by the Company that Cause exists to terminate
the Employee, the Company shall cause a special meeting of the Board of
Directors to be called and held at a time mutually convenient to the Board of
Directors and Employee, but in no event later than ten (10) business days after
Employee's receipt of the notice that the Company intends to terminate the
Employee for Cause. Employee shall have the right to appear before such special
meeting of the Board of Directors with legal counsel of his choosing to refute
such allegations and shall

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have a reasonable period of time to cure any actions or omissions which provide
the Company with a basis to terminate the Employee for Cause (provided that such
cure period shall not exceed 30 days). A majority of the members of the Board of
Directors must affirm that Cause exists to terminate the Employee. No finding by
the Board of Directors will prevent the Employee from contesting such
determination through appropriate legal proceedings provided that the Employee's
sole remedy shall be to sue for damages, not reinstatement, and damages shall be
limited to those that would be paid to the Employee if he had been terminated
without Cause. In the event the Company terminates the Employee for Cause, the
Company shall only be obligated to continue to pay in the ordinary and normal
course of its business to the Employee his Salary plus accrued but unused
vacation time through the termination date and the Company shall have no further
obligations to Employee from and after the date of termination.

         (b) RESIGNATION BY EMPLOYEE. If the Employee shall resign or otherwise
terminate his employment with the Company at anytime during the term of this
Agreement (other than for Good Reason (defined below) within two years after a
Change of Control (defined below), the Employee shall only be entitled to
receive his accrued and unpaid Salary through the termination date, and the
Company shall have no further obligations under this Agreement from and after
the date of resignation.

         (c) TERMINATION BY COMPANY WITHOUT CAUSE. At any time during the term
of this Agreement the Company shall have the right to terminate this Agreement
and to discharge the Employee without Cause effective upon delivery of written
notice to the Employee. Upon any such termination by the Company without Cause,
the Company shall pay to the Employee all of the Employee's accrued but unpaid
Salary through the date of termination, and continue to pay to or provide for
the Employee (a) his Salary payable in accordance with Section 2(a) for three
(3) years from the date of termination, when and as the same would have been due
and payable hereunder but for such termination, (b) all health benefits in which
Employee was entitled to participate at any time during the 12-month period
prior to the date of termination, until the earliest to occur of the second
anniversary of the date of termination, the Employee's death, or the date on
which the Employee becomes covered by a comparable health benefit plan by a
subsequent employer; provided, however, that in the event that Employee's
continued participation in any health benefit plan of the Company is prohibited,
the Company will arrange to provide Employee with benefits substantially similar
to those which Employee would have been entitled to receive under such plan for
such period on a basis which provides Employee with no additional after tax
cost, (c) all stock option grants, or other stock grants issued during the term
of this Agreement, will immediately vest and such options will remain
exercisable for the lesser of the unexpired term of the option without regard to
the termination of Employee's employment or two (2) years from the date of
termination of employment and (d) all long term incentive cash grants and
bonuses provided to the Employee shall immediately vest as if all targets and
conditions had been met and shall be paid by the Company to the Employee at such
times as the Company would have been required to make such payments if this
Agreement had remained in effect, provided, however, that in the case of
incentives partially or completely contingent on the providing of service for a
specific period of time, the total amount to be paid by the Company shall be
equal to the maximum amount payable if all conditions were met, multiplied by a
fraction, the numerator of which is the period of service that would have been
served if the Employee's employment had terminated as of the last day of the
fiscal year in which his employment was terminated, and the denominator of which
is the total period of time

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specified as a condition to the incentive (collectively, the foregoing
consideration payable to the Employee shall be referred to herein as the
"Severance Payment"). Other than the Severance Payment, the Company shall have
no further obligation to the Employee except for the obligations set forth in
Section 12 of this Agreement after the date of such termination; provided,
however, that the Employee shall only be entitled to continuation of the
Severance Payments as long as he is in compliance with the provisions of
Sections 6 and 7 of this Agreement.

         (d) DISABILITY OF THE EMPLOYEE. This Agreement may be terminated by the
Company upon the Disability of the Employee. "Disability" shall mean any mental
or physical illness, condition, disability or incapacity which prevents the
Employee from reasonably discharging his duties and responsibilities under this
Agreement for a period of 180 consecutive days. In the event that any
disagreement or dispute shall arise between the Company and the Employee as to
whether the Employee suffers from any Disability, then, in such event, the
Employee shall submit to the physical or mental examination of a physician
licensed under the laws of the State of North Carolina, who is mutually
agreeable to the Company and the Employee, and such physician shall determine
whether the Employee suffers from any Disability. In the absence of fraud or bad
faith, the determination of such physician shall be final and binding upon the
Company and the Employee. The entire cost of such examination shall be paid for
solely by the Company. In the event the Company has purchased Disability
insurance for Employee, the Employee shall be deemed disabled if he is
completely (fully) disabled as defined by the terms of the Disability policy. In
the event that at any time during the term of this Agreement the Employee shall
suffer a Disability and the Company terminates the Employee's employment for
such Disability, such Disability shall be considered to be a termination by the
Company without Cause and the Severance Payments shall be paid to the Employee
to the same extent and in the same manner as provided for in paragraph (c)
above, except that payment of the Salary in accordance with said paragraph shall
be mitigated to the extent payments are made to the Employee pursuant to
disability insurance programs maintained by the Company.

         (e) DEATH OF THE EMPLOYEE. In the event of the death of Employee, the
employment of the Employee by the Company shall automatically terminate on the
date of the Employee's death and the Company shall only be obligated to pay
Employee's estate Employee's accrued and unpaid Salary through the termination
date plus accrued but unused vacation time through the termination date and the
Company shall have no further obligations to Employee from and after the date of
termination. The Company agrees to maintain a term life insurance policy on the
life of the Employee in the face amount of $4.0 million payable to a beneficiary
designated by Employee (assuming Employee is insurable).

    4.   TERMINATION OF EMPLOYMENT BY EMPLOYEE FOR CHANGE OF CONTROL.

         (a) TERMINATION RIGHTS. Notwithstanding the provisions of Section 2 and
Section 3 of this Agreement, in the event that there shall occur a Change of
Control (as defined below) of the Company and within two years after such Change
of Control the Employee's employment hereunder is terminated by the Company
without Cause, or within such two year period the Employee terminates his
employment with the Company for Good Reason), then the Company shall be required
to pay to the Employee (i) the Severance Payment provided in Section 3(c),
except that such Severance Payment shall be paid in a single lump sum in full,
and (ii) the product of three multiplied by the maximum Bonus that Employee
received in the Fiscal

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Year prior to the Fiscal Year in which such termination occurs, assuming that
all performance objectives are met, in a single lump sum. The foregoing payments
shall be made no later than 10 days after the Employee's termination pursuant to
this Section 4. To the extent that payments are owed by the Company to the
Employee pursuant to this Section 4, they shall be made in lieu of payments
pursuant to Section 3, and in no event shall the Company be required to make
payments or provide benefits to the Employee under both Section 3 and Section 4.

         (b) CHANGE OF CONTROL OF THE COMPANY DEFINED. For purposes of this
Agreement, a "Change of Control of the Company" shall be deemed to have occurred
if:

             (i) Any "person" (as such term is defined in Sections 13(d)(3) and
Section 14(d)(3) of the Exchange Act), other than the Company, any
majority-owned subsidiary of the Company, any compensation plan of the Company,
any majority-owned subsidiary of the Company or Lacy J. Harber and his
affiliates, becomes the "beneficial owner" (as such term is defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing more than 50% of the combined voting power of the Company; or

             (ii) The shareholders of the Company approve (1) a reorganization,
merger, or consolidation with respect to which persons who were the shareholders
of the Company immediately prior to such reorganization, merger, or
consolidation do not immediately thereafter own more than 50% of the combined
voting power entitled to vote generally in the election of the directors of the
reorganized, merged or consolidated entity; (2) a liquidation or dissolution of
the Company; or (3) the sale of all or substantially all of the assets of the
Company or of a subsidiary of the Company that accounts for more than 66 2/3% of
the consolidated revenues of the Company, but not including a reorganization,
merger or consolidation of the Company.

         (c) GOOD REASON DEFINED. For purposes of this Agreement, "Good Reason"
shall mean a termination by Employee of his employment with the Company after a
Change of Control based upon a significant demotion or material adverse change
in Employee's duties and responsibilities, unless such change has previously
been agreed to in writing by Employee.

    5.   SUCCESSOR TO COMPANY. The Company shall require any successor, whether
direct or indirect, to all or substantially all of the business, properties and
assets of the Company whether by purchase, merger, consolidation or otherwise,
prior to or simultaneously with such purchase, merger, consolidation or other
acquisition to execute and to deliver to the Employee a written instrument in
form and in substance reasonably satisfactory to the Employee pursuant to which
any such successor shall agree to assume and to timely perform or to cause to be
timely performed all of the Company's covenants, agreements and obligations set
forth in this Agreement (a "Successor Agreement"). The failure of the Company to
cause any such successor to execute and deliver a Successor Agreement to the
Employee shall constitute a material breach of the provisions of this Agreement
by the Company.

    6.   RESTRICTIVE COVENANTS. In consideration of his employment and the
other benefits arising under this Agreement, the Employee agrees that during the
term of this Agreement, and for a period of one (1) year following the
termination of this Agreement, the Employee shall not directly or indirectly:

                                      -6-

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         (a) alone or as a partner, joint venturer, officer, director, member,
employee, consultant, agent, independent contractor or stockholder of, or lender
to, any company or business, engage in any business which competes, directly or
indirectly, with any business of the Company; provided, however, that the
beneficial ownership of less than one percent (1%) of the shares of stock of any
corporation having a class of equity securities actively traded on a national
securities exchange or over-the-counter market shall not be deemed, in and of
itself, to violate the prohibitions of this Section; or

         (b) for any reason, (i) induce any customer of the Company or any of
its subsidiaries or affiliates to patronize any business directly or indirectly
in competition with the businesses conducted by the Company or any of its
subsidiaries or affiliates in any market in which the Company or any of its
subsidiaries or affiliates does business; (ii) canvass, solicit or accept from
any customer of the Company or any of its subsidiaries or affiliates any such
competitive business; or (iii) request or advise any customer or vendor of the
Company or any of its subsidiaries or affiliates to withdraw, curtail or cancel
any such customer's or vendor's business with the Company or any of its
subsidiaries or affiliates; or

         (c) for any reason, employ, or knowingly permit any company or business
directly or indirectly controlled by him, to employ, any person who was employed
by the Company or any of its subsidiaries or affiliates at or within the prior
six months, or in any manner seek to induce any such person to leave his or her
employment.

    7.   CONFIDENTIALITY. The Employee agrees that at all times during the term
of this Agreement and after the termination of employment for as long as such
information remains non-public information, the Employee shall (i) hold in
confidence and refrain from disclosing to any other party all information,
whether written or oral, tangible or intangible, of a private, secret,
proprietary or confidential nature, of or concerning the Company or any of its
subsidiaries or affiliates and their business and operations, and all files,
letters, memoranda, reports, records, computer disks or other computer storage
medium, data, models or any photographic or other tangible materials containing
such information ("Confidential Information"), including without limitation, any
sales, promotional or marketing plans, programs, techniques, practices or
strategies, any expansion plans (including existing and entry into new
geographic and/or product markets), and any customer lists, (ii) use the
Confidential Information solely in connection with his employment with the
Company or any of its subsidiaries or affiliates and for no other purpose, (iii)
take all precautions necessary to ensure that the Confidential Information shall
not be, or be permitted to be, shown, copied or disclosed to third parties,
without the prior written consent of the Company or any of its subsidiaries or
affiliates, and (iv) observe all security policies implemented by the Company or
any of its subsidiaries or affiliates from time to time with respect to the
Confidential Information. In the event that the Employee is ordered to disclose
any Confidential Information, whether in a legal or regulatory proceeding or
otherwise, the Employee shall provide the Company or any of its subsidiaries or
affiliates with prompt notice of such request or order so that the Company or
any of its subsidiaries or affiliates may seek to prevent disclosure. In
addition to the foregoing the Employee shall not at any time libel, defame,
ridicule or otherwise disparage the Company.

    8.   SPECIFIC PERFORMANCE; INJUNCTION. The parties agree and acknowledge
that the restrictions contained in Sections 6 and 7 are reasonable in scope and
duration and are necessary

                                      -7-

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to protect the Company or any of its subsidiaries or affiliates. If any
provision of Section 6 or 7 as applied to any party or to any circumstance is
adjudged by a court to be invalid or unenforceable, the same shall in no way
affect any other circumstance or the validity or enforceability of any other
provision of this Agreement. If any such provision, or any part thereof, is held
to be unenforceable because of the duration of such provision or the area
covered thereby, the parties agree that the court making such determination
shall have the power to reduce the duration and/or area of such provision,
and/or to delete specific words or phrases, and in its reduced form, such
provision shall then be enforceable and shall be enforced. The Employee agrees
and acknowledges that the breach of Section 6 or 7 will cause irreparable injury
to the Company or any of its subsidiaries or affiliates and upon breach of any
provision of such Sections, the Company or any of its subsidiaries or affiliates
shall be entitled to injunctive relief, specific performance or other equitable
relief, without being required to post a bond; provided, however, that, this
shall in no way limit any other remedies which the Company or any of its
subsidiaries or affiliates may have (including, without limitation, the right to
seek monetary damages).

    9.   NOTICES. All notices, requests, demands, claims and other
communications hereunder shall be in writing and shall be deemed given if
delivered by hand delivery, by certified or registered mail (first class postage
pre-paid), guaranteed overnight delivery or facsimile transmission if such
transmission is confirmed by delivery by certified or registered mail (first
class postage pre-paid) or guaranteed overnight delivery to, the following
addresses and telecopy numbers (or to such other addresses or telecopy numbers
which such party shall designate in writing to the other parties): (a) if to the
Company, at its principal executive offices, addressed to the President and
Chief Operating Officer, with a copy to Philip B. Schwartz, Esq., Akerman,
Senterfitt & Eidson, P.A., One Southeast Third Avenue, Miami, Florida 33156; and
(b) if to the Employee, at the address listed on the signature page hereto.

    10.  AMENDMENT; WAIVER. This Agreement may not be modified, amended, or
supplemented, except by written instrument executed by all parties. No failure
to exercise, and no delay in exercising, any right, power or privilege under
this Agreement 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 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 parties. 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. The rights and remedies of the parties under this Agreement are in
addition to all other rights and remedies, at law or equity, that they may have
against each other.

    11.  ASSIGNMENT; THIRD PARTY BENEFICIARY. This Agreement, and the
Employee's rights and obligations hereunder, may not be assigned or delegated by
him. The Company may assign its rights, and delegate its obligations, hereunder
to any affiliate of the Company, or any successor to the Company or its Aviation
Services Business, specifically including the restrictive covenants set forth in
Section 6 hereof. The rights and obligations of the Company under this Agreement
shall inure to the benefit of and be binding upon its respective successors and
assigns.

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    12.  SEVERABILITY; SURVIVAL. In the event that any provision of this
Agreement is found to be void and unenforceable by a court of competent
jurisdiction, then such unenforceable provision shall be deemed modified so as
to be enforceable (or if not subject to modification then eliminated herefrom)
to the extent necessary to permit the remaining provisions to be enforced in
accordance with the parties intention. The provisions of Sections 6 and 7 will
survive the termination for any reason of the Employee's relationship with the
Company.

    13.  INDEMNIFICATION. The Company agrees to indemnify the Employee
during the term and after termination of this Agreement in accordance with the
provisions of the Company's certificate of incorporation and bylaws and the
Delaware General Corporation Law.

    14.  COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument.

    15.  GOVERNING LAW. This Agreement shall be construed in accordance with
and governed for all purposes by the laws of the State of North Carolina
applicable to contracts executed and to be wholly performed within such State.

    16.  ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties in respect of its subject matter and supersedes all prior
agreements and understandings (oral or written) between or among the parties
with respect to such subject matter.

    17.  HEADINGS. The headings of Paragraphs and Sections are for
convenience of reference and are not part of this Agreement and shall not affect
the interpretation of any of its terms.

    18.  CONSTRUCTION. This Agreement shall be construed as a whole
according to its fair meaning and not strictly for or against any party. The
parties acknowledge that each of them has reviewed this Agreement and has had
the opportunity to have it reviewed by their respective attorneys and that any
rule of construction to the effect that ambiguities are to be resolved against
the drafting party shall not apply in the interpretation of this Agreement.

    19.  RESOLUTION OF DISPUTES. Any disputes arising under or in connection
with this Agreement shall be resolved by third party mediation of the dispute
and, failing that, by binding arbitration to be held in Greensboro, North
Carolina in accordance with the rules and procedures of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.

    20.  ATTORNEY'S FEES. If at any time during the term of this Agreement
or afterwards there should arise any dispute as to the validity, interpretation
or application of any term or condition of this agreement, the Company agrees,
upon written demand by the Employee (and Employee shall be entitled upon
application to any court of competent jurisdiction, to the entry of a mandatory
injunction, without the necessity of posting any bond with respect thereto,
compelling the Company) to promptly provide sums sufficient to pay on a current
basis (either directly or by reimbursing Employee) Employee's costs and
reasonable attorneys' fees (including expenses of investigation and
disbursements for the fees and expenses of experts, etc.) incurred

                                      -9-

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by the Employee in connection with any such dispute or any litigation, provided
that Employee shall repay any such amounts paid or advanced if Employee is not
the prevailing party with respect to at least one material claim or issue in
such dispute or litigation. The provisions of this Section 19, without
implication as to any other section hereof, shall survive the expiration or
termination of this Agreement and Employee's employment hereunder.

    21.  WITHHOLDING. All payments made to the Employee shall be made net of
any applicable withholding for income taxes and the Employee's share of FICA,
FUTA or other taxes. The Company shall withhold such amounts from such payments
to the extent required by applicable law and remit such amounts to the
applicable governmental authorities in accordance with applicable law.

    IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first above written.


                                               TIMCO AVIATION SERVICES, INC., a
                                               Delaware corporation



                                               By: /s/ Gil West
                                                   -----------------------------
                                                   Gil West, President and COO


                                               EMPLOYEE:


                                               /s/ Roy T. Rimmer, Jr.
                                               ---------------------------------
                                               ROY T. RIMMER, JR.

                                               Address for Notices:
                                               [intentionally omitted]







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