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                                                                   Exhibit 10.21

September 30, 1996


Mr. John Marsalisi
Chief Financial Officer
First Aviation Services, Inc.
One Omega Drive                                                   CONFIDENTIAL
Stamford, CT  06907

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

Dear Mr. Marsalisi:

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 One Omega Drive, Stamford, Connecticut, has been
engaged to serve as investment counselor and financial advisor to First Aviation
Services, Inc., Stamford, Connecticut ("First Aviation Services" or the
"Company".)

The undersigned hereby agree to the following terms and conditions:

1.         Exclusive Engagement Agreement. First Aviation Services does hereby
           engage First Equity as its exclusive investment counselor and
           financial advisor for the purpose of acquiring control of AMR Combs
           Aircraft Parts International ("API"), and for assisting in the
           implementation of such acquisition. An acquisition could include the
           purchase of all or part of the capital stock, debt or assets of API,
           or any subsidiary or division of API (any of the above hereinafter
           referred to as the "Acquisition").

           Execution of this Agreement by all parties will be First Equity's
           authority to proceed.

2.         Services Provided. The specific services that First Equity will
           provide throughout this assignment will vary depending upon the
           industry's performance, competitive dynamics and general market
           conditions.

3.         Term. Subject to the payment obligations set forth in Section 4
           below, this Agreement shall commence upon its execution by both
           parties and shall remain in full force and effect thereafter until
           the completion of the said acquisition, hereinafter referred to as
           the "Closing."
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First Aviation Services
September 30, 1996
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4.         Compensation.

(a)        Commencing upon execution of this agreement by both parties and
           ending at closing, First Equity will receive a fixed success fee of
           Two Hundred and Fifty Thousand Dollars ($250,000.00) to be paid at
           closing.

(b)        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 First Aviation Services and
           reimbursed to First Equity on a monthly basis. 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. First Equity's employees travel business class on air
           travel where such class of service is available, otherwise employees
           travel first class.

5.         Relationship. Nothing herein shall be deemed to constitute an
           employment or agency relationship between First Equity and First
           Aviation Services. 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 First Aviation Services in
           any manner whatsoever.

(a)        Recognizing that transactions of the type contemplated in this
           engagement sometimes result in litigation, and that First Equity's
           role is advisory, First Aviation Services agrees to indemnify First
           Equity (including its affiliated entities and its officers), against
           claims, losses and expenses incurred (including expense of
           investigation and preparation and reasonable fees and disbursements
           of First Equity and such persons' counsel) arising out of any action,
           claim or proceeding arising in connection with First Equity's
           engagement, and if indemnification were for any reason not to be
           available, to contribute to the settlement, loss or expenses involved
           in the proportion that First Aviation Services' 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 principally from First Equity's
           gross negligence or willful misconduct in performance of its services
           hereunder.

           First Equity shall use due care to avoid any litigation or claims
           relating to First Equity's services hereunder.
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First Aviation Services
September 30, 1996
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           In the event of such claim or litigation, First Equity shall
           immediately notify the Chief Financial Officer of First Aviation
           Services in writing, and shall cooperate and assist First Aviation
           Services in the defense and/or settlement of same. First Aviation
           Services' obligation to indemnify First Equity is conditioned upon
           such cooperation and assistance and First Aviation Services 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.

           First Equity shall retain the right to advertise its participation in
           the transaction after public disclosure of such transaction. All the
           marketing and advertising produced by First Equity shall be in a form
           consistent with industry practice.

6.         Assignment and Termination. This Agreement shall not be assignable by
           either party except affiliates or to successors to all or
           substantially all of either businesses. This Agreement may be
           terminated by either party on 30 days written notice. However, should
           First Aviation Services terminate this Agreement prior to the Term
           referred to in Section 3, First Aviation Services would be liable for
           all unpaid balances.

           Recognizing that First Equity introduced this transaction to the
           company, should the company not complete the acquisition of API and
           the company terminates this agreement, First Equity will not be
           precluded from participating as an advisor or principal in the
           acquisition of API.

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/ JOHN MARSALISI                        /s/ AARON P. HOLLANDER
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    John Marsalisi                            Aaron P. Hollander
    Chief Financial Officer                   Managing Director
    First Aviation Services, Inc.             First Equity Development, Inc.

    September 30, 1996                        September 30, 1996
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    Date                                      Date