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                                                                  Exhibit 10.116

             AMENDED AND RESTATED CONSOLIDATED TERM PROMISSORY NOTE

$14,411,704.00                                                March 31, 2004

         FOR VALUE RECEIVED, the undersigned, TIMCO AVIATION SERVICES, INC., a
Delaware corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the order of
LJH, LTD., a Texas limited partnership (the "LENDER"), the principal amount of
FOURTEEN MILLION, FOUR HUNDRED ELEVEN THOUSAND, SEVEN HUNDRED FOUR and NO/100
DOLLARS (or such lesser amount as shall have been advanced and remain
outstanding hereunder) on January 31, 2008 (or if not a Business Day (defined
below), the next preceding Business Day) (the "MATURITY DATE").

         1.       Interest. The Borrower further promises to pay interest on the
unpaid principal amount of the indebtedness evidenced hereby from January 1,
2004 until such principal amount is paid in full at a per annum rate of interest
equal to eighteen percent (18%). Accrued interest shall be payable as follows:
six percent (6%) per annum shall be payable, in arrears, on January 31, 2005, on
August 31, 2005, and on the last day of each consecutive six-month period
thereafter and, if not theretofore paid in full, on the Maturity Date. On each
date a cash interest payment is due (an "INTEREST PAYMENT DATE"), the unpaid
portion of all accrued interest shall automatically compound and be deemed paid,
and shall thereafter accrue interest from such Interest Payment Date at the rate
of interest provided for herein. Notwithstanding the foregoing, effective
immediately upon the occurrence of an Event of Default (as such term is defined
below), and for as long thereafter as such Event of Default shall be continuing
unwaived, the principal balance outstanding hereunder shall bear interest at the
lesser of: (i) twenty (20%) percent per annum; (ii) or the highest rate
permitted by applicable law. Interest at the per annum rate set forth above will
be calculated at a daily rate for a year of 365/366 days (as the case may be);
that amount is multiplied by the actual number of days for which any principal
is outstanding hereunder). Notwithstanding any contrary provision of this Note,
the Lender does not intend to charge and the Borrower shall not be required to
pay any amount of interest or other charges in excess of the maximum permitted
by applicable law. The Borrower agrees that during the full term hereof, the
maximum lawful interest rate for this Note as determined under Texas law shall
be the indicated weekly ceiling as specified in Chapter 303 of the Texas Finance
Code, as amended. Further, to the extent that any other lawful rate ceiling
exceeds the rate ceiling so determined then the higher rate ceiling shall apply.
Any payment in excess of such maximum shall be refunded to Borrower or credited
against principal, at the option of the Lender.

         2.       Use of Proceeds. This Note consolidates the following
indebtedness of Borrower to Lender: (i) purchase money loan made on October 11,
2002 in the original principal amount of $1,300,000, plus accrued and unpaid
interest thereon through March 31, 2004 of $193,237, the proceeds of which were
used to acquire 100% of the capital stock and assets of Brice Manufacturing
Company, Inc. ("Brice Purchase Money Loan"); (ii) loans aggregating $6,050,000
in principal from May 14, 2003 through July 3, 2003, plus accrued and unpaid
interest thereon through March 31, 2004 of $817,573, the proceeds of which were
used to refinance indebtedness of subsidiaries of Borrower to Citicorp USA,
Inc., as Agent ("Credit Facility Refinancing Loan"); (iii) purchase money loan
on May 14, 2003 in the original principal amount of $900,000, plus accrued and
unpaid interest thereon through March 31, 2004 of $112,484, the proceeds of
which were used to acquire certain inventory located at the Phoenix Goodyear
Airport, Goodyear, Arizona pursuant to that certain
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Bill of Sale dated May ___, 2003 from Lender in favor of Borrower ("Goodyear
Inventory Purchase Money Loan"); and (iv) loans aggregating $5,000,000 made on
January 30, 2004 to refinance a portion of that certain $10,000,000 term loan
from Bank of America, N.A. to Borrower extended on February 14, 2001 ("Term Loan
Refinancing Loan"), plus accrued and unpaid interest thereon through March 31,
2004 of $38,409. This Note amends and restates and replaces in its entirety
that certain Term Promissory Note dated as of May 14, 2003 from Borrower in
favor of Lender in the original principal amount of $7,350,000 and that certain
$5,000,000 Term Promissory Note dated as of January 30, 2004 from Borrower in
favor of Lender.

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

         4.       Subordination. The indebtedness evidence by this Note shall be
subordinate and inferior in right of payment to (i) the obligations evidenced by
that certain Financing Agreement among Borrower, certain subsidiaries of
Borrower, the financial institutions from time to time party thereto
and The CIT Group / Business Credit, Inc., as agent (in such capacity,"CIT")
dated as of April 5, 2004 ("CIT Credit Agreement"); and (ii) the obligations
evidenced by that certain Financing Agreement among Borrower, certain
subsidiaries of Borrower and Hilco Capital LP ("Hilco") dated as of April 5,
2004 ("Hilco Credit Agreement"). The indebtedness evidenced by this Note, and
the rights and remedies of the holder of this Note, is subject in all respects
to that certain Intercreditor Agreement dated as of April 5, 2004 among the
Lender and Hilco (the "CIT/HILCO Intercreditor Agreement"), and the holder of
this Note shall not take any actions against the Borrower or any of its property
in contravention of the terms of the CIT/HILCO Intercreditor Agreement.

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

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payment to (x) the indebtedness evidenced by that certain Indenture dated as of
February 17, 1998, as amended, among the Borrower, certain subsidiaries of the
Borrower, and SunTrust Bank, as Trustee and (y) the indebtedness evidenced by
that certain Indenture dated as of September 20, 2002, as amended, among the
Borrower, certain subsidiaries of the Borrower, and HSBC Bank USA, as Trustee.

         6.       Representations. The Borrower hereby represents and warrants
to the Lender that the execution, delivery and performance of this Note by the
Borrower and the other agreements and documents executed and delivered in
connection therewith by the Borrower (collectively, the "ANCILLARY DOCUMENTS")
do not and will not (i) conflict with the organizational documents or by-laws of
Borrower, (ii) constitute a tortious interference with any contractual
obligation of the Borrower or conflict with, result in a breach of or constitute
(with or without notice or lapse of time or both) a default under any applicable
law or contractual obligation of the Borrower, or require termination of any
such contractual obligation, or (iii) require any approval of the shareholders
of the Borrower.

         7.       Authority and Enforceability. The Borrower has the requisite
power and authority to execute, deliver and perform this Note and the Ancillary
Documents. The execution, delivery and performance of this Note and the
Ancillary Documents have been duly authorized by all necessary corporate action
of the Borrower and such authorization has not been rescinded. No other
corporate action or proceedings on the part of the Borrower are necessary to
consummate such transactions. This Note and the Ancillary Documents have been
duly executed and delivered on behalf of the Borrower and constitute Borrower's
legal, valid and binding obligations, enforceable against the Borrower in
accordance with their respective terms.

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

         (a)      Failure to Make Payments When Due. The Borrower shall fail to
pay when due any principal of or interest on the indebtedness evidenced by this
Note in accordance with the terms hereof (for purposes of clarification, the
Borrower's election to allow interest to automatically compound and be deemed
paid hereunder shall not constitute an Event of Default under this Note).

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

         (c)      Voluntary Bankruptcy; Appointment of Receiver, Etc. The
Borrower shall have an order for relief entered with respect to it or commence a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or shall consent to the entry of an order for relief
in an involuntary case, or to the conversion of an involuntary case to a

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voluntary case, under any such law, or shall consent to the appointment of or
taking possession by a receiver, trustee or other custodian for all or a
substantial part of its property; or the Borrower shall make any assignment for
the benefit of creditors or shall be unable or fail, or admit in writing its
inability, to pay its debts as such debts become due; or the shareholders or
board of directors (or equivalent) of the Borrower adopts any resolution or
otherwise authorizes any action to approve any of the foregoing.

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

         (e)      Cross-Default. There shall have occurred an acceleration of
the indebtedness evidenced by the CIT Credit Agreement or the Hilco Credit
Agreement (or any credit agreement executed in respect of the refinancing of the
CIT Credit Agreement or the Hilco Credit Agreement).

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

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

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deposition or other proceeding in which the Lender is called to testify, in each
case, relating in any way to such obligations, the Borrower, this Note or any of
such other agreements and documents; and (vii) any amendments, consents,
waivers, assignments, restatements, or supplements to this Note or any of such
agreements and documents and the preparation, negotiation, and execution of the
same (collectively "Transaction Expenses").

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

         11.      Indemnity. The Borrower further agrees (a) to indemnify and
hold harmless the Lender and each of its officers, directors, employees,
attorneys and agents (collectively, the "INDEMNITEES") from and against any and
all liabilities, obligations, losses (other than loss of profits), damages,
penalties, actions, judgments, suits, claims, costs, expenses and disbursements
of any kind or nature whatsoever and including, without limitation, the fees and
disbursements of counsel for such Indemnitees in connection with any
investigative, administrative or judicial proceeding, whether or not such
Indemnitees shall be designated a party thereto), imposed on, incurred by, or
asserted against such Indemnitees in any manner relating to or arising out of
(i) this Note or the agreements and documents executed and delivered in
connection therewith, the making of the loans evidenced hereby, the management
of such loans, the use or intended use of the proceeds of such loans, or any of
the other transactions contemplated by any of the agreements and documents
executed and delivered in connection herewith, or (ii) any liabilities and costs
relating to any violation by the Borrower or its predecessors-in-interest of any
environmental, health or safety requirements of law, the past, present or future
operations of the Borrower or its predecessors-in-interest, or the past, present
or future environmental, health or safety condition of any respective past,
present or future property of such persons, the presence of asbestos-containing
materials at any respective past, present or future property of such persons, or
the release or threatened release of any contaminant into the environment by the
Borrower or its predecessors-in-interest, or the release or threatened release
of any contaminant into the environment from or at any facility to which the
Borrower or its predecessors-in-interest sent or directly arranged the transport
of any contaminant (collectively, the "INDEMNIFIED MATTERS"), provided, however,
the Borrower shall have no obligation to an Indemnitee hereunder with respect to
Indemnified Matters caused by or resulting from the "willful misconduct" or
"gross negligence" of such Indemnitee, as determined by a final, nonappealable
order of a court of competent jurisdiction and (b) not to assert any claim
against any of the Indemnified Parties on any theory of liability for special,
indirect, consequential or punitive damages arising out of, or in any way in
connection with, the loans made hereunder or the transactions evidenced by the

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agreements and documents executed and delivered in connection herewith, and/or
any other matters governed by this Note and such other agreements and documents.
To the extent that the undertaking to indemnify, pay and hold harmless set forth
in the preceding sentence may be unenforceable because it is violative of any
law or public policy, the Borrower shall contribute the maximum portion which it
is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Matters incurred by the Indemnitees. The Lender
agrees to notify the Borrower of the institution or assertion of any Indemnified
Matter, but the parties hereto hereby agree that the failure to so notify the
Borrower shall not release the Borrower from its obligations hereunder, except
to the extent of any material increase in the liabilities of the Borrower
hereunder directly resulting from such failure to receive notice from such
Indemnitees. Amounts due under this Section 11 are referred to collectively in
"Indemnification Obligations."

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

                  If to the Borrower:

                  c/o TIMCO Aviation Services, Inc.
                  623 Radar Road
                  Greensboro, North Carolina 27410
                  Attn:        Chief Financial Officer
                  Facsimile:   336-665-9011

                  with a copy to:

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

                  If to the Lender:

                  LJH, Ltd.
                  377 Neva Lane
                  Denison, Texas  75020
                  Attn:        Mr. Lacy Harber
                  Facsimile:  903-465-6514

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                  with a copy to:

                  ____________________________
                  ____________________________
                  ____________________________
                  ____________________________
                  Facsimile:  ________________

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

         13.      Security. The payment of this Note is secured as provided in
that certain Amended and Restated Security Agreement, of even date herewith,
among Borrower, certain subsidiaries of Borrower and Lender (together with all
other instruments now or hereafter providing additional security for the
obligations under this Note, the "SECURITY DOCUMENTS"). Reference is hereby made
to the Security Documents for a description of the nature and extent of the
security, the terms and conditions upon which the security was granted and the
rights of Lender in respect thereof.

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

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

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

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

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OTHER MANNER PROVIDED BY LAW. THE BORROWER WAIVES IN ALL DISPUTES ANY OBJECTION
THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

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

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

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

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

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

         23.      Further Waivers. The obligations of the Borrower under the
provisions hereof constitute full recourse obligations of the Borrower,
enforceable against it to the full extent of its properties and assets,
irrespective of the validity, regularity or enforceability of this Note or any
other circumstances whatsoever. Except as otherwise expressly provided herein,
the Borrower hereby waives notice of the advance of the principal amount of the
loan made hereunder, notice of occurrence of any Event of Default, or of any
demand for any payment under this Note, notice of any action at any time taken
or omitted by the Lender under or in respect of any of the obligations
hereunder, any requirement of diligence and, generally, all demands, notices and
other formalities of every kind in connection with this Note. The Borrower
hereby assents to, and

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

         24.      NOTICE OF FINAL AGREEMENT. THIS WRITTEN NOTE REPRESENTS THE
FINAL AGREEMENT AMONG THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

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

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

                            {SIGNATURE PAGE FOLLOWS}

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<PAGE>

TIMCO AVIATION SERVICES, INC.

By:   /s/ Roy T. Rimmer, Jr.
      --------------------------------------
Name: Roy T. Rimmer, Jr.
Title: Chairman and CEO

              SIGNATURE PAGE-TMAS PROMISSORY NOTE (MARCH 31, 2004)