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                                                                   EXHIBIT 10.15

                          FIRST AVIATION SERVICES INC.

                          EMPLOYEE STOCK PURCHASE PLAN




1. DEFINITIONS.

         (a) "Base Pay" means a Qualified Employee's gross pay for a 40-hour
week, including overtime payments, bonuses and sales commission, but excluding
relocation or attributed types of compensation, and other special payments, fees
or allowances.

         (b) "Board" means the Board of Directors of the Company.

         (c) "Code" means the Internal Revenue Code of 1986, as amended and as
it may be amended from time to time.

         (d) "Committee" has the meaning set forth in Section 13 hereof.

         (e) "Common Stock" means the Common Stock of the Company, $0.01 par
value per share.

         (f) "Company" means First Aviation Services Inc., a Delaware
corporation, and its successors.

         (g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and as it may be amended from time to time.

         (h) "Exercise Date" has the meaning set forth in Section 4(a) hereof.

         (i) "Fair Market Value" means the average of the high and low price of
the Common Stock on the NASDAQ National Market System as reported and published
in the Western Edition of The Wall Street Journal, or if there is no trading of
the Common Stock on the date in question, then the average of the high and low
price of the Common Stock, as so reported and published, on the next preceding
date on which there was trading in the Common Stock; provided, however, that the
Committee, in determining such Fair Market Value, may utilize such other
exchange, market or other factors affecting value of the Common Stock as it may
deem appropriate.

         (j) "Grant Date" has the meaning set forth in Section 4(a) hereof.

         (k) "Option Price" has the meaning set forth in Section 5(b) hereof.

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         (l) "Participant" means a Qualified Employee who elects to participate
in this Plan during a Plan Year.

         (m) "Personal Representative" means the person or persons who, upon the
death or Total Disability of a Participant, shall have acquired, on behalf of
the Participant by legal proceeding or under the laws of descent and
distribution or otherwise, the right to exercise the Participant's rights under,
or to receive the benefits specified in, this Plan.

         (n) "Plan" means this First Aviation Services Inc. Employee Stock
Purchase Plan, as it may be amended from time to time.

         (o) "Plan Year" means the 12-month term of options under this Plan,
commencing on January 1 and ending on December 31 of each year; provided,
however that the first Plan Year shall be a ten month term commencing on March
1, 1997 and ending on December 31, 1997.

         (p) "Qualified Employee" means any employee of the Company or any
Subsidiary who has completed 12 months of continuous service with the Company or
a Subsidiary as of the Grant Date and who is customarily employed for more than
20 hours per week and more than five months in a calendar year. Notwithstanding
the foregoing, the term "Qualified Employee" does not include any employee who,
immediately after the option is granted, owns (within the meaning of Sections
423(b)(3) and 424(d) of the Code) stock representing 5% or more of the total
combined voting power or value of all classes of stock of the Company or a
Subsidiary.

                  With respect to employees of Aircraft Parts International
("API") who became employees of the Company upon the Company's acquisition of
API from AMR Combs, Inc., continuous service with the Company or a Subsidiary
shall include, for purposes of determining status as a Qualified Employee only,
such employees' continuous employment with API prior to becoming employed by the
Company.

         (q) "Retirement" means the voluntary termination of employment of a
Participant who either (i) is at least 55 years of age and has completed at
least ten (10) years of service with the Company or a Subsidiary, or (ii) is a
least 65 years of age.

         (r) "Subsidiary" means any corporation or other entity, at least a
majority of whose outstanding voting stock or voting power is beneficially owned
directly or indirectly by the Company.

         (s) "Total Disability" means the total and permanent physical or mental
disability of a Participant, evidenced by an inability to engage in any
substantial gainful activity, as determined by the Committee.

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         All references herein to the masculine shall also be references to the
feminine or neuter as appropriate.

         2. PURPOSE, SUMMARY. The purpose of this Plan is to assist Qualified
Employees in acquiring a stock ownership interest in the Company pursuant to a
plan which is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Code. Under this Plan, Participants are deemed to have been
granted options to purchase shares of Common Stock. Participants designate a
certain amount of their Base Pay to be set aside during the Plan Year for the
purpose of purchasing Common Stock. At the end of 12 months, the Participants
are deemed to have exercised their options using the funds set aside for them
and the Company issues share certificates to them. The plan is intended, among
other things, to provide an additional incentive to Participants, through the
ownership of Common Stock, to achieve business goals that would increase stock
values and to remain in the employ of the Company or a Subsidiary.

         3. STOCK SUBJECT TO THIS PLAN. Subject to the provisions of Section 10
hereof (relating to adjustments upon changes in capitalization), the total
number of shares available under this Plan is 250,000 shares of Common Stock.
Such shares may be authorized but unissued shares.

         4. GRANT OF OPTIONS.

                  (a) IN GENERAL. Commencing May 1, 1997 and continuing while
this Plan remains in force, the Company will offer options to purchase shares of
Common Stock under this Plan to all Participants. The options will be deemed to
have been granted as of January 1 (or May 1 for the 1997 calendar year) of each
year (the "Grant Date"). The term of each option shall be 12 months (10 months
for the 1997 calendar year), the last day of which shall be December 31, (the
"Exercise Date"). The number of shares subject to each option and deemed to be
purchased by each Participant shall be the quotient, rounded down to the nearest
whole number, of (i) the aggregate payroll deductions authorized by each
Participant in accordance with Section 4(b) below made during the Plan Year,
divided by (ii) the Option Price. The grant of options hereunder is subject to
the approval of the Plan by the shareholders of the Company. If shareholder
approval is not received by or before December 15, 1997, this Plan shall be
deemed to be terminated and the options granted hereunder shall have no effect
but instead shall be null and void.

                  (b) ELECTION TO PARTICIPATE; PAYROLL DEDUCTION AUTHORIZATION.
Except as provided in Section 4(d) below, a Qualified Employee may participate
in this Plan only by means of payroll deductions. Each Qualified Employee who
elects to participate in this Plan shall deliver to the Company, no later than
the December 15 next preceding a Grant Date (or April 10 for the 1997 calendar
year, or the next business day following such December 15 (or April 10) if such
day is not a business day), a written payroll deduction authorization in a form
approved by the Company pursuant to which he gives

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notice of his election to participate in this Plan as of the next following
Grant Date, and whereby he designates a stated amount to be deducted from his
Base Pay on each payday during the next Plan Year and credited to his account
under this Plan ("Account"). The stated amount to be deducted from a
Participant's Base Pay may not be less than $10.00 per pay period. The aggregate
stated amount for any Plan Year may not exceed either of the following: (i) ten
percent of the Participant's Base Pay during the Plan Year; or (ii) an amount
which will result in noncompliance with the $25,000 limitation stated in Section
4(c) below. Payroll deduction authorizations may not be changed during the Plan
Year. In the event the number of shares of Common Stock subject to options
during a Plan Year exceeds the number of shares then available under this Plan,
the available shares shall be allocated among the Participants in proportion to
the balance of their Accounts at the end of the Plan Year, and any amounts
credited to their Accounts after giving effect to shares purchased that year
shall be refunded to the Participants.

                  (c) $25,000 LIMITATION. No Participant shall be deemed to have
been granted an option under this Plan which would permit his rights to purchase
Common Stock under this Plan or any other employee stock purchase plan of the
Company or any Subsidiary to accrue at a rate which exceeds $25,000 of Fair
Market Value of Common Stock (determined as of the Grant Date of such option)
for each calendar year such option is outstanding. For purposes of this
subsection (c), the right to purchase Common Stock under an option accrues when
the option (or any portion thereof) becomes exercisable, and the right to
purchase Common Stock which has accrued during one Plan Year may not be carried
over to any subsequent Plan Year.

                  (d) LEAVES OF ABSENCE. During leaves of absence approved by
the Company and meeting the requirements of Regulation Section 1.421-7(h)(2)
under the Code, a Participant may continue participation in this Plan by making
cash payments to the Company on the Company's normal paydays equal to the
reduction in his payroll deduction attributable to his leave.

         5. EXERCISE OF OPTIONS.

                  (a) IN GENERAL. On December 31 of each Plan Year, each
Participant automatically and without any act on his part will be deemed to have
exercised his option to the extent that the balance then credited to his Account
is sufficient to purchase whole shares of Common Stock at the Option Price. The
Company shall promptly refund to the Participant any balance remaining in his
Account, without interest thereon, after giving effect to the purchase of such
whole shares.

                  (b) "OPTION PRICE" DEFINED. The Option Price per share to be
paid by each Participant upon exercise of his option shall be an amount equal to
85% of the Fair Market Value of Common Stock on the Grant Date or on the
Exercise Date (or the date of the Participant's Retirement, death or Total
Disability if any such event occurs), whichever amount is less.

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                  (c) DELIVERY OF SHARE CERTIFICATES. Subject to Section 5(d)
below, the Company will deliver to each Participant a certificate issued in the
Participant's name for the number of shares with respect to which his option was
exercised. The Company will deliver the certificate as soon as practicable
following the Exercise Date.

                  (d) GOVERNMENT REGULATIONS. This Plan, the granting of options
under this Plan and the issuance of Common Stock pursuant hereto are subject to
all applicable federal and state laws, rules and regulations and to such
approvals by any regulatory or governmental agency which may, in the opinion of
counsel for the Company, be necessary or advisable in connection therewith.
Without limiting the generality of the foregoing, no options may be granted
under this Plan, and no shares may be issued by the Company, unless and until,
in each such case, all legal requirements applicable to the grant or issuance
have, in the opinion of counsel to the Company, been complied with. In
connection with the issuance of Common Stock hereunder, the Participant shall,
if requested by the Company, give assurances satisfactory to counsel to the
Company in respect of such matters as the Company may deem desirable to assure
compliance with all applicable legal requirements.

         6. WITHDRAWAL FROM THIS PLAN.

                  (a) IN GENERAL. Any Participant may completely withdraw from
this Plan at any time. A Participant who desires to withdraw from this Plan must
deliver to the Company a notice of withdrawal in a form approved by the Company.
Promptly following the time when the notice of withdrawal is delivered, the
Company will refund to the Participant the amount of the balance of his Account,
without interest thereon, and the Participant's payroll deduction authorization,
interest in this Plan and option under this Plan shall thereupon terminate.

                  (b) ELIGIBILITY FOLLOWING WITHDRAWAL. A Participant who has
withdrawn from this Plan shall again be eligible to participate in this Plan
upon expiration of the Plan Year during which the Participant withdrew.

         7. TERMINATION OF EMPLOYMENT.

                  (a) TERMINATION OF EMPLOYMENT OTHER THAN BY RETIREMENT, DEATH
OR TOTAL DISABILITY. If the employment of a Participant by the Company or a
Subsidiary terminates during a Plan Year other than by reason of Retirement,
death or Total Disability, his participation in this Plan automatically and
without any act on his part shall terminate as of the date of the termination of
the Participant's employment. The Company promptly will refund to the
Participant the amount of the balance of his Account, without interest thereon,
and thereupon his interest in and option under this Plan shall terminate.
Nothing in this Plan shall prevent the Company or any Subsidiary from
terminating any Participant's employment.

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                  (b) TERMINATION BY RETIREMENT. If a Participant's employment
terminates during a Plan Year because of Retirement of the Participant, the
Participant may, at his election by written notice to the Company, either (i)
exercise his option as of his Retirement date, in which event the Company shall
apply the balance of his Account to the purchase, at the Option Price, of whole
shares of Common Stock and refund the excess, if any, or (ii) request payment of
the balance of his Account, in which event the Company promptly shall make such
payment, without interest thereon, and thereupon his interest in and option
under this Plan shall terminate. If the Participant elects to exercise his
option, the date of his Retirement shall be deemed to be the Exercise Date for
the purpose of computing the Option Price.

                  (c) TERMINATION BY DEATH OR TOTAL DISABILITY. If a Participant
dies or suffers a Total Disability during a Plan Year, the Participant or his
Personal Representative, as the case may be, by written notice to the Company,
may either (i) exercise the Participant's option as of the date of death or
Total Disability, in which event the Company shall apply the balance of his
Account to the purchase, at the Option Price, of whole shares of Common Stock
and refund the excess, if any, or (ii) request payment of the balance of the
Participant's Account, in which event the Company promptly shall make such
payment to the Participant or his Personal Representative, and thereupon the
Participant's interest in and option under this Plan shall terminate. If the
option is exercised, the date of death or Total Disability shall be deemed to be
the Exercise Date for the purpose of computing the Option Price. If the Company
does not receive such notice within 90 days of the date of Participant's death
or Total Disability, the Participant or his Personal Representative shall be
conclusively presumed to have elected alternative (ii) above and requested the
payment of the balance of the Participant's Account.

         8. RESTRICTION UPON ASSIGNMENT. An option granted under this Plan shall
not be transferable otherwise than by will or the laws of descent and
distribution pursuant to Section 7(c) hereof, and is exercisable during the
Participant's lifetime only by the Participant (or his Personal Representative
in the event of the Participant's Total Disability). The Company will not
recognize any assignment or purported assignment by a Participant of his option
or of any rights under his option or under this Plan.

         9. NO RIGHTS AS SHAREHOLDER. With respect to shares of Common Stock
subject to an option, a Participant shall not be deemed to be a shareholder and
shall not have any of the rights or privileges of a shareholder until a
certificate for shares of Common Stock has been issued to the Participant
following the exercise of his option.

         10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If the outstanding
shares of Common Stock are increased, decreased or changed into, or exchange
for, a different number or kind of shares or securities of the Company through a
reorganization or merger in which the Company is the surviving entity, or
through a combination, recapitalization, reclassification, stock split, stock
dividend, stock consolidation or

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otherwise, an appropriate adjustment shall be made in the number and kind of
shares that may be issued under this Plan.

                  Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger, or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of all or substantially all of the property of the Company to
another corporation, this Plan shall terminate, and any outstanding options
shall terminate and the Company thereupon will promptly refund the balance of
the Participants' Accounts to the Participants, without interest thereon, unless
(i) the Committee shall determine, in its sole and absolute discretion, that any
or all options under this Plan shall accelerate and become immediately
exercisable or (ii) provision shall be made in connection with such transaction
for the assumption of options theretofore granted hereunder, or the substitution
for such options or new options covering the stock of a successor employer
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to number and kind of shares and prices. If the Committee determines to
accelerate any or all of the options, the acceleration date designated by the
Committee shall be deemed to be the Exercise Date for the purpose of computing
the option price of the accelerated option.

                  In so adjusting Common Stock to reflect such changes, or in
determining that no such adjustment is necessary, the Committee may rely upon
the advice of independent counsel and accountants of the Company, and the
determination of the Committee shall be conclusive. No fractional shares of
stock shall be issued under this Plan on account of any such adjustment.

         11. USE OF FUNDS; NO INTEREST PAID. All amounts withheld from
Participants' paychecks hereunder and credited to their Accounts will be
included in the general funds of the Company free of any trust or other
restriction and may be used by the Company for any corporate purpose. Under no
circumstances shall interest on such amounts be paid to any Participant or
credited to his Account.

         12. AMENDMENT OF THIS PLAN. The Board may amend, suspend or terminate
this Plan at any time and from time to time; provided, however, that, if any
amendment would (i) materially increase the benefits accruing to Participants
under this Plan, (ii) materially increase the aggregate number of shares of
Common Stock that may be issued under this Plan, or (iii) materially modify the
requirements as to eligibility for participation in this Plan, then to the
extent required under Section 423 of the Code or any other applicable law, or
deemed necessary or advisable by the Board, such amendment shall be subject to
shareholder approval. Notwithstanding anything else contained herein, the Board
shall have the right to designate from time to time the Subsidiaries whose
employees may be eligible to participate in the Plan and such designations shall
not constitute an amendment to the Plan requiring shareholder approval in
accordance with Treasury Regulation Section 1.423-2(c)(4).

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         13. ADMINISTRATION BY COMMITTEE; RULES AND REGULATIONS. This Plan shall
be administered by a committee composed of not less than two directors of the
Company (the "Committee"), each of whom shall be a "disinterested person" as
such term is defined in Rule 16b-3(c)(2)(i) under the Exchange Act or any
successor provision of the Exchange Act so that the Committee members are
qualified to administer this Plan under such provision. Each member shall serve
for a term commencing on a date specified by the Board and continuing until he
dies or resigns or is removed from office by the Board. The Committee shall have
the power to make, amend and repeal rules and regulations for the interpretation
and administration of this Plan consistent with the qualification of this Plan
under Section 423 of the Code and consistent with Rule 16b-3 under the Exchange
Act.

         14. TERM; APPROVAL BY SHAREHOLDERS. No option may be granted during any
period of suspension nor after termination of this Plan, and in no event may any
option be granted under this Plan after the date on which all of the Common
Stock available under this Plan has been purchased.

         This plan shall be submitted for the approval of the Company's
shareholders within 12 months after the date of the Board's initial adoption of
this Plan and shall be effective upon its approval by the shareholders;
provided, however, effectiveness of this Plan shall be conditioned upon
consummation of a public offering of the Company's Common Stock on or before
March 15, 1997.

         15. EFFECT UPON OTHER PLANS. The adoption of this Plan shall not affect
any other compensation or incentive plans in effect for the Company or any
Subsidiary. Nothing in this Plan shall be construed to limit the right of the
Company or any Subsidiary (a) to establish any other forms of incentives or
compensation for employees of the Company or any Subsidiary or (b) to grant or
assume options otherwise than under this Plan in connection with any proper
corporate purpose.

         16. HEADINGS. Headings are provided herein for convenience only and
shall not serve as a basis for interpretation or construction of this Plan.

         17. GOVERNING LAW. This Plan shall be governed by, and construed and
enforced in accordance with, the laws of the State of California. If any
provisions shall be held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions of this Plan shall continue to be fully
effective.

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