**Exhibit 10.1**THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATESECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OFEXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS THEREUNDER AND IN ACCORDANCE WITHAPPLICABLE STATE SECURITIES LAWS. TIMCO AVIATION SERVICES, INC. (THE “COMPANY”), WILL TRANSFER SUCHWARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF ONLY UPON RECEIPT OF ANOPINION OF COUNSEL OR OTHER EVIDENCE, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT THEREGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOTREQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE STATE SECURITIES LAWS.AMENDED AND RESTATED COMMON STOCK WARRANT CERTIFICATETIMCO AVIATION SERVICES, INC.For the Purchase of Shares of Common Stock of TIMCO Aviation Services, Inc.As of March 15, 2005      FOR VALUE RECEIVED, LJH, LTD., or its registered assign(s) (the holder hereof at all timesbeing referred to herein as the “Holder”), is hereby granted the right to purchase from TIMCOAVIATION SERVICES, INC., a Delaware corporation (the “Company”), 62,444,874 shares of theauthorized but unissued common stock of the Company, par value $0.001 per share (the “CommonStock”), subject to adjustment as provided herein (collectively, the “Warrant Shares”), at anexercise price of $0.001 per share (“Exercise Price”), exercisable in whole, but not in part,during the exercise period (the “Exercise Period”) that begins on March 15, 2005 and ends at 5:00p.m. on January 31, 2007 (the “Expiration Date”), on the terms and conditions set forth in thisAmended and Restated Common Stock Warrant Certificate (the “Warrant Certificate”). The rightsgranted to the Holder hereunder are sometimes collectively referred to herein as the “Warrant.”     1. **EXERCISE**          1.1 EXERCISE OF WARRANT. At present, the Company has the following securities outstanding,among others:          (a) 8% senior subordinated convertible PIK notes due December 31, 2006 (“Senior Notes”)that will convert at their maturity into an aggregate of 143,392,114 shares of Common Stock;and          (b) 8% junior subordinated convertible PIK notes due January 2, 2007 (“Junior Notes”)that will convert at their maturity into an aggregate of 2,310,774 shares of the CommonStock.
 

 
Upon the maturity of the Senior Notes and the Junior Notes (collectively, the Notes”), orupon the early conversion of all or a portion of the Notes into shares of Common Stock(pursuant to an agreement between one or more of the holders of such Notes and the Company),this Warrant shall become exercisable, in whole or in part, at the option of the Holder. Atany such time, Holder shall have the right to purchase all or a portion of the remainingWarrant Shares (or, in the case of a partial conversion of the Notes, the number of WarrantShares determined by multiplying the Warrant Shares by a fraction, the numerator of which isthe shares of Common Stock that were issuable in respect of the Notes that have beenconverted at that time and the denominator of which is the total number of shares of CommonStock that were issuable in respect of all of the then outstanding Notes immediately priorto the early conversion of the converted Notes). If this Warrant is exercised in part, thisWarrant shall remain exercisable as to the balance of the Warrant Shares until theExpiration Date. No additional shares of Common Stock shall be issuable to Holder hereunderif Company issues a premium (including a premium consisting of additional shares of CommonStock) to the holders of the Notes in order to induce such holders to convert their Notesinto shares of Common Stock prior to the maturity of the Notes. This Warrant shall beexercised by (i) surrendering this Warrant Certificate, with the form of exercise noticeattached hereto as EXHIBIT A duly executed by the Holder, to the Company at its principaloffice, and (ii) making payment to the Company of the aggregate Exercise Price for theWarrant Shares being purchased in cash, by certified check, bank check or wire transfer toan account designated by the Company. If this Warrant is exercised in part, Holder shallreceive a replacement Warrant Certificate for the balance of the Warrant Shares.          1.2 ISSUANCE OF WARRANT SHARES. The Warrant Shares purchased shall be issued as of the closeof business on the date on which all actions required to be taken by the Holder and all paymentsrequired to be received by the Company, pursuant to Section 1.1, shall have been so taken andreceived. Certificates for the Warrant Shares so purchased shall be delivered, to the extentpossible, in such denomination or denominations as the Holder shall reasonably request and shall beregistered in the name of the Holder or such other name or names as shall be designated by theHolder, and shall be delivered to the Holder or such other person to as soon as practicable afterthis Warrant is surrendered and the Exercise Price is received, but in any event within 10 businessdays thereafter.          1.3 LEGEND. The certificates representing the Warrant Shares shall bear the following legendunless and until the Company shall have received a no-action letter from the Securities andExchange Commission, an opinion of counsel, or other evidence, in form and substance reasonablysatisfactory to the Company, that such legend is not required in order to ensure compliance withthe Securities Act:THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR OTHERWISEDISPOSED OF BY THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILEDUNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE SECURITIESLAWS OF ANY COUNTRY AND/OR STATE WITH RESPECT THERETO, OR IN ACCORDANCE WITH AN OPINION OFCOUNSEL
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OR OTHER EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT AN EXEMPTION FROMSUCH REGISTRATION IS AVAILABLE.          1.4 RESERVATION AND AUTHORIZATION OF COMMON STOCK, REGISTRATION WITH OR APPROVAL OF ANYGOVERNMENTAL AUTHORITY. From and after the date hereof, the Company shall at all times reserve andkeep available for issuance upon the exercise of the Warrant such number of its authorized butunissued shares of Common Stock, free from preemptive rights, as will be sufficient to permit theexercise in full of the Warrant. All shares of Common Stock issuable pursuant to the terms hereof,when issued upon exercise of this Warrant with payment therefor in accordance with the termshereof, shall be duly and validly issued and fully paid and nonassessable, not subject topreemptive rights and shall be free and clear of any mortgage, pledge, deed of trust, lien, charge,encumbrance or security interest of any kind.     If any shares of Common Stock required to be reserved for issuance upon exercise of thisWarrant require registration or qualification with any governmental authority under any federal orstate law before such shares may be so issued, the Company will in good faith and as expeditiouslyas possible and at its expense endeavor to cause such shares to be duly registered.     2. **RIGHTS OF THE HOLDER**          2.1 NO RIGHTS AS SHAREHOLDER. The Holder shall not, solely by virtue of this Warrant andprior to the issuance of the Warrant Shares upon due exercise hereof, be entitled to any rights ofa shareholder in the Company.     3. **TRANSFER OR LOSS OF WARRANT**          3.1 TRANSFER. Subject to compliance with federal and state securities laws, the Holder maysell, assign, transfer or otherwise dispose of this Warrant and the holder(s) of the Warrant Sharesacquired upon the exercise of the Warrant may sell, assign, transfer or otherwise dispose of all orany portion of such Warrant Shares at any time and from time to time. Upon the sale, assignment,transfer or other disposition of the Warrant, the Holder shall deliver to the Company a writtennotice of such in the form attached hereto as EXHIBIT B duly executed by Holder which includes theidentity and address of any such purchaser, assignor or transferee.          3.2 LOSS. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss,theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction)of reasonably satisfactory indemnification or bond, and upon surrender and cancellation of thisWarrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date.     4. **REGISTRATION RIGHTS**          4.1 INCIDENTAL REGISTRATION. If the Company at any time proposes to file on its behalf and/oron behalf of any of its security holders (the “demanding security holders”) a RegistrationStatement under the Securities Act on any form (other than a Registration Statement on Form S-4 orS-8 or any successor form for securities to be offered in a transaction of the type referred to inRule 145 under the Securities Act or to employees of the
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Company pursuant to any employee benefit plan, respectively) for the general registration ofsecurities to be sold for cash with respect to the Common Stock or any other class of equitysecurity (as defined in Section 3(a)(11) of the Exchange Act) of the Company, it will give writtennotice to the Holder and the holders of Warrant Shares at least 15 days before the initial filingwith the Securities and Exchange Commission (the “Commission”) of such Registration Statement,which notice shall set forth the intended method of disposition of the securities proposed to beregistered by the Company. The notice shall offer to include in such filing the aggregate number ofWarrant Shares, and the number of shares of Common Stock for which this Warrant is exercisable, asthe holders of such Warrant Shares and/or the Holder may request.     Notwithstanding the foregoing, no piggyback registration rights shall be available if a shelfregistration statement with respect to the Warrant Shares is then in effect.     The Holder and the holders of Warrant Shares shall advise the Company in writing within 15days after the date of receipt of such offer from the Company, setting forth the amount of WarrantShares for which registration is requested. The Company shall thereupon include in such filing thenumber of Warrant Shares for which registration is so requested, subject to the next sentence, andshall use its best efforts to effect registration under the Securities Act of such shares. If themanaging underwriter of a proposed public offering shall advise the Company in writing that, in itsopinion, the distribution of the Warrant Shares requested to be included in the registrationconcurrently with the securities being registered by the Company or such demanding security holderwould materially and adversely affect the distribution of such securities by the Company or suchdemanding security holder, then all selling security holders (including any demanding securityholder who initially requested such registration), shall reduce the amount of securities eachintended to distribute through such offering on a pro rata basis. Except as otherwise provided inSection 4.4, all expenses of such registration shall be borne by the Company.          4.2 REGISTRATION PROCEDURE. If the Company is required by the provisions of this Section 4 toeffect the registration of any of its securities under the Securities Act, the Company will, asexpeditiously as possible:          (a) prepare and file with the Commission a Registration Statement with respect to suchsecurities and use its best efforts to cause such Registration Statement to become andremain effective for a period of time required for the disposition of such securities by theholders thereof, but not to exceed one year,          (b) prepare and file with the Commission such amendments and supplements to suchRegistration Statement and the prospectus used in connection therewith as may be necessaryto keep such Registration Statement effective and to comply with the provisions of theSecurities Act with respect to the sale or other disposition of all securities covered bysuch Registration Statement until the earlier of such time as all of such securities havebeen disposed of in a public offering or the expiration of such Registration Statement aspermitted under paragraph (a) above;          (c) furnish to the holders of such securities such number of copies of a summaryprospectus or other prospectus, including a preliminary prospectus, in
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conformity with the requirements of the Securities Act, and such other documents, assuch holders may reasonably request;          (d) use its best efforts to register or qualify the securities covered by suchRegistration Statement under such other securities or blue sky laws of such jurisdictionswithin the United States as the holders of such securities shall request (provided, however,that the Company shall not be obligated to qualify as a foreign corporation to do businessunder the laws of any jurisdiction in which it is not then qualified or to file any generalconsent to service or process), and do such other reasonable acts and things as may berequired of it to enable such holders to consummate the disposition in such jurisdiction ofthe securities covered by such Registration Statement;          (e) furnish, at the request of the holders of such securities, on the date that theWarrant Shares are delivered to the underwriters for sale pursuant to such registration or,if such Warrant Shares are not being sold through underwriters, on the date that theRegistration Statement with respect to such Warrant Shares becomes effective, (1) anopinion, dated such date, of the independent counsel representing the Company for thepurposes of such registration, addressed to the underwriters, if any, and if the WarrantShares are not being sold through underwriters, then to such holders, in customary form andcovering matters of the type customarily covered in such legal opinions, and (2) a comfortletter dated such date, from the independent certified public accountants of the Company,addressed to the underwriters, if any, and if the Warrant Shares not being sold throughunderwriters, then to such holders and, if such accountants refuse to deliver such letter tosuch holders, then to the Company in a customary form and covering matters of the typecustomarily covered by such comfort letters as the underwriters or such holders shallreasonably request;          (f) enter into customary agreements (including an underwriting agreement in customaryform) and take such other actions as are reasonably required in order to expedite orfacilitate the disposition of such securities; and          (g) otherwise use its best efforts to comply with all applicable rules and regulationsof the Commission, and make available to its security holders, as soon as reasonablypracticable, but not later than 18 months after the effective date of the RegistrationStatement, an earnings statement covering a period of at least 12 months beginning after theeffective date of such Registration Statement, which earnings statements shall satisfy theprovisions of Section 11 (a) of the Securities Act.     It shall be a condition precedent to the obligation of the Company to take any action pursuantto this Section 4 in respect of the securities which are to be registered at the request of theholders of such securities that such holders shall furnish to the Company such informationregarding the securities held by such holders and the intended method of disposition thereof as theCompany shall reasonably request and as shall be required in connection with the action taken bythe Company.
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          4.3 EXPENSES. All expenses incurred in complying with Section 4, including, withoutlimitation, all registration and filing fees (including all expenses incident to filing with theNational Association of Securities Dealers), printing expenses, fees and disbursements of counselfor the Company, expenses of any special audits incident to or required by any such registrationand expenses of complying with the securities or blue sky laws of any jurisdictions pursuant toSection 4.2(d), shall be paid by the Company, except that the Company shall not be liable for anyfees, discounts or commissions to any underwriter in respect of the Warrant Shares sold by eachsuch holder or for the expenses of Holder’s counsel in connection with such registration.          4.4 INDEMNIFICATION AND CONTRIBUTION          (a) In the event of any registration of any of the Warrant Shares under the SecuritiesAct pursuant to this Section 4, the Company shall indemnify and hold harmless the holders ofWarrant Shares, each such holder’s directors and officers, and each other person (includingeach underwriter) who participated in the offering of such Warrant Shares and each otherperson, if any, who controls each such holder or such participating person within themeaning of the Securities Act, against any losses, claims, damages or liabilities, joint orseveral, to which the holder or any such director or officer or participating person orcontrolling person may become subject under the Securities Act or any other statute or atcommon law, insofar as such losses, claims, damages or liabilities (or actions in respectthereof) arise out of or are based upon (i) any alleged untrue statement of any materialfact contained, on the effective date thereof, in any Registration Statement under whichsuch securities were registered under the Securities Act, any preliminary prospectus orfinal prospectus contained therein, or any amendment or supplement thereto, or (ii) anyalleged omission to state therein a material fact required to be stated therein or necessaryto make the statements therein not misleading, and shall reimburse the holder or suchdirector, officer or participating person or controlling person for any legal or any otherexpenses reasonably incurred by the holder or such director, officer or participating personor controlling person in connection with investigating or defending any such loss, claim,damage, liability or action; PROVIDED, HOWEVER, that the Company shall not be liable in anysuch case to the extent that any such loss, claim, damage or liability arises out of or isbased upon any alleged untrue statement or alleged omission made in such RegistrationStatement, preliminary prospectus, prospectus or amendment or supplement in reliance uponand in conformity with written information furnished to the Company by such holderspecifically for use therein. Such indemnity shall remain in full force and effectregardless of any investigation made by or on behalf of any such holder of Warrant Shares orsuch director, officer or participating person or controlling person, and shall survive thetransfer of such securities by such holder.          (b) Each holder of Warrant Shares, by acceptance thereof, agrees to indemnify and holdharmless the Company, its directors and officers and each other person, if any, who controlsthe Company within the meaning of the Securities Act against any losses, claims, damages orliabilities, joint or several, to which the Company or any such director or officer or anysuch person may become subject under the Securities Act or any other statute or at commonlaw, insofar as such losses, claims,
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damages or liabilities (or actions in respect thereof) arise out of or are based uponinformation in writing provided to the Company by such holder specifically for use in thefollowing documents and contained, on the effective date thereof, in any RegistrationStatement under which securities were registered under the Securities Act at the request ofsuch holder, any preliminary prospectus or final prospectus contained therein, or anyamendment or supplement thereto, but in an amount not to exceed the net proceeds received bysuch holder in the offering.          (c) If the indemnification provided for in this Section 4 from the indemnifying partyis unavailable to an indemnified party hereunder in respect of any losses, claims, damages,liabilities or expenses referred to therein, then the indemnifying party, in lieu ofindemnifying such indemnified party, shall contribute to the amount paid or payable by suchindemnified party as a result of such losses, claims, damages, liabilities or expenses insuch proportion as is appropriate to reflect the relative fault of the indemnifying partyand indemnified parties in connection with the actions which resulted in such losses,claims, damages, liabilities or expenses, as well as any other relevant equitableconsiderations. The relative fault of such indemnifying party and indemnified parties shallbe determined by reference to, among other things, whether any action in question, includingany untrue or alleged untrue statement of a material fact or omission or alleged omission tostate a material fact, has been made by, or relates to information supplied by, suchindemnifying party or indemnified parties, and the parties’ relative intent, knowledge,access to information and opportunity to correct or prevent such action. The amount paid orpayable by a party as a result of the losses, claims, damages, liabilities and expensesreferred to above shall be deemed to include any legal or other fees or expenses reasonablyincurred by such party in connection with any investigation or proceeding. The liability ofany holder of Warrant Shares hereunder shall not exceed the net proceeds received by it inthe offering.     The parties hereto agree that it would not be just and equitable if contribution pursuant tothis Section 4.4 (c) were determined by pro rata allocation or by any other method of allocationwhich does not take account of the equitable considerations referred to in the immediatelypreceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning ofSection 11 (f) of the Securities Act) shall be entitled to contribution from any person who was notguilty of such fraudulent misrepresentation.          4.5 TERMINATION OF RESTRICTIONS. Notwithstanding any other provision of this Warrant, thelegend requirements of Section 1.3 shall terminate as to any particular Warrant Shares when and solong as such security shall have been effectively registered under the Securities Act and disposedof pursuant thereto. Whenever the restrictions imposed by Section 1.3 shall terminate as to anyWarrant Shares, as hereinabove provided, the holder thereof shall be entitled to receive from theCompany, at the Company’s expense, a new certificate representing such Warrant Shares not bearingthe restrictive legend set forth in Section 1.3.          4.6 LISTING ON SECURITIES EXCHANGE. So long as any shares of Common Stock shall be listed ona securities exchange, the Company shall, at its expense, list thereon, maintain and, whennecessary, increase such listing of, all shares of Common Stock
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issued or, to the extent permissible under the applicable securities exchange rules, issuableupon the exercise of this Warrant.          4.7 SELECTION OF MANAGING UNDERWRITERS. The managing underwriter or underwriters for anyoffering of Warrant Shares to be registered pursuant to Section 4.1 shall be selected by theholders of Warrant Shares and shall be reasonably acceptable to the Company.     5. **ANTI-DILUTION PROVISIONS**          5.1 ADJUSTMENT FOR STOCK DIVIDEND, ETC. If, prior to the expiration of this Warrant byexercise or by its terms, the Company shall issue any shares of its Common Stock as a stockdividend or subdivide the number of outstanding shares of Common Stock into a greater number ofshares, then the Exercise Price per share of the shares of Common Stock purchasable pursuant tothis Warrant in effect at the time of such action shall be proportionately reduced and the numberof shares at the time purchasable pursuant to this Warrant shall be proportionately increased; andconversely, in the event the Company shall contract the number of outstanding shares of CommonStock by combining such shares into a smaller number of shares, then the Exercise Price per shareof the shares of Common Stock purchasable pursuant to this Warrant in effect at the time of suchaction shall be proportionately increased and the number of shares at the time purchasable pursuantto this Warrant shall be proportionately decreased. Any dividend paid or distributed upon theCommon Stock in stock of any other class or securities convertible into shares of Common Stockshall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock areissuable upon the conversion thereof.          5.2 OTHER ADJUSTMENTS. If, prior to the expiration of this Warrant by exercise or by itsterms, the Company shall be recapitalized by reclassifying its outstanding Common Stock, or theCompany or a successor corporation shall consolidate or merge with or convey all or substantiallyof its or any successor corporation’s property and assets to any other corporation or corporations,the Holder of this Warrant shall thereafter have the right to purchase, upon the basis and on theterms and conditions and during the time specified in this Warrant, such shares of stock,securities or assets as may be issued or payable with respect to, or in exchange for, the number ofshares of Common Stock of the Company theretofore purchasable upon the exercise of this Warrant.The amount of any stock or securities, which the Holder of this Warrant becomes entitled topurchase under this Section 5.2 shall be proportionally adjusted thereafter in the same manner asprovided by Section 5.1.     6. **MISCELLANEOUS**          6.1 NOTICES. All notices, requests, demands, claims and other communications hereunder shallbe in writing and shall be delivered by certified or registered mail (first class postagepre-paid), or guaranteed overnight delivery, to the Company at the address at which its principalbusiness office is located from time to time, and to the Holder at the address set forth in thebooks of the Company.
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          6.2 EXPENSES; TAXES. All shares of Common Stock issuable upon the exercise of this Warrantpursuant to the terms hereof shall be validly issued, fully paid and nonassessable, issued withoutviolation of any preemptive rights and free and clear of any mortgage, pledge, deed of trust, lien,charge, encumbrance or security interest of any kind. The Company shall pay all expenses inconnection with, and all taxes and other governmental charges that may be imposed with respect toany such stock issuance or transfer or the transactions contemplated hereby (other than taxes onthe income of any holder of Warrant Shares or any such holder’s franchise taxes), unless such taxor charge is imposed by applicable law upon such holder, in which case such taxes or charges shallbe paid by such holder, and the Company shall reimburse such holder therefor on an after-tax basis;provided that such holder shall be required to pay any taxes with respect to any transfer of suchCommon Stock to any other person.          6.3 NO IMPAIRMENT; REGULATORY COMPLIANCE COOPERATION; FURTHER ASSURANCES. The Company shallnot by any action, including, without limitation, amending its charter documents or through anyreorganization, reclassification, transfer of assets, consolidation, merger, dissolution, issue orsale of securities or any other similar voluntary action, avoid or seek to avoid the observance orperformance of any of the terms of this Warrant, but will at all times in good faith assist in thecarrying out of all such terms and in the taking of all such actions as may be necessary orappropriate to protect the rights of the Holder against impairment. Without limiting the generalityof the foregoing, the Company will (a) not increase the par value (if any) of any shares of CommonStock issuable upon the exercise of this Warrant above the amount payable therefor upon suchexercise immediately prior to such increase in par value, (b) take all such action as may benecessary or appropriate in order that the Company may validly and legally issue fully paid andnonassessable shares of Common Stock upon the exercise of this Warrant, free and clear of anymortgage, pledge, deed of trust, lien, charge, encumbrance or security interest of any kind, (c)obtain all such authorizations, exemptions or consents from any governmental authority as may benecessary to enable the Company to perform its obligations under this Warrant and (d) execute,acknowledge and deliver such other further agreements, instruments and documents and do suchfurther acts as may be necessary to preserve and maintain in full force and effect this Warrant andthe rights of the Holder herein and to carry out more effectively the provisions and purposes ofthis Warrant.          6.4 AMENDMENT; WAIVER. This Warrant Certificate may not be modified, amended, supplemented,canceled or discharged, except by written instrument executed by the Company and the Holder. Nofailure to exercise, and no delay in exercising, any right, power or privilege under this WarrantCertificate shall operate as a waiver, nor shall any single or partial exercise of any right, poweror privilege hereunder preclude the exercise of any other right, power or privilege. No waiver ofany breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach ofthe same or any other provision, nor shall any waiver be implied from any course of dealing betweenthe Company and the Holder. No extension of time for performance of any obligations or other actshereunder or under any other agreement shall be deemed to be an extension of the time forperformance of any other obligations or any other acts.
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          6.5 HEADINGS. The headings contained in this Warrant Certificate are for convenience ofreference only and are not to be given any legal effect and shall not affect the meaning orinterpretation of this Warrant Certificate.          6.6 GOVERNING LAW; INTERPRETATION. This Warrant Certificate shall be construed in accordancewith and governed for all purposes by the laws of the State of Delaware.[SIGNATURES ON NEXT PAGE]
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     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed anddelivered, effective as of the day and year first above written.       **TIMCO AVIATION SERVICES, INC.**       By: /s/ Roy T. Rimmer, Jr.       Title: Chairman and Chief Executive Officer**ATTEST:**