INDEMNIFICATION AGREEMENT

              This  Agreement,  made  and  entered  into as of the  27th  day of
October,  2003  ("Agreement"),  by and between First  Aviation  Services Inc., a
Delaware corporation ("Company"), and Robert G. Costantini ("Indemnitee"):

              WHEREAS,  highly  competent  persons  justifiably are reluctant to
serve publicly-held  corporations as directors,  officers or in other capacities
unless they are provided with adequate  protection through insurance or adequate
indemnification  against  inordinate  risks of claims and actions  against  them
arising out of their service to and activities on behalf of the corporation; and

              WHEREAS,  the Board of Directors of the Company (the  "Board") has
determined  that,  in order to attract  and retain  qualified  individuals,  the
Company  will  attempt to maintain  on an ongoing  basis,  at its sole  expense,
liability  insurance to protect persons serving the Company and its subsidiaries
from certain  liabilities.  Although the furnishing of such insurance has been a
customary and widespread  practice among United  States-based  corporations  and
other business  enterprises,  the Company  believes  that,  given current market
conditions and trends,  such insurance may be available to it in the future only
at  higher  premiums  and with more  exclusions.  At the same  time,  directors,
officers,  and other persons in service to corporations or business  enterprises
are being  increasingly  subjected to expensive  and  time-consuming  litigation
relating to, among other  things,  matters  that  traditionally  would have been
brought only against the Company or business enterprise itself; and

              WHEREAS,  the  uncertainties  relating  to such  insurance  and to
indemnification  have  increased  the  difficulty  of  attracting  and retaining
qualified  persons;  and
              WHEREAS, the Board has determined that the increased difficulty in
attracting and retaining  qualified persons is detrimental to the best interests
of the  Company's  stockholders  and that the Company  should act to assure such
persons that there will be increased certainty of protection in the future; and

              WHEREAS,  it is reasonable,  prudent and necessary for the Company
contractually to obligate itself to indemnify such persons to the fullest extent
permitted  by  applicable  law so that they will serve or  continue to serve the
Company free from undue concern that they will not be so indemnified; and

              WHEREAS,  Indemnitee is willing to serve, continue to serve and to
take on additional service for or on behalf of the Company on the condition that
he be so indemnified;


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              NOW, THEREFORE, in consideration of the premises and the covenants
contained  herein,  the Company and  Indemnitee do hereby  covenant and agree as
follows:

     Services by Indemnitee. Indemnitee agrees to serve as a director or officer
of the Company.  Indemnitee  may at any time and for any reason resign from such
position,  in which  event the  Company  shall  have no  obligation  under  this
Agreement  to  continue   Indemnitee  in  any  such   position.   The  foregoing
notwithstanding,  this Agreement  shall  continue in force after  Indemnitee has
ceased to serve as a director or officer of the Company.

     Indemnification  -  General.  The  Company  shall  indemnify,  and  advance
Expenses (as  hereinafter  defined) to Indemnitee as provided in this  Agreement
and  (subject  to the  provisions  of  this  Agreement)  to the  fullest  extent
permitted  by  applicable  law in effect on the date hereof and to such  greater
extent as applicable law may thereafter from time to time permit.  The rights of
Indemnitee provided under the preceding sentence shall include, but shall not be
limited to, the rights set forth in the other Sections of this Agreement.

     1.  Proceeding  Other Than  Proceedings  by or in the Right of the Company.
Indemnitee shall be entitled to the rights of  indemnification  provided in this
Section 3 if, by reason of his Corporate Status (as hereinafter defined), he is,
or is  threatened  to be made,  a party  to or  participant  in any  threatened,
pending,  or  completed  Proceeding  (as  hereinafter  defined),  other  than  a
Proceeding  by or in the  right of the  Company.  Pursuant  to this  Section  3,
Indemnitee shall be indemnified against Expenses,  judgments,  penalties,  fines
and amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such Proceeding or any claim, issue or matter therein,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company,  and, with respect to any criminal
Proceeding, had no reasonable cause to believe his conduct was unlawful.

     2.  Proceedings  by or in the  Right of the  Company.  Indemnitee  shall be
entitled  to the rights of  indemnification  provided  in this  Section 4 if, by
reason of his Corporate  Status,  he is, or is threatened to be made, a party to
or participant in any threatened,  pending or completed Proceeding brought by or
in the right of the Company to procure a judgment in its favor. Pursuant to this
Section,   Indemnitee  shall  be  indemnified   against  Expenses  actually  and
reasonably  incurred by him or on his behalf in connection  with such Proceeding
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company.  Notwithstanding the foregoing, no
indemnification  against  such  Expenses  shall be made in respect of any claim,
issue or  matter  in such  Proceeding  as to which  Indemnitee  shall  have been
adjudged  to  be  liable  to  the  Company  if  applicable  law  prohibits  such
indemnification;   provided,  however,  that,  if  applicable  law  so  permits,
indemnification  against  Expenses shall  nevertheless be made by the Company in
such event if and only to the extent  that the Court of Chancery of the State of
Delaware,  or the Court in which such  Proceeding  shall have been brought or is
pending, shall determine.

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<PAGE>

     3.  Indemnification  for  Expenses  of a  Party  Who is  Wholly  or  Partly
Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is successful,  on the merits or otherwise, in (i) defending any
Proceeding  brought against the Indemnitee by reason of his Corporate  Status or
(ii) in prosecuting any Proceeding  described in the last sentence of Section 14
hereof,  he shall be  indemnified  against all Expenses  actually and reasonably
incurred by him or on his behalf in connection  therewith.  If Indemnitee is not
wholly  successful in any such  Proceeding but is  successful,  on the merits or
otherwise,  as to one or more but less than all claims, issues or matters in any
such  Proceeding,  the Company shall indemnify  Indemnitee  against all Expenses
actually and reasonably incurred by him or on his behalf in connection with each
successfully  resolved claim,  issue or matter. For purposes of this Section and
without  limitation,  the  termination  of any claim,  issue or matter in such a
Proceeding  by  dismissal,  with or without  prejudice,  shall be deemed to be a
successful result as to such claim, issue or matter.

     4.  Indemnification  for Expenses of a Witness.  Notwithstanding  any other
provision of this Agreement,  to the extent that Indemnitee is, by reason of his
Corporate Status, a witness in any Proceeding,  he shall be indemnified  against
all  Expenses  actually  and  reasonably  incurred  by him or on his  behalf  in
connection therewith.

     5.  Advancement  of  Expenses.  The Company  shall  advance all  reasonable
Expenses  incurred  by or  on  behalf  of  Indemnitee  in  connection  with  any
Proceeding within twenty days after the receipt by the Company of a statement or
statements  from  Indemnitee  requesting  such advance or advances  from time to
time,  whether  prior to or after final  disposition  of such  Proceeding.  Such
statement or  statements  shall  reasonably  evidence  the Expenses  incurred by
Indemnitee  and shall include or be preceded or accompanied by an undertaking by
or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately
be determined  that  Indemnitee is not entitled to be  indemnified  against such
Expenses.

     6. Procedure for Determination of Entitlement to Indemnification.

              (a) To obtain  indemnification  under this  Agreement,  Indemnitee
shall submit to the Company a written  request,  including  therein or therewith
such documentation and information as is reasonably  available to Indemnitee and
is reasonably  necessary to determine  whether and to what extent  Indemnitee is
entitled to indemnification.  The Secretary of the Company shall,  promptly upon
receipt of such a request for indemnification,  advise the Board in writing that
Indemnitee has requested indemnification.


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              (b)  Upon  written  request  by  Indemnitee  for   indemnification
pursuant to the first  sentence of Section  8(a)  hereof,  a  determination,  if
required by applicable  law, with respect to  Indemnitee's  entitlement  thereto
shall be made in the specific case:  (i) if a Change in Control (as  hereinafter
defined) shall have occurred,  by Independent  Counsel (as hereinafter  defined)
(unless  Indemnitee shall request that such  determination be made by a majority
vote  of  the  Disinterested  Directors  (as  hereinafter  defined)  or  by  the
stockholders,  in which case by the person or persons or in the manner  provided
for in clauses (ii) or (iii) of this Section  8(b)) in a written  opinion to the
Board,  a copy of which shall be  delivered to  Indemnitee;  (ii) if a Change of
Control shall not have  occurred,  (A) by a majority  vote of the  Disinterested
Directors  even though  less than a quorum of the Board,  or (B) if there are no
such Disinterested  Directors or if such  Disinterested  Directors so direct, by
Independent  Counsel in a written opinion to the Board, a copy of which shall be
delivered to Indemnitee, or (iii) as provided in Section 9(b) of this Agreement;
and, if it is so  determined  that  Indemnitee  is entitled to  indemnification,
payment  to   Indemnitee   shall  be  made  within  ten  (10)  days  after  such
determination.  Indemnitee  shall  cooperate with the person,  persons or entity
making  such   determination   with  respect  to  Indemnitee's   entitlement  to
indemnification,  including  providing  to such  person,  persons or entity upon
reasonable  advance  request  any  documentation  or  information  which  is not
privileged  or  otherwise  protected  from  disclosure  and which is  reasonably
available to Indemnitee  and  reasonably  necessary to such  determination.  Any
costs or expenses  (including  attorneys'  fees and  disbursements)  incurred by
Indemnitee  in so  cooperating  with the person,  persons or entity  making such
determination  shall be borne by the Company  (irrespective of the determination
as to  Indemnitee's  entitlement  to  indemnification)  and the  Company  hereby
indemnifies and agrees to hold Indemnitee harmless there from.

              (c)  In  the   event   the   determination   of   entitlement   to
indemnification  is to be made by Independent  Counsel  pursuant to Section 8(b)
hereof,  the  Independent  Counsel shall be selected as provided in this Section
8(c). If a Change of Control shall not have occurred,  the  Independent  Counsel
shall be selected by the Board of Directors,  and the Company shall give written
notice to Indemnitee  advising him of the identity of the Independent Counsel so
selected.  If a Change of Control shall have occurred,  the Independent  Counsel
shall be selected by  Indemnitee  (unless  Indemnitee  shall  request  that such
selection  be made by the  Board of  Directors,  in which  event  the  preceding
sentence shall apply),  and Indemnitee  shall give written notice to the Company
advising it of the identity of the  Independent  Counsel so selected.  In either
event,  Indemnitee or the Company,  as the case may be, may, within 7 days after
such written notice of selection  shall have been given,  deliver to the Company
or to  Indemnitee,  as the case may be, a written  objection to such  selection.
Such objection may be asserted only on the ground that the  Independent  Counsel
so selected does not meet the  requirements of "Independent  Counsel" as defined
in  Section  17 of this  Agreement,  and the  objection  shall  set  forth  with
particularity the factual basis of such assertion.  If such written objection is
made, the Independent  Counsel so selected may not serve as Independent  Counsel
unless and until a court has determined that such objection is without merit.

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<PAGE>

If, within 20 days after submission by Indemnitee of a written request for
indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall
have been selected and not objected to, either the Company or Indemnitee may
petition the Court of Chancery of the State of Delaware or other court of
competent jurisdiction for resolution of any objection which shall have been
made by the Company or Indemnitee to the other's selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected
by the Court or by such other person as the Court shall designate, and the
person with respect to whom an objection is so resolved or the person so
appointed shall act as Independent Counsel under Section 8(b) hereof. The
Company shall pay any and all reasonable fees and expenses of Independent
Counsel incurred by such Independent Counsel in connection with acting pursuant
to Section 8(b) hereof, and the Company shall pay all reasonable fees and
expenses incident to the procedures of this Section 8(c), regardless of the
manner in which such Independent Counsel was selected or appointed. Upon the due
commencement of any judicial proceeding pursuant to Section 10(a)(iii) of this
Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).

     7. Presumptions and Effect of Certain Proceedings.

              (a) If a Change  of  Control  shall  have  occurred,  in  making a
determination  with respect to entitlement  to  indemnification  hereunder,  the
person or  persons  or entity  making  such  determination  shall  presume  that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for  indemnification in accordance with Section 8(a) of this
Agreement,  and the  Company  shall  have the burden of proof to  overcome  that
presumption  in connection  with the making by any person,  persons or entity of
any determination contrary to that presumption.

              (b) If the person,  persons or entity  empowered or selected under
Section 8 of this  Agreement  to  determine  whether  Indemnitee  is entitled to
indemnification shall not have made a determination within 60 days after receipt
by  the  Company  of the  request  therefore,  the  requisite  determination  of
entitlement to indemnification  shall be deemed to have been made and Indemnitee
shall  be  entitled  to  such  indemnification,  absent  (i) a  misstatement  by
Indemnitee of a material  fact,  or an omission of a material fact  necessary to
make Indemnitee's  statement not materially  misleading,  in connection with the
request for indemnification, or (ii) a prohibition of such indemnification under
applicable law; provided, however, that such 60-day period may be extended for a
reasonable time, not to exceed an additional 30 days, if the person,  persons or
entity making the determination  with respect to entitlement to  indemnification
in good faith requires such  additional  time for the obtaining or evaluating of
documentation and/or information relating thereto; and provided,  further,  that
the  foregoing  provisions  of this  Section  9(b)  shall  not  apply (i) if the
determination  of  entitlement  to   indemnification   is  to  be  made  by  the
stockholders  pursuant to Section  8(b) of this  Agreement  and if (A) within 15
days after receipt by the Company of the request for such determination the

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Board of Directors has resolved to submit such determination to the stockholders
for their consideration at an annual meeting thereof to be held within 75 days
after such receipt and such determination is made thereat, or (B) a special
meeting of stockholders is called within 15 days after such receipt for the
purpose of making such determination, such meeting is held for such purpose
within 60 days after having been so called and such determination is made
thereat, or (ii) if the determination of entitlement to indemnification is to be
made by Independent Counsel pursuant to Section 8(b) of this Agreement.

              (c) The  termination of any  Proceeding or of any claim,  issue or
matter therein, by judgment,  order, settlement or conviction, or upon a plea of
nolo  contendere  or its  equivalent,  shall not (except as otherwise  expressly
provided in this Agreement) of itself  adversely  affect the right of Indemnitee
to  indemnification  or create a presumption that Indemnitee did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the best  interests of the Company or, with respect to any criminal  Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.

     10. Remedies of Indemnitee

              (a) In the event  that (i) a  determination  is made  pursuant  to
Section 8 of this Agreement that  Indemnitee is not entitled to  indemnification
under this Agreement,  (ii)  advancement of Expenses is not timely made pursuant
to  Section 7 of this  Agreement,  (iii) the  determination  of  entitlement  to
indemnification is to be made by Independent Counsel pursuant to Section 8(b) of
this Agreement and such determination  shall not have been made and delivered in
a written opinion within 90 days after receipt by the Company of the request for
indemnification,  or (iv)  payment of  indemnification  is not made  pursuant to
Section 5 or Section 6 of this  Agreement  within ten (10) days after receipt by
the Company of a written request therefore, or (v) payment of indemnification is
not  made  within  ten (10)  days  after a  determination  has  been  made  that
Indemnitee is entitled to  indemnification  or such  determination  is deemed to
have been made pursuant to Section 8 or 9 of this Agreement, Indemnitee shall be
entitled to an adjudication in the Court of Chancery of the State of Delaware of
his entitlement to such  indemnification or advancement of Expenses.  Indemnitee
shall commence such proceeding seeking an adjudication within 180 days following
the date on which  Indemnitee  first has the right to commence  such  proceeding
pursuant to this Section 10(a);  provided,  however,  that the foregoing  clause
shall not apply in respect of a proceeding  brought by Indemnitee to enforce his
rights  under  Section  5 of  this  Agreement.  The  Company  shall  not  oppose
Indemnitee's right to seek any such adjudication.

              (b) In the  event  that  a  determination  shall  have  been  made
pursuant  to Section 8 of this  Agreement  that  Indemnitee  is not  entitled to
indemnification,  any judicial proceeding  commenced pursuant to this Section 10
shall  be  conducted  in all  respects  as a de novo  trial  on the  merits  and
Indemnitee shall not be prejudiced by reason of that adverse determination. If a
Change of Control  shall have  occurred,  in any judicial  proceeding  commenced
pursuant to this  Section 10 the Company  shall have the burden of proving  that
Indemnitee is not entitled to indemnification or advancement of Expenses, as the
case may be.

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              (c) If a determination shall have been made or deemed to have been
made pursuant to Section 8 or 9 of this Agreement that Indemnitee is entitled to
indemnification,  the  Company  shall  be  bound  by such  determination  in any
judicial  proceeding  commenced  pursuant  to  this  Section  10,  absent  (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary  to  make  Indemnitee's  statement  not  materially   misleading,   in
connection with the request for  indemnification,  or (ii) a prohibition of such
indemnification under applicable law.

              (d) The Company shall be precluded  from asserting in any judicial
proceeding  commenced  pursuant  to this  Section  10 that  the  procedures  and
presumptions of this Agreement are not valid,  binding and enforceable and shall
stipulate in any such court that the Company is bound by all the  provisions  of
this Agreement.

              (e) In the event that  Indemnitee,  pursuant  to this  Section 10,
seeks a judicial adjudication to enforce his rights under, or to recover damages
for breach of, this Agreement,  Indemnitee shall be entitled to recover from the
Company,  and shall be indemnified by the Company against,  any and all expenses
(of the types  described  in the  definition  of  Expenses in Section 17 of this
Agreement)   actually  and   reasonably   incurred  by  him  in  such   judicial
adjudication, but only if he prevails therein. If it shall be determined in said
judicial adjudication that Indemnitee is entitled to receive part but not all of
the  indemnification or advancement or expenses sought, the expenses incurred by
Indemnitee in connection with such judicial  adjudication shall be appropriately
prorated.

     11. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

              (a) The rights of  indemnification  and to receive  advancement of
Expenses as  provided by this  Agreement  shall not be deemed  exclusive  of any
other rights to which  Indemnitee may at any time be entitled  under  applicable
law, the Certificate of  Incorporation,  the By-Laws,  any agreement,  a vote of
stockholders  or  a  resolution  of  directors,   or  otherwise.  No  amendment,
alteration or  termination  of this  Agreement or any provision  hereof shall be
effective  as to any  Indemnitee  with respect to any action taken or omitted by
such Indemnitee in his Corporate  Status prior to such amendment,  alteration or
termination.

              (b) To the extent that the Company  maintains an insurance  policy
or policies  providing  liability  insurance  for  directors and officers of the
Company or of any other corporation, partnership, joint venture, trust, employee
benefit  plan or other  enterprise  which such  person is or was  serving at the
request of the Company,  Indemnitee  shall be covered by such policy or policies
in  accordance  with its or their  terms to the maximum  extent of the  coverage
available for any such director or officer under such policy or policies.

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              (c) In the event of any payment under this Agreement,  the Company
shall be  subrogated  to the  extent  of such  payment  to all of the  rights of
recovery  of  Indemnitee,  who shall  execute all papers  required  and take all
action necessary to secure such rights, including execution of such documents as
are necessary to enable the Company to bring suit to enforce such rights.

              (d) The Company  shall not be liable under this  Agreement to make
any payment of amounts  otherwise  indemnifiable  hereunder if and to the extent
that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

     12.  Duration  of  Agreement.  This  Agreement  shall  continue  until  and
terminate upon the later of: (a) 10 years after the date that  Indemnitee  shall
have ceased to serve as a director or officer,  or (b) the final  termination of
all pending  Proceedings  in respect of which  Indemnitee  is granted  rights of
indemnification  or  advancement  of Expenses  hereunder  and of any  proceeding
commenced  by  Indemnitee  pursuant  to  Section 10 of this  Agreement  relating
thereto. This Agreement shall be binding upon the Company and its successors and
assigns and shall inure to the benefit of  Indemnitee  and his heirs,  executors
and administrators.

     13. Severability. If any provision or provisions of this Agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever:  (a) the
validity,  legality  and  enforceability  of the  remaining  provisions  of this
Agreement  (including  without  limitation,  each portion of any Section of this
Agreement  containing  any  such  provision  held  to  be  invalid,  illegal  or
unenforceable,  that is not itself invalid,  illegal or unenforceable) shall not
in any way be affected or impaired  thereby;  (b) such  provision or  provisions
shall be deemed  reformed to the extent  necessary to conform to applicable  law
and to give maximum effect to the intent of the parties  hereto;  and (c) to the
fullest extent possible,  the provisions of this Agreement  (including,  without
limitation,  each portion of any Section of this  Agreement  containing any such
provision  held to be  invalid,  illegal  or  unenforceable,  that is not itself
invalid,  illegal or  unenforceable)  shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or unenforceable.

     14.  Exception  to Right of  Indemnification  or  Advancement  of Expenses.
Notwithstanding  any other provision of this Agreement,  Indemnitee shall not be
entitled to indemnification or advancement of Expenses under this Agreement with
respect to any Proceeding,  or any claim therein, brought or made by him against
the Company.  Notwithstanding the preceding sentence, Indemnitee shall, however,
be entitled to  indemnification  or advancement of Expenses under this Agreement
with respect to any  Proceeding,  or any claim  therein,  brought or made by him
against the Company (i) if such Proceeding or claim therein has been approved in
writing in advance of the filing of such Proceeding,  or claim therein, by or at
the  direction of the Board or (ii) if such  Proceeding  or claim  therein is to
recover  and  receive  any  amounts  or  benefits  that is  found  by a court of
competent  jurisdiction to be due to him pursuant to (x) the Company's  Restated
Certificate  of  Incorporation  or By-laws,  (y) any  agreement,  arrangement or
understanding between him and the Company, or (z) any agreement, arrangement, or
understanding between the Company and any third party for his benefit.


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     15. Identical  Counterparts.  This Agreement may be executed in one or more
counterparts,  each of which shall for all  purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.  Only one
such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.

     16. Headings. The headings of the paragraphs of this Agreement are inserted
for  convenience  only  and  shall  not be  deemed  to  constitute  part of this
Agreement or to affect the construction thereof.

     17. Definitions. For purposes of this Agreement:

              (a) "Change in  Control"  means a change in control of the Company
occurring  after the  Effective  Date of a nature  that would be  required to be
reported  in  response to Item 6(e) of  Schedule  14A of  Regulation  14A (or in
response to any similar item on any similar schedule or form)  promulgated under
the Securities  Exchange Act of 1934 (the "Act"),  whether or not the Company is
then subject to such reporting  requirement;  provided,  however,  that, without
limitation,  such a Change in Control  shall be deemed to have occurred if after
the Effective  Date (i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under  the  Act),   directly  or  indirectly,   of  securities  of  the  Company
representing  20% or more of the  combined  voting power of the  Company's  then
outstanding  securities without the prior approval of at least two-thirds of the
members of the Board in office  immediately  prior to such person attaining such
percentage  interest;  (ii) the  Company is a party to a merger,  consolidation,
sale of assets or other reorganization,  or a proxy contest, as a consequence of
which members of the Board in office  immediately  prior to such  transaction or
event constitute less than a majority of the Board  thereafter;  or (iii) during
any period of two  consecutive  years,  individuals who at the beginning of such
period  constituted the Board (including for this purpose any new director whose
election or nomination for election by the Company's  stockholders  was approved
by a vote of at least  two-thirds of the directors then still in office who were
directors at the beginning of such period) cease for any reason to constitute at
least a majority of the Board.

              (b) "Corporate  Status" describes the status of a person who is or
was a  director  or  officer  of  the  Company  or  of  any  other  corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
which  such  person  is or was  serving  at the  request  of  the  Company.

              (c)  "Disinterested  Director" means a director of the Company who
is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.

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<PAGE>

              (d) "Effective Date" means October 27, 2003.

              (e)  "Expenses"  shall  include all  reasonable  attorneys'  fees,
retainers,  court costs, transcript costs, fees of experts, witness fees, travel
expenses,  duplicating  costs,  printing and binding costs,  telephone  charges,
postage,  delivery service fees, and all other  disbursements or expenses of the
types customarily incurred in connection with prosecuting,  defending, preparing
to prosecute or defend, investigating, being or preparing to be a witness in, or
otherwise participating in, a Proceeding.

              (f)  "Independent  Counsel" means a law firm, or a member of a law
firm,  that is experienced in matters of corporation  law and neither  presently
is, nor in the past five years has been, retained to represent:  (i) the Company
or  Indemnitee  in any matter  material to either such party,  or (ii) any other
party to the Proceeding  giving rise to a claim for  indemnification  hereunder.
Notwithstanding the foregoing,  the term "Independent Counsel" shall not include
any person who,  under the  applicable  standards of  professional  conduct then
prevailing, would have a conflict of interest in representing either the Company
or  Indemnitee  in  an  action  to  determine  Indemnitee's  rights  under  this
Agreement.

              (g) "Proceeding" includes any action, suit, arbitration, alternate
dispute resolution mechanism, investigation, administrative hearing or any other
proceeding whether civil, criminal, administrative or investigative,  except one
initiated by an Indemnitee  pursuant to Section 10 of this  Agreement to enforce
his rights under this Agreement.

     18.  Modification and Waiver.  No supplement,  modification or amendment of
this  Agreement  shall be  binding  unless  executed  in  writing by both of the
parties  hereto.  No waiver of any of the provisions of this Agreement  shall be
deemed or shall constitute a waiver of any other  provisions  hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

     19. Notice by Indemnitee.  Indemnitee agrees promptly to notify the Company
in writing upon being served with any summons,  citation,  subpoena,  complaint,
indictment,  information or other document  relating to any Proceeding or matter
which may be subject to  indemnification  or  advancement  of  Expenses  covered
hereunder.

     20.  Notices.  All  notices,  requests,  demands  and other  communications
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered  by hand and  receipted  for by the party to whom said notice or other
communication  shall  have  been  directed,  or  (ii)  mailed  by  certified  or
registered mail with postage  prepaid,  on the third business day after the date
on which it is so mailed:

                                       10
<PAGE>

              (a) If to Indemnitee, to:

                              Robert G. Costantini
                              --------------------

                              --------------------

              (b) If to the Company to:

                               Aaron P. Hollander
                               c/o First Aviation Services
                               15 Riverside Avenue
                               Westport, CT 06880


or such other address as may have been furnished to Indemnitee by the Company or
to the Company by Indemnitee, as the case may be.

     21.  Contribution.  To the fullest extent permissible under applicable law,
if the  indemnification  provided  for  in  this  Agreement  is  unavailable  to
Indemnitee  for any reason  whatsoever,  the  Company,  in lieu of  indemnifying
Indemnitee,  shall contribute to the amount incurred by Indemnitee,  whether for
judgments,  fines,  penalties,  excise  taxes,  amounts  paid  or to be  paid in
settlement  and/or for  Expenses,  in connection  with any claim  relating to an
indemnifiable  event under this Agreement,  in such proportion as is deemed fair
and reasonable in light of all of the  circumstances of such Proceeding in order
to reflect (i) the relative benefits received by the Company and Indemnitee as a
result of the event(s) and/or  transaction(s)  giving cause to such  Proceeding;
and/or (ii) the  relative  fault of the Company  (and its  directors,  officers,
employees and agents) and  Indemnitee in  connection  with such event(s)  and/or
transaction(s).

     22.  Governing Law;  Submission to  Jurisdiction;  Appointment of Agent for
Service of Process.  This  Agreement and the legal  relations  among the parties
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Delaware, without regard to its conflict of laws rules. Each of the
Company and Indemnitee hereby  irrevocably and  unconditionally  (i) agrees that
any action or  proceeding  arising out of or in connection  with this  Agreement
shall be  brought  only in the  Chancery  Court of the  State of  Delaware  (the
"Delaware  Court"),  and not in any other  state or federal  court in the United
States of America or any court in any other country,  (ii) consents to submit to
the exclusive  jurisdiction  of the Delaware Court for purposes of any action or
proceeding  arising out of or in connection with this Agreement,  (iii) appoints
to the extent such party is not a resident of the State of Delaware, irrevocably
The Corporation Trust Company, 1209 Orange Street,  Wilmington,  Delaware as its
agent in the State of Delaware as such  party's  agent for  acceptance  of legal
process in connection with any such action or proceeding against such party with
the same legal force and validity as if served upon such party personally within
the State of Delaware,  (iv) waives any  objection to the laying of venue of any

                                       11
<PAGE>

such action or proceeding in the Delaware Court, and (v) waives,  and agrees not
to plead or to make, any claim that any such action or proceeding brought in the
Delaware Court has been brought in an improper or otherwise inconvenient forum.

     23. Miscellaneous.  Use of the masculine pronoun shall be deemed to include
usage of the feminine pronoun where appropriate.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.


ATTEST:    /s/ Michelle R. Simoneau
          -------------------------------

                                             By    /s/ Aaron P. Hollander
                                               ---------------------------------
                                                   Aaron P. Hollander
                                                   Chairman



                                                          INDEMNITEE:

                                                      /s/ Robert G. Costantini
                                                  ------------------------------
                                                          Robert G. Costantini

                                            Address:
                                                     ---------------------------


                                       12