Exhibit 10.25




                         EXECUTIVE EMPLOYMENT AGREEMENT



                  This Executive Employment Agreement (this "Agreement") is
dated as of February 2, 2004, between Aerospace Products International, Inc., a
Delaware corporation, 3778 Distriplex Drive North, Memphis, TN 38118 (the
"Company"), and Paul J. Fanelli, an individual, U.S. citizen, residing at
                                                             (the "Executive").
-------------------------------------------------------------


                                   WITNESSETH:

                  WHEREAS, the Company believes that the Executive will be a
valued employee of the Company and wishes to secure his employment with the
Company and document the terms of the Executive's employment by the Company, and
the Executive wishes to become employed by the Company;

                  NOW, THEREFORE, taking into account the foregoing and in
consideration of the mutual promises and conditions contained herein, the
parties hereto agree as follows:


I

                                   EMPLOYMENT

               .1  Employment.   The  Company  employs  the  Executive  and  the
Executive  hereby  accepts  employment  as its Senior Vice  President  and Chief
Operating Officer upon the terms and conditions hereinafter set forth.

               .2 Term. The employment of the Executive by the Company under the
terms and  conditions of this  Agreement  will commence on February 16, 2004 and
continue,  subject to Article IV hereof,  for a period of three  years,  through
January 31, 2007 ("Employment Term").

               .3  Executive  Duties.  As the  Chief  Operating  Officer  of the
Company, the Executive shall perform such duties customary to such office as are
reasonably  requested  by and  shall  report  directly  to the  Company's  Chief
Executive  Officer.  The Executive agrees to devote his full business time (with
allowances  for  vacations and sick leave) and attention and best efforts to the
affairs of the Company and its parent,  subsidiaries  and affiliates  during the
Employment Term. Executive shall not, while an employee of the Company, directly
or indirectly,  be engaged (including as a stockholder owning more than five (5)
percent of a company's  stock,  proprietor,  general  partner,  limited partner,
trustee, consultant, employee, director, officer, lender, investor or otherwise)
in any business or activity that is  competitive  with that of the Company,  its
parent or any of its subsidiaries, or affiliates.

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II

                            COMPENSATION AND BENEFITS


          .1 Base Salary.  During the Employment  Term, the Company shall pay to
the Executive an annualized base salary of One Hundred Ninety  Thousand  Dollars
($190,000) per year (the "Base Salary"), payable in substantially equal biweekly
installments  of Seven Thousand Three Hundred Seven Dollars and Sixty Nine Cents
($7,307.69).  The Company will review  annually and may, but is not required to,
in the sole  discretion of the Board of Directors of the Company,  increase such
Base  Salary  in  light of the  Executive's  performance,  inflation  in cost of
living, or other factors. The Company shall not decrease Executive's Base Salary
during the Employment Term.

          .2 Signing  Bonus.  In addition to the Base  Salary,  Executive  shall
receive a one-time Signing Bonus of Fifteen Thousand  Dollars  ($15,000),  to be
paid on the date of his first biweekly salary payment after the  commencement of
the Employment Term.

          .3  Benefits.  During the  Employment  Term,  the  Executive  shall be
permitted to  participate  in and be covered under any and all such  performance
bonus, profit sharing,  and other compensation plans, and such medical,  dental,
disability, life, and other insurance plans, as are generally available to other
employees  of the Company in similar  employment  positions,  subject to meeting
applicable  eligibility  requirements  (collectively  referred  to herein as the
"Company Benefit Plans"). The award, amounts, and terms and conditions of all of
all bonuses and other Company  Benefit  Plans shall be  determined  from time to
time at the sole discretion of the Board of Directors.

                  (a) Employee shall receive an incentive stock option as set
                  forth in the Incentive Stock Option Award Agreement between
                  the Executive and First Aviation Services, Inc. entered into
                  contemporaneously herewith.

                  (b) In addition to its regular annual performance reviews and
                  bonus determinations, the Company will conduct a review of
                  Executive's performance from the commencement of the
                  Employment Term through August 16, 2004 in accordance with the
                  Company's normal review criteria and procedures. If during
                  such period Executive has fully and satisfactorily performed
                  his duties and obligations under this Agreement, then
                  Executive will be eligible to receive a one-time Interim Bonus
                  of up to Ten Thousand Dollars ($10,000).


          .4  Reimbursement  of  Expenses.  The  Executive  shall be entitled to
receive  prompt  reimbursement  of  all  reasonable  expenses  incurred  by  the
Executive in performing services hereunder, including all reasonable expenses of
travel,  entertainment  and living  expenses while away from home on business at
the request of, or in the service of, the Company,  provided  that such expenses
are incurred and accounted for in  accordance  with the policies and  procedures
established by the Company.

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<PAGE>

          .5  Relocation   Expenses.   Executive   shall  also  be  entitled  to
reimbursement  of his  relocation  expenses and  temporary  living  expenses for
relocating  to the  Memphis  area,  as set  forth  in  the  Relocation  Expenses
Agreement between the Company and the Executive  entered into  contemporaneously
herewith.

          .6 Vacation and Holidays. The Executive shall be entitled to an annual
vacation leave of three (3) weeks at full pay or such greater vacation  benefits
as may be provided for by the Company's  vacation policies  applicable to senior
executives  of the Company.  Up to a maximum of one week of vacation time may be
accumulated  and  carried  over  from one year to the next.  Executive  shall be
entitled to such holidays as are established by the Company for all employees.


III

                CONFIDENTIALITY NONDISCLOSURE AND NON-COMPETITION

          .1 Confidentiality. Executive shall not, during Executive's employment
by the  Company  or for a period  of seven  (7)  years  thereafter,  at any time
disclose, directly or indirectly, to any person or entity or use for Executive's
or any other  person's or entity's  benefit  any trade  secrets or  confidential
information   relating  to  the  Company's,   its  parent's,   subsidiaries'  or
affiliates' businesses,  operations, marketing data, business plans, strategies,
employees, products, prices, negotiations and contracts with other companies, or
any other  subject  matter  pertaining  to the  business  of the  Company or its
parent,   subsidiaries  or  affiliates  or  any  of  their  respective  clients,
customers, suppliers,  consultants, or licensees, known, learned, or acquired by
Executive   during  the  period  of   Executive's   employment  by  the  Company
(collectively  "Confidential  Information"),  except as may be  necessary in the
ordinary course of performing  Executive's  particular  duties as an employee of
the Company. or with the Company's approval.

          .2 Return of Confidential and Other Material. Executive shall promptly
deliver  to the  Company  on  termination  of  Executive's  employment  with the
Company,  whether or not for Cause,  or at any time the  Company may so request,
all  memoranda,   notes,  records,  reports,  manuals,   drawings,   blueprints,
rolodexes,  computer  equipment like PC, laptop,  Blackberry,  and PDA, computer
files  and  records,  Confidential  Information  and any  other  documents  of a
confidential or non-confidential  nature belonging to the Company or its parent,
subsidiaries  or  affiliates,  including  all  copies  of such  materials  which
Executive  may then possess or have under  Executive's  control and any notes of
Executive  relating  thereto  whether in print-based or electronic  media.  Upon
termination of Executive's employment by the Company, Executive shall not retain
any document,  data, or other material of any nature containing or pertaining to
the  Confidential  Information  of the  Company or its parent,  subsidiaries  or
affiliates.


          .3  Prohibition  on  Solicitation  of  Customers.  During  Executive's
employment  by the  Company,  and for a  period  of six (6)  months  thereafter,
Executive  shall not,  directly or  indirectly,  either for Executive or for any
other person or entity,  solicit any person or entity to terminate such person's
or entity's  contractual  and/or business  relationship  with the Company or its
parent,  subsidiaries  or  affiliates,  nor shall  Executive  interfere  with or
disrupt or attempt to interfere with or disrupt any such  relationship.  None of
the  foregoing  shall be deemed a waiver of any rights and  remedies the Company
may have under applicable statutory or common law.


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<PAGE>


          .4 Prohibition  on  Solicitation  of Employees,  Agents or Independent
Contractors After Termination.  During Executive's employment by the Company and
for a period of six (6) months  thereafter,  Executive will not solicit to leave
the employ of the Company or its parent,  subsidiaries  or affiliates any person
who is, or who within 180 days before the termination of Executive's  employment
had been, an employee,  agent,  or independent  contractor of the Company or its
parent,  subsidiaries  or  affiliates.  None of the foregoing  shall be deemed a
waiver  of any  rights  and  remedies  the  Company  may have  under  applicable
statutory or common law.

          .5 Non-Competition.  During the Term of Executive's  employment by the
Company,  and  thereafter  until the later of: (i) the date one  hundred  eighty
(180) days after  termination of Executive's  employment for any reason, or (ii)
the last  date on which  Executive  is  receiving  severance  benefits  or other
benefits pursuant to this Agreement,  he shall not,  directly or indirectly,  be
engaged  (including  as a  stockholder,  proprietor,  general  partner,  limited
partner, trustee,  consultant,  employee, director, officer, lender, investor or
otherwise)  in any  business or activity  that is  competitive  with that of the
Company, its parent or any of its subsidiaries, or affiliates,  provided however
that  Executive  may own any  securities  of any entity which is engaged in such
business  and is publicly  owned or traded but in an amount not to exceed at any
one time five per cent (5%)  outstanding  of any class of stock or securities of
such entity.

          .6 Right to Injunctive and Equitable Relief.  Executive's  obligations
not to  disclose  or use  "Confidential  Information"  and to  refrain  from the
solicitations  and not to compete described in this Article III are of a special
and unique  character.  The Company and its parent,  subsidiaries and affiliates
cannot be reasonably or adequately  compensated  for damages in an action at law
in the event Executive breaches such obligations. Therefore, Executive expressly
agrees that the Company and its parent,  subsidiaries  and  affiliates  shall be
entitled to injunctive and other equitable relief without bond or other security
in the event of such breach in addition  to any other  rights or remedies  which
the Company or its parent, subsidiaries or affiliates may possess or be entitled
to pursue. under applicable statutory or common law.


          Furthermore,  the obligations of Executive and the rights and remedies
of the Company and its parent,  subsidiaries  and affiliates  under this Article
III are  cumulative  and in  addition  to, and not in lieu of, any  obligations,
rights,  or remedies created by applicable  statutory or common law. The parties
agree that all of the parent,  subsidiaries  and affiliates of the Company shall
be third  party  beneficiaries  of this  Article  III and be entitled to enforce
directly against Executive the provisions of this Article III to the extent that
shall be related to the businesses of such parent, subsidiaries or affiliates.\

          .7  Acknowledgement  of Company  Policies.  Executive  agrees to read,
execute  and observe  the terms of the API Code of Ethics,  Confidentiality  and
Nondisclosure  Agreement,  and such other standard Company policy forms relating
to ethics,  confidentiality,  non-solicitation,  or business practices as may be
required to be executed from time to time by the other  employees of the Company
in similar employment positions (the "Company Policies"),  except that Executive
shall not be required  to execute any  agreement  or policy  form  containing  a
post-employment   restriction   on   the   solicitation   of   customers   or  a
post-employment  prohibition on competition  that contains a restriction  period
which extends longer than the restriction  period  specified in the then-current
terms of his  Executive  Employment  Agreement.  In the  event  of any  conflict

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<PAGE>


between the terms of the Company  Policies and the terms of this Agreement,  the
terms of the Company Policies shall be controlling,  except that with respect to
a   post-employment   restriction  on  the   solicitation   of  customers  or  a
post-employment  prohibition on competition, if the restriction period specified
in the then-current terms of the Executive  Employment  Agreement is longer than
the  corresponding  period  set  forth  in the  Company  Policy,  the  Executive
Employment Agreement restrictive period shall control.

          .8 Survival of  Obligations.  Executive  agrees that the terms of this
Article III and Article V hereof shall  survive the term of this  Agreement  and
the termination of Executive's employment by the Company.



IV

                                   TERMINATION

                  .1     Definitions.  For purposes of this Article IV, the
following definitions shall be applicable to the terms set forth below:

                         (a) Cause. "Cause" shall mean only the following: (i)
                  continued failure by the Executive after receipt of written
                  notice thereof to perform his duties hereunder or those duties
                  which may, from time to time, be reasonably requested by the
                  Chief Executive Officer of the Company (other than such
                  failure resulting from the Executive's incapacity due to
                  injury or physical or mental incapacity), as determined by the
                  Board of Directors in their reasonable discretion; (ii)
                  misconduct by the Executive which is materially injurious to
                  the Company; (iii) conviction of or pleading no contest to a
                  felony or crime of moral turpitude; (iv) habitual drunkenness
                  or drug use by the Executive; (v) failure to uphold the
                  policies of the Company and/or action by the Executive beyond
                  the scope of his authority, as such scope is set by the Chief
                  Executive Officer of the Company from time to time; (vi) a
                  material breach of this Agreement by the Executive.

                         (b) Disability. "Disability" shall mean an injury or a
                  physical or mental incapacity as a result of which the
                  Executive becomes unable to continue the proper performance of
                  his duties hereunder (reasonable absences because of injury or
                  sickness for up to three (3) consecutive months excepted). A
                  determination of Disability shall be subject to the
                  certification of a qualified medical doctor agreed to by the
                  Company and the Executive or, in the event of the Executive's
                  incapacity to designate a doctor, the Executive's legal
                  representative. In the absence of agreement between the
                  Company and the Executive, each party shall nominate a
                  qualified medical doctor and the two doctors so nominated
                  shall select a third doctor, who shall make the determination
                  as to Disability.

                  .2     Termination by Company.

                         (a) The Executive's employment hereunder may be
                  terminated by the Company immediately for Cause.

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<PAGE>

                         (b) Subject to the provisions contained in Article
                  IV(.3)(b) of this Agreement, the Company may, at its sole
                  discretion, terminate this Agreement at any time for any
                  reason other than Cause upon thirty (30) days' written notice
                  to Executive. The effective date of termination ("Effective
                  Date") shall be considered to be thirty (30) days subsequent
                  to written notice of termination; however, the Company may
                  elect to have Executive leave the Company and its subsidiaries
                  immediately upon issuance of the aforementioned written
                  notice.

                  .3       Severance Benefits Received Upon Termination by
                           Company.

                         (a) If at any time the Executive's employment is
                  terminated by the Company for Cause, the Company shall pay the
                  Executive his Base Salary prorated through the end of the
                  month during which such termination occurs plus payment for
                  any vacation earned but not taken, and the Company shall
                  thereafter have no further obligations under this Agreement to
                  the Executive or his family, beneficiaries or estate;
                  provided, however, that the Company will continue to honor any
                  obligations that may have been accrued and vested under then
                  existing Company Benefit Plans or any other written and duly
                  authorized agreements or arrangements applicable to the
                  Executive.

                         (b) If at any time the Executive's employment is
                  terminated by the Company without Cause or as a result of
                  Disability, then the Company shall:

                              (1) following the execution of the Company's then
                         current standard form of Separation Agreement, pay to
                         the Executive an amount equal to six (6) months' Base
                         Salary, prorated upon the Executive's current
                         annualized Base Salary in effect on the date of
                         termination. Such amount will be paid in substantially
                         equal bi-weekly installments co-incident with the
                         regularly scheduled Company payroll during the
                         six-month period following termination. The Company
                         shall also pay the Executive for any accrued and unused
                         vacation, to be paid upon termination. Such payments
                         shall be in lieu of any amounts otherwise due Executive
                         under the Company's policy for severance benefits. In
                         addition, the Company will continue to honor any
                         obligations that may have been accrued and vested under
                         then existing Company Benefit Plans or any other
                         written and duly authorized agreements or arrangements
                         applicable to the Executive.


                              (2) provide Executive with such insurance coverage
                         as is then required by COBRA or any similar then
                         applicable law.

                         (c) If Executive's employment is terminated due to
                  death, then the Company shall pay to Executive's primary
                  beneficiary a Severance of bi-weekly installments of Base
                  Salary co-incident with the regularly scheduled Company
                  payroll, in the bi-weekly amount which was in effect on the
                  date of death, such bi-weekly payments to be made until the
                  earlier date of: (i) receipt by such beneficiary of life
                  insurance benefits provided under any Company Benefit Plan; or
                  (ii) 180 days after the date of death. The Company shall also
                  pay the Executive's primary beneficiary for any accrued and

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<PAGE>

                  unused vacation accumulated by the Executive at the time of
                  his death and provide Executive's family with such insurance
                  coverage as is then required by COBRA or any similar then
                  applicable law. In addition, the Company will continue to
                  honor any obligations that may have been accrued and vested
                  under then existing Company Benefit Plans or any other written
                  and duly authorized agreements or arrangements applicable to
                  Executive.

                  .4       Termination by Executive.


                              Executive may for any reason terminate this
                  Agreement upon 30 days written notice to the Company. On or
                  before the last date of his employment, the Company shall make
                  the payment provided for in Article IV (.3)(a) hereof and no
                  further payments shall be required to be made by the Company
                  to Executive. If Executive terminates his employment for any
                  reason before February 16, 2005, the amount any Signing Bonus
                  shall be returned by Executive to the Company, or offset
                  against any sums due to Executive by the Company.


                  .5       No Obligation to Mitigate Damages; No Effect on Other
                           Contractual Rights.

                         (a) The Executive shall not be required to mitigate
                  damages or the amount of any payment provided for under this
                  Agreement by seeking other employment or otherwise, nor shall
                  the amount of any payment provided for under this Agreement be
                  reduced by any compensation earned by the Executive as the
                  result of employment by another employer after the date of
                  termination, or otherwise.

                         (b) The provisions of this Agreement, and any payment
                  or benefit provided for hereunder, shall not reduce any
                  amounts otherwise payable, or in any way diminish the
                  Executive's existing rights, or rights which would accrue
                  solely as a result of the passage of time, under any Company
                  Benefit Plan or other contract, plan or arrangement.

                  .6 Notwithstanding any inference to the contrary, the benefits
payable to the Executive in accordance with this Section IV shall not include
bonus or other incentive compensation awards based upon performance. Bonus or
other incentive compensation shall only be paid to Executive if such
compensation is paid in accordance with the Company's award payment policies
applicable to employees of the Company in similar employment positions on or
prior to the date of termination of Executive's employment.


V

                               GENERAL PROVISIONS

                  .1 Notice. For purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when delivered or mailed by Federal Express or
similar priority mail service, or United States registered mail, return receipt
requested, postage prepaid, as follows:

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<PAGE>

<TABLE>
<S>                                <C>                   <C>
If to the Company:                                       With a copy to Company Counsel:
Aerospace Products International    FAvS                         Frederick Green, Esq.
Attention:  Gerald Schlesinger      Michael Culver               Weil Gotshal & Manges
3778 Distriplex Drive North         15 Riverside Ave.            767 Fifth Avenue
Memphis, TN 38118                   Westport, CT                 New York, NY  10153
Telephone:                                                       Telephone:
Fax:  (901) 375-2603                (203) 291-3330 fax           Fax:  (212) 310-8007
</TABLE>

If to the Executive:                With a copy to Counsel:

Paul J. Fanelli                     Michael A. Stick
_______________________             Butler Rubin Saltarelli & Boyd
_______________________             70 West Madison - Suite 1800
Telephone:_____________             Chicago, IL  60602
Fax:  __________________            Telephone:
                                         Fax:  312-444-9843

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

                  .2 No Waivers. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.

                  .3 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Tennessee without regard
to conflicts of law principles. Executive hereby agrees to submit to the
exclusive jurisdiction of the courts in and of the State of Tennessee, and
consents that service of process with respect to all courts in and of the State
of Tennessee may be made by registered mail to Executive at his address for
notices specified herein.

                  .4 Severability or Partial Invalidity. The invalidity or
unenforceability of any provisions of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall
remain in full force and effect.

                  .5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

                  .6 Legal Fees and Expenses. Should any party institute any
action or proceeding to enforce this Agreement or any provision hereof, or for
damages by reason of any alleged breach of this Agreement or of any provision
hereof, or for a declaration of rights hereunder, the prevailing party in any
such action or proceeding shall be entitled to receive from the other party all
costs and expenses, including reasonable attorneys' fees, incurred by the
prevailing party in connection with each separate cause of action asserted in
such action or proceeding.

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<PAGE>


                  .7 Entire Agreement. This Agreement constitutes the entire
agreement of the parties and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings, and negotiations between the
parties with respect to the subject matter hereof. This Agreement is intended by
the par8ties as the final expression of their agreement with respect to such
terms as are included in this Agreement and may not be contradicted by evidence
of any prior or contemporaneous agreement. The parties further intend that this
Agreement constitutes the complete and exclusive statement of its terms and that
no extrinsic evidence may be introduced in any judicial proceeding involving
this Agreement.


                  .8 Assignment. This Agreement and the rights, duties, and
obligations hereunder may not be assigned or delegated by any party without the
prior written consent of the other party. Notwithstanding the foregoing
provisions of this Section V.8, the Company may assign or delegate its rights,
duties, and obligations hereunder to any person or entity which succeeds to all
or substantially all of the business of the Company through merger,
consolidation, reorganization, or other business combination or by acquisition
of all or substantially all of the assets of the Company; provided that such
person assumes the Company's obligations under this Agreement.



                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.

AEROSPACE PRODUCTS INTERNATIONAL INC.
a Delaware corporation


By:  /s/ Gerald E. Schelsinger
   ---------------------------
Title:  President


PAUL J. FANELLI
an individual

/s/ Paul J. Fanelli
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