Exhibit 10.23

               RATIFICATION, CONFIRMATION AND AMENDMENT AGREEMENT
               --------------------------------------------------

     This RATIFICATION, CONFIRMATION AND AMENDMENT AGREEMENT (this "Agreement"),
dated as of January 11, 2007, is by and among FIRST AVIATION  SERVICES,  INC., a
Delaware corporation ("First Aviation"), AEROSPACE PRODUCTS INTERNATIONAL, INC.,
a Delaware corporation ("Borrower"),  and TD BANKNORTH, N.A., a national banking
association ("Lender"), as successor by merger to Hudson United Bank.

                                    PREAMBLE
                                    --------

     WHEREAS,  Borrower  and Lender  are  parties to that  certain  Amended  and
Restated  Commercial  Revolving Loan and Security Agreement dated as of July 29,
2005 (such agreement,  as supplemented,  amended and modified from time to time,
the  "Original  LSA")  pursuant  to which  Lender  has  extended  to  Borrower a
revolving  loan  facility  in the  principal  amount of up to  $25,000,000  (the
"Revolving  Loan  Facility")  and a line of  credit/term  loan  facility  in the
principal amount of up to $3,000,000; and

     WHEREAS,  First  Aviation has  unconditionally  guaranteed  the payment and
performance  of all  indebtedness,  obligations  and  liabilities of Borrower to
Lender pursuant to that certain  Amended and Restated  Guaranty dated as of July
29, 2005 from First Aviation in favor of Lender (the "Guaranty"); and

     WHEREAS,  First Aviation has also  previously  subordinated to the full and
final payment and performance of all  indebtedness,  obligations and liabilities
of  Borrower  to  Lender  (including,  but not  limited  to,  the  indebtedness,
obligations  and  liabilities  of Borrower to Lender  arising under the Original
LSA)  the  payment  and  performance  of  all   indebtedness,   obligations  and
liabilities of Borrower to First Aviation  pursuant to the terms of that certain
Amended and Restated  Subordination  Agreement  dated as of July 29, 2005 by and
among Borrower, Lender and First Aviation (the "Subordination Agreement"); and

     WHEREAS,  Borrower  and its  wholly-owned  subsidiary,  Aerospace  Produits
International  Ltee, a company  constituted  under Part 1A of the  Companies Act
(Quebec) (the "Affiliate Guarantor"), have each requested Lender, and Lender has
agreed,  to (a) extend the maturity  date of the  Revolving  Loan  Facility from
September 1, 2007 to September 1, 2008, (b) provide a $1,000,000  sublimit under
the  Revolving  Loan  Facility  for the  issuance  of  letters of credit for the
account of Borrower,  (c) extend to Borrower a revolving loan/term loan facility
for capital  expenditures in the maximum  principal  amount of up to $3,000,000,
(d) permit  Borrower to use the proceeds of Loans made  hereunder to finance the
working capital and general corporate  requirements of Affiliate Guarantor,  and
(e) amend certain other terms and conditions of the Original LSA; and

     WHEREAS,  in  order  to  memorialize  their  agreements  set  forth  above,
Borrower,  Affiliate  Guarantor  and Lender have entered  into a certain  Second
Amended and Restated Loan and Security Agreement dated as of the date hereof (as

<PAGE>

amended  and  in  effect  from  time  to  time,  the  "Replacement  LSA")  which
Replacement  LSA,  among other  things,  amends,  restates  and  supersedes  the
Original LSA in its entirety; and

     WHEREAS,  it  is a  condition  precedent  to  Lender's  entering  into  the
Replacement LSA and making any loans or otherwise  extending  credit to Borrower
thereunder that First Aviation, Borrower and Lender enter into this agreement.

     NOW,  THEREFORE,  in order to induce  Lender to enter into the  Replacement
LSA, and for other good and valuable consideration,  the receipt and sufficiency
of which hereby are acknowledged, the parties hereto hereby agree as follows:

     1. Defined Terms. All capitalized terms used herein without  definition but
which are defined in or by reference in the  Replacement LSA shall have the same
meanings herein as therein.

     2.  Ratification  of Agreements,  Obligations  and  Liabilities.  Except as
expressly set forth herein,  the Guaranty and the Subordination  Agreement shall
remain in full force and effect in accordance  with their terms.  First Aviation
(a)  acknowledges  receipt of a copy of the  Replacement  LSA and the other Loan
Documents,  consents to the Borrower's and the Affiliate  Guarantor's  execution
and delivery thereof and consents to the amendments set forth in this Agreement,
(b)  ratifies  and  confirms  all  of its  respective  payment  and  performance
obligations,   contingent  or  otherwise,  under  the  Guaranty  and  that  such
obligations and liabilities extend to the Obligations, (c) acknowledges that any
and all of the  Obligations  constitute  "Senior  Obligations"  (as such term is
defined  under  the  Subordination  Agreement),  and (d)  affirms  that  nothing
contained  in the  Replacement  LSA shall  limit in any respect  whatsoever  its
agreements, obligations and liabilities under the Guaranty and the Subordination
Agreement.  In addition, each of First Aviation and Borrower hereby ratifies and
confirms all of its respective agreements, obligations and liabilities under the
Subordination  Agreement.  Although  First  Aviation  has been  informed  of the
matters set forth herein and has acknowledged and agreed to same, First Aviation
understands  that the Lender has no obligation to inform First  Aviation of such
matters in the future or to seek First Aviation's acknowledgment or agreement to
future amendments,  waivers or consents,  and nothing herein shall create such a
duty.

     3. Amendments to Guaranty.

        a.     Any  and  all  references  in the  Guaranty to (i) the term "Loan
Agreement"  shall mean the Replacement LSA, (ii) the term "Notes" shall mean the
Notes as such  term is  defined  in the  Replacement  LSA,  and  (iii)  the term
"Obligations"  shall  mean  the  Obligations  as  such  term is  defined  in the
Replacement LSA.

        b.     The  definitions  of "Leverage  Ratio",  "Tangible Net Worth" and
"Total  Liabilities"  set  forth on  pages 2 and 3 of the  Guaranty  are  hereby
deleted in their entirety.

        c.     Section  1  of  the  Guaranty  is  hereby amended and restated as
follows:

                                      -2-

<PAGE>

     1.  Guaranty.  The Guarantor  hereby  guarantees to the Lender the full and
punctual payment when due (whether at stated maturity,  by required pre-payment,
by  acceleration  or  otherwise),  as  well  as the  performance,  of all of the
Obligations  including  all such which would become due but for the operation of
the automatic stay pursuant to ss.362(a) of the Federal  Bankruptcy Code and the
operation  of  ss.ss.502(b)  and 506(b) of the  Federal  Bankruptcy  Code.  This
Guaranty is an absolute,  unconditional and continuing  guaranty of the full and
punctual  payment and  performance  of all of the  Obligations  and not of their
collectibility  only and is in no way conditioned  upon any requirement that the
Lender first attempt to collect any of the Obligations  from the Borrower or any
other guarantor of the Obligations or resort to any collateral security or other
means of  obtaining  payment.  Should the  Borrower  default  in the  payment or
performance  of  any of  the  Obligations,  the  obligations  of  the  Guarantor
hereunder with respect to such Obligations in default shall,  upon demand by the
Lender,  become  immediately  due and payable to the Lender,  without  demand or
notice of any  nature,  all of which  are  expressly  waived  by the  Guarantor.
Payments by the Guarantor  hereunder may be required by the Lender on any number
of  occasions.  All  payments by the  Guarantor  hereunder  shall be made to the
Lender in the manner and at the place of payment specified  therefor in the Loan
Agreement.  The Guarantor  further agrees, as the principal obligor and not as a
guarantor  only,  to pay to the  Lender,  on  demand,  all  costs  and  expenses
(including court costs and legal expenses) incurred or expended by the Lender in
connection  with  this  Guaranty  and the  enforcement  thereof,  together  with
interest  on amounts  recoverable  under this  Section 1 from the time when such
amounts become due until payment,  whether before or after judgment, at the rate
of interest for overdue principal set forth in the Loan Agreement, provided that
if  such  interest  exceeds  the  maximum  amount  permitted  to be  paid  under
applicable  law, then such interest  shall be reduced to such maximum  permitted
amount.

        d.     Section  6.1 of the Guaranty is hereby  amended by deleting  said
section in its entirety and substituting the following in lieu thereof:

     6.1 Leverage Ratio. Intentionally Deleted.

        e.     Notice is hereby given under Section 9 of the  Guaranty  changing
the address of First Aviation for notice  purposes to First  Aviation  Services,
Inc., 15 Riverside Avenue,  Westport,  Connecticut  06880,  Attention:  Aaron P.
Hollander, Chairman and Chief Executive Officer.

        f.     Notice is hereby given under Section 9 of the  Guaranty  changing
the address of the Lender for notice  purposes to TD Banknorth,  N.A.,  102 West
Main  Street,  New Britain,  Connecticut  06050,  Attention:  Charles C. Thomas,
Senior Vice President.

                                       -3-
<PAGE>

     4. Amendments to Subordination Agreement.

        a.     Any and all references in the Subordination  Agreement to (i) the
term "Loan  Agreement" shall mean the Replacement LSA, and (ii) the term "Notes"
shall mean the Notes as such term is defined in the Replacement LSA.

        b.     Section 2.b. of the Subordination Agreement is hereby amended and
restated as follows:

     b. Without the Lender's written consent, unless and until all of the Senior
Obligations have been fully paid in cash, all financing arrangements between the
Lender and the Borrower have been  terminated and all Bank Products  extended to
the Borrower by the Lender (or any Affiliate thereof) have been terminated,  the
Subordinated  Creditor will not ask for,  demand,  sue for, take or receive from
the  Borrower or any  successor  or assign of the  Borrower,  including  without
limitation, a receiver,  trustee or debtor in possession,  and the Borrower will
not make, give or permit, directly or directly, by set-off, redemption, purchase
or in any other manner, any payment on the whole or any part of the Junior Debt;
provided, however, that notwithstanding the foregoing, so long as (i) no default
or event of default under or within the meaning of the Loan Agreement shall have
occurred  and be  continuing  at the time of such  payment,  whether  or not the
Lender has provided the Subordinated  Creditor with written notice thereof,  and
(ii) no  default or event of  default  under or within  the  meaning of the Loan
Agreement  would  occur as a result  of,  and after  giving  effect to, any such
payment,  the  Borrower  may  pay  to  the  Subordinating   Creditor,   and  the
Subordinating Creditor may accept and retain from the Borrower, monthly payments
of interest  (but no  principal) at the contract rate (but not the default rate)
on the  interest  payment  dates set forth in the Junior Debt  Instruments.  The
Subordinated  Creditor  acknowledges and agrees that the terms and provisions of
this  Agreement  do not violate any term or  provision of any of the Junior Debt
Instruments; and to the extent any of the terms and provisions of this Agreement
are  inconsistent  with  any of the  terms  or  provisions  of the  Junior  Debt
Instruments,  the terms and provisions of the Junior Debt  Instruments  shall be
deemed to have been superseded by this Agreement.

        c.     Section  2.c. of the Subordination Agreement is hereby deleted in
its entirety.

        d.     Section 16 of  the Subordination Agreement is hereby  amended and
restated as follows:

                                       -4-

<PAGE>

        Section 16.      Continuing Agreement of Subordination; Modifications of
        Senior Obligations.

        a.     This Agreement is a continuing agreement of subordination and the
               Lender  may  continue,  at any time  and  without  notice  to the
               Subordinated  Creditor,  to  extend  credit  or  other  financial
               accommodations  to or for the benefit of the Borrower in reliance
               hereon. Without limiting the generality of the foregoing,  in the
               administration  and  servicing  of the  Senior  Obligations,  the
               Subordinated Creditor acknowledges and agrees that the Lender may
               at any time  and from  time to  time,  either  before  or after a
               demand,  default or event of default  under or within the meaning
               of the Loan Agreement and/or the Junior Debt Instruments, proceed
               in its sole discretion,  including without limitation, raising or
               lowering  loan  advances,   interest  rates  or  fees,   charging
               additional fees,  declining to make further  advances,  extending
               additional  loans  or  other  financing   accommodations  to  the
               Borrower,  increasing the dollar amounts of any of the Borrower's
               credit   limits,   extending   credit   terms   and   maturities,
               compromising claims, exchanging, releasing, selling, surrendering
               or otherwise  dealing with any or all of the  collateral or other
               obligors, and otherwise amending, modifying or otherwise altering
               the terms of any of the Senior  Obligations;  all without  notice
               and with no duty to the Subordinated Creditor, and no such action
               shall affect the  subordination or other provisions herein in any
               manner.

        b.     This Agreement  shall remain in full force and effect and may not
               be terminated or otherwise  revoked by the Subordinated  Creditor
               until any and all of the Senior  Obligations have been fully paid
               and satisfied,  all financing  arrangements  between the Borrower
               and  the  Lender  have  been  terminated  and all  Bank  Products
               extended  to the  Borrower by the Lender (or  Affiliate  thereof)
               have been  terminated.  This Agreement  shall be binding upon the
               Subordinated   Creditor,   the  Borrower  and  their   respective
               successors  and  assigns  and  inure to the  benefit  of,  and be
               enforceable   by,  the  Bank  and  its   respective   successors,
               transferees and assigns.

     5.  Representations and Warranties.  First Aviation represents and warrants
to the  Lender  that all of the  representations  and  warranties  made by First
Aviation in the Guaranty and the Subordination Agreement are true and correct on
the date  hereof as if made on and as of the date  hereof,  except to the extent
that any of such representations and warranties relate by their terms to a prior
date and as otherwise disclosed in writing to the Lender.

     6. No  Defenses.  First  Aviation  hereby  represents  and warrants to, and
covenants  with the Lender that,  as of the date hereof,  (a) it has no defense,
offset or counterclaim of any kind or nature whatsoever  against the Lender with
respect to any of the Loans or any of the other Obligations,  or any of the Loan
Documents to which it is a party, or any action previously taken or not taken by
the Lender with respect thereto, and (b) that the Lender has fully performed all
obligations  to the  Borrower  which  it may  have had or has on and of the date
hereof.

                                       -5-

<PAGE>

     7.   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
taken together shall be one and the same instrument.

     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Agreement  to be
executed as of the date first above written.

                                            FIRST AVIATION SERVICES, INC.


                                            By: /s/ Aaron P. Hollander
                                                --------------------------------
                                                Name:  Aaron P. Hollander
                                                Title: Chief Executive Officer



                                            AEROSPACE PRODUCTS INTERNATIONAL,
                                            INC.


                                            By: /s/ Aaron P. Hollander
                                                --------------------------------
                                                Name:  Aaron P. Hollander
                                                Title: Chief Executive Officer



                                            TD BANKNORTH, N.A.


                                            By: /s/ Charles C. Thomas
                                                --------------------------------
                                                Name:  Charles C. Thomas
                                                Title: Senior Vice President

                                      -6-