EXECUTIVE EMPLOYMENT AGREEMENT


                  This Executive  Employment  Agreement  (this  "Agreement")  is
dated as of June 1, 1998,  between First Aviation  Services Inc. ("FAvS" or "the
Company"), and Philip C. Botana, an individual (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.

                  WHEREAS,  the Company  also has  determined  that it is in the
best  interests of the Company and its  shareholders  to reinforce and encourage
the continued  attention and  dedication of certain key members of the Company's
management,   including  the  Executive,   to  their  assigned   duties  without
distraction in uncertain  circumstances arising from the possibility of a change
in control of 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 a vice  president  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 the date hereof and
continue, subject to Article IV hereof, for a period of three years ("Employment
Term").

                  .3 Executive Duties.  As a vice president of the Company,  the
Executive  shall  perform  such  duties as are  requested  by and  shall  report
directly to the Company's Senior Vice President.  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  during the  Employment
Term.  Executive  shall not,  while an  employee  of the  Company,  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 or any of its subsidiaries or affiliates.

II

                            COMPENSATION AND BENEFITS


                  .1 Annual  Salary.  During the  Employment  Term,  the Company
shall  pay to the  Executive  a base  salary  at the rate of One  Hundred  Fifty
Thousand  Dollars  ($150,000)  per  year  (the  "Annual  Salary"),   payable  in
substantially equal biweekly installments.  The Company will review annually and
may, 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.

                  .2 Benefits.  Subject to the sole  discretion  of the Board of
Directors,  during the  Employment  Term,  the  Executive  may be  permitted  to
participate in and be covered under any and all such performance,  bonus, profit
sharing,  incentive stock option, and other compensation plans and such medical,
dental,  disability,  life,  and other  insurance  plans and such other benefits
generally  available  to other  employees  of the Company in similar  employment
positions,  as the  Board of  Directors  shall  determine,  subject  to  meeting
applicable  eligibility  requirements  (collectively  referred  to herein as the
"Company Benefit Plans").

                  .3 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.

                  .4 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 AND NONDISCLOSURE


                  .1  Confidentiality.  Executive shall not, during  Executive's
employment  by the  Company or  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, its 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  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.

                  .2 Return of Confidential  Material.  Executive shall promptly
deliver to the Company on termination of Executive's  employment by the Company,
whether  or not for  Cause,  or at any  time the  Company  may so  request,  all
correspondence,   workpapers,   memoranda,  notes,  records,  reports,  manuals,
drawings,  blueprints,  computer files and records, Confidential Information and
any other  documents of a  confidential  nature  belonging to the Company or its
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 except for information in the public domain and any
such  information  brought with the executive  prior to his employment  with the
company.  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 proprietary  information of the Company or its subsidiaries
or affiliates.

                  .3 Prohibition on Solicitation  of Customers;  Noncompetition.
During the term of  Executive's  employment by the Company,  and for a period of
six 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  subsidiaries  or  affiliates,  nor  shall  Executive
interfere  with or  disrupt or attempt  to  interfere  with or disrupt  any such
relationship.  In  addition,  for a period of six months  following  the term of
Executive's  employment  by  the  Company,  Executive  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 subsidiaries' or affiliates activities within North America.
None of the  foregoing  shall be deemed a waiver of any rights and  remedies the
Company may have under applicable law.

                  .4  Prohibition  on  Solicitation  of  Employees,   Agents  or
Independent  Contractors  After  Termination.  During  the  term of  Executive's
employment  by the  Company  and  for a  period  of  six  months  following  the
termination of Executive's employment by the Company, Executive will not solicit
any of the employees,  agents, or independent  contractors of the Company or its
subsidiaries   or  affiliates  to  leave  the  employ  of  the  Company  or  its
subsidiaries or affiliates.  However,  Executive may solicit any employee, agent
or independent  contractor who voluntarily terminates his or her employment with
the Company or its  subsidiaries  or affiliates  after a period of 180 days have
elapsed  since  the  termination  date of such  employee,  agent or  independent
contractor.  None of the  foregoing  shall be deemed a waiver of any  rights and
remedies the Company may have under applicable law.

                  .5 Right  to  Injunctive  and  Equitable  Relief.  Executive's
obligations not to disclose or use Confidential  Information and to refrain from
the  solicitations  described  in this  Article  III are of a special and unique
character.  The Company and its 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  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
subsidiaries  or affiliates  may possess or be entitled to pursue.  Furthermore,
the  obligations of Executive and the rights and remedies of the Company and its
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  law  relating  to  misappropriation  or theft of  trade  secrets  or
Confidential  Information.  The  parties  agree that the  Company and all of the
subsidiaries and affiliates of the Company shall be third party beneficiaries of
this  Section III and be  entitled to enforce  directly  against  Executive  the
provisions  of this  Section  III to the  extent  that  shall be  related to the
business of the Company, its subsidiaries or affiliates.

                  .6 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
                  Senior Vice  President of the Company (other than such failure
                  resulting from the  Executive's  incapacity due to physical or
                  mental illness),  as determined by the members of the Board of
                  Directors in their reasonable  discretion;  (ii) misconduct by
                  the  Executive  which  is  injurious  to  the  Company;  (iii)
                  conviction  of or  pleading no contest to a felony or crime of
                  moral  turpitude;  (iv)  drunkenness or drug use on the job by
                  the Executive; (v) action by the Executive beyond the scope of
                  his  employment,  as  such  scope  is set by the  Senior  Vice
                  President  of the  Company  from time to time (vi) a breach of
                  this Agreement by the Executive.

                           (b) Disability. "Disability" shall mean 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 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.   The   Executive's   employment
hereunder may be terminated by the Company immediately for Cause. Subject to the
provisions  contained in Section IV (.3) (b) of this Agreement,  the Company may
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.

                           (a) If at any  time  the  Executive's  employment  is
                  terminated by the Company for Cause, the Company shall pay the
                  Executive  his Annual  Salary  prorated  through the date 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 or
                  her dependents,  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   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
                  death or Disability, then the Company shall:

                                    (1) pay to the Executive for  termination of
                           his  rights  hereunder  a lump sum,  in cash,  within
                           seven   business   days   following   the   date   of
                           termination, in an amount equal to six months' salary
                           based  upon the  Executive's  current  "Monthly  Base
                           Salary"  (defined  as the Annual  Salary in effect on
                           the date of termination divided by twelve (12)), plus
                           payment for any vacation earned but not taken, and 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  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.

                  .4  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.

                           (c) Executive may terminate  this  Agreement  upon 30
                  days written  notice to the Company and upon such  termination
                  the Company shall make the payment  provided for in Section IV
                  (.3)(a) only hereof and no further  payments shall be required
                  to be made by the Company to Executive.


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 United  States
registered mail, return receipt requested, postage prepaid, as follows:

                  If to the Company:
                                            Gerald E. Schlesinger
                                            Senior Vice President
                                            First Aviation Services Inc.
                                            15 Riverside Avenue
                                            Westport, CT  06880-4214

                  If to the Executive:

                                            Philip C. Botana
                                            4807 Holly Tree Lane
                                            Dallas, TX  75248

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 a 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 Connecticut 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 such action or proceeding.

                  .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 parties 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 5.8, 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.

                                            FIRST AVIATION SERVICES INC.
                                            a Delaware corporation


                                            By: /s/ Michael C. Culver
                                            Michael C. Culver
                                            Chief Executive Officer

                                            Philip C. Botana
                                            an individual


                                            _/s/ Philip C. Botana