EXHIBIT 10.51
August 20, 1990



Mr. John J. Bonasia
President
Airwork Corporation
Municipal Airport
Millville, New Jersey 08332

Dear John:

This letter will set out our agreement regarding the transfer of your
management responsibilities from Airwork to a group level position here in
Annapolis:

1.  Position: The position is that of UNC Group Vice President - Engine
Overhaul Operations, reporting to me effective today.  You will be
responsible for the operations, profitability and growth of the units
comprising UNC's Aviation Group, including Airwork and Pacific Airmotive,
providing aircraft engine overhaul services.

2.  Transition: There will be a transition period of about six months,
during which you will continue to be responsible as President of Airwork. 
Your efforts during this period will include the identification, development
and transition of a replacement as President of Airwork from among its
present key executives.

3.  Expenses: Additional residence, living and personal commuting expenses
will be reimbursed to you by UNC during the transition period.  It is
understood that you will begin relocation efforts during this period.  All
relocation expenses will be paid for or reimbursed to you in accordance with
UNC's current relocation policy.

4.  Compensation:

    (a)  Base Salary: Your base annual salary will
be $180,000, payable biweekly and reviewable annually as of each May 1 by the
Management Development and Compensation Committee of UNC's Board of
Directors.

    (b)  Incentive Compensation Plan: You will be
eligible to participate in UNC's Executive Compensation Plan up to 50% of
your base salary depending on corporate performance.  You will also be
eligible to receive, at my discretion, additional incentive compensation
based on any extraordinary performance on your part.

You will also receive a $10,000 per year allowance, paid in January and July,
in lieu of car expenses and other perquisites.

5.  Other Benefits:

    (a)  Stock Options: An award of stock options
covering 40,000 UNC shares has been authorized by the Management Development
and Compensation Committee.

    (b)  Supplemental Executive Retirement Plan:
You will be recommended to the Management Development and Compensation
Committee to participate in UNC's Supplemental Executive Retirement Plan. 
This plan provides retirement income at 60% of the last year's salary after
ten years of service.

    (c)  Change-In-Control: A change-in-
control agreement will also be provided to you, reflecting your new position
and responsibilities.

    (d)  Retirement Income Savings Plan: You will
continue to be eligible to participate in UNC'S Retirement Income Savings
Plan.

    (e)  Group Insurance: You will continue to be
eligible to participate in UNC's group health insurance and other benefits.

    (f)  Vacation: You will be entitled to an
annual vacation of three weeks.

    (g)  In the event of the termination of your
employment at the initiative of UNC, for any reason other than for cause or
a change in control, you will be entitled to twelve months of salary and
employee benefits continuance from the date of termination of your active
employment.

If the foregoing is acceptable to you, please sign and return the enclosed
copy of this letter for our records.  I am happy to welcome you to your new
position at UNC, and look forward to continuing our relationship on this new
basis.

Sincerely yours,



/s/ Dan A. Colussy
Chairman, President and
Chief Executive Officer

Accepted:


/s/ John J. Bonasia
Date: 8/20/90