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                                EMPLOYMENT AGREEMENT
                                --------------------
                                          
     This Agreement (the "Agreement") is dated September 28, 1998 between HAWKER
PACIFIC AEROSPACE ("HPA") having its principal place of business at 11240
Sherman Way, Sun Valley, California 91352 AND DENNIS M. BIETY ("Employee") of
35219 Williams Gap Road, Round Hill, Virginia  20141.

     1.   RECITALS. Employee will serve as Managing Director Hawker Pacific 
          Aerospace, Ltd. and Head of European Operations of HPA on the 
          agreements set forth below and for other consideration, HPA and 
          Employee agree that Employee will be employed by HPA in accordance 
          with the terms of this Agreement.

     2.   SERVICES.  During the term of his employment, Employee shall be 
          responsible for effectively performing the duties of his position. 
          Employee will utilize HPA's resources as appropriate to best 
          fulfill his responsibilities.  Employee agrees to devote his entire 
          productive time, ability and attention to the business of HPA.  
          During the term of his employment,  Employee also agrees that he 
          shall not directly or indirectly perform any services of a 
          business, commercial or professional nature for any person or 
          organization, whether for compensation or otherwise, without HPA's 
          prior written consent. 

     3.   PLACE OF PERFORMANCE.  HPA shall provide Employee with an 
          appropriate office at its offices within the UK, and all supplies, 
          equipment, and office personnel reasonably necessary to perform 
          Employee's duties and services. 

     4.   COMPENSATION AND BENEFITS.  As compensation and benefits for 
          Employee's services, HPA shall provide the following compensation 
          and benefits to Employee during the term of employment and upon 
          termination of his employment as provided by this Agreement: 

          4.1  BASE SALARY  HPA shall pay Employee a base salary of $160,000  
               (one hundred sixty thousand dollars) per year or at such 
               higher rate as HPA may from time to time determine, payable in 
               equal installments at HPA's regular payroll periods.

          4.2  BONUS.  Employee shall be eligible for a periodic bonus on the 
               terms and conditions of the Company's Incentive Compensation 
               Plan.  Such Incentive Compensation Plan shall address bonus 
               based on HPA's performance. 

          4.3  BENEFITS.  Employee shall be entitled to such fringe benefits 
               and perquisites as are generally made available to similarly 
               contracted employees of HPA, whether such benefits are 
               presently in effect or come into effect during the term of 
               this Agreement, and such other fringe benefits as may be 
               determined by HPA in its sole discretion, except that 
               Employee's benefits shall not be reduced from those benefits 
               specifically provided in this Agreement. 

          4.4  VACATIONS.  Employee shall be entitled to a vacation period of 
               five (5) weeks per year.  Administration of Employee's 
               vacation and vacation year to year carry over will be in 
               accordance with the applicable HPA Policies and Procedures.  
               Upon termination of his employment with HPA for any reason, 
               Employee shall be paid for all unused, accrued vacation time. 

          4.5  HOLIDAYS.  Employee shall receive paid holidays in accordance 
               with applicable HPA Policies and Procedures. 

          4.6  SICK LEAVE.  Employee shall be entitled to sick leave without 
               any loss in compensation. 

          4.7  INSURANCE.  HPA shall provide to Employee paid health, dental, 
               disability and life insurance benefits in accordance with HPA 
               established plans.  HPA shall reimburse Employee for insurance 
               premiums, deductibles and any other expenses not paid by the 
               Company Plan and for one comprehensive physical examination 
               annually. 

          4.8  PENSION PLAN(s).  Employee will be eligible to participate in 
               HPA's Pension and 401k Plans in accordance with HPA Policies 
               and Procedures. 

          4.9  AUTOMOBILE.  During the term of this Agreement, HPA will 
               provide Employee with an automobile appropriate to his 
               position with the Company. 

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          4.10 BUSINESS EXPENSES.  HPA shall reimburse Employee for all 
               business expenses reasonably incurred by Employee in 
               connection with the performance of his duties under this 
               Agreement provided that Employee furnishes HPA with adequate 
               records or other evidence respecting such expenditures.  HPA 
               shall reimburse Employee, or shall pay directly, all 
               reasonable entertainment, promotion, telephone and other 
               expenses incurred in connection with the performance of 
               Employee's duties under this Agreement as well as all 
               reasonable travel and living expenses while traveling business 
               related.   

     5.   TERM AND TERMINATION.  


          5.1  TERM OF AGREEMENT.  The term of Employee's employment with HPA 
               shall commence on October 1, 1998 and shall end on September 
               30, 2003 the ("Termination Date"), unless terminated earlier 
               in accordance with the terms of this Agreement or unless 
               extended in accordance with paragraph 5.2 below.

          5.2  TERMINATION.  Either party shall give at least three months 
               prior written notice to the other prior to the Termination 
               Date to terminate this Agreement or the Agreement shall be 
               extended for an additional year under the same terms and 
               conditions of this Agreement.  For purposes of this Agreement, 
               the "Term of this Agreement" shall mean the full term of the 
               Agreement, including subsequent terms, and not only the 
               initial term. 

          5.3  RIGHTS OF EMPLOYEE UPON TERMINATION. 

               (A)  HPA may terminate Employee "Without Cause" at any time 
                    upon giving written notice to Employee.  HPA shall then 
                    pay Employee "Severance Pay" equal to Employee's Base 
                    Salary and benefits in accordance with the paragraphs of 
                    Article 4 above for the remaining term of this Agreement 
                    until the Termination Date or for three years whichever 
                    period is shorter.  "Severance Pay" shall include a 
                    calendar based pro-rata bonus for the year of 
                    termination.  Severance pay shall be paid in equal 
                    installments on HPA's normal payment schedule or in lump 
                    sum(s) at Employer's option.  Additionally, the Employee 
                    shall receive "Severance Pay" as described above if at 
                    any time the Employee's duties or terms of employment 
                    materially change and Employee elects to leave the employ 
                    of HPA as a result of such change. 

               (B)  HPA may terminate Employee for "Cause" at any time, with 
                    or without advance notice upon giving written notice to 
                    Employee, if Employee has: (i) committed fraud, 
                    misappropriation or theft; ( ii)  engaged in gross 
                    misconduct in the performance of his duties; (iii) 
                    engaged in unlawful conduct which has a material adverse 
                    effect on HPA; or (iv) been convicted of a felony.

                    If Employee is terminated for "Cause" he shall have no 
                    rights whatsoever  pursuant to this Agreement except as 
                    may be provided for in the Company's Incentive Stock 
                    Option Plan(s).  This Employment Agreement shall 
                    terminate immediately upon such written notice to 
                    Employee.

          5.4  DEATH OR DISABILITY.

               (A)  Upon Employee's death, Employee's Base Salary and all 
                    benefits payable to Employee shall be paid to his heirs 
                    under the terms of this Agreement through the Termination 
                    Date.  Such amount to be reduced by proceeds of life 
                    insurance paid by HPA. 

               (B)  Upon Employee's "permanent disability", Employee's Base 
                    Salary and fringe benefits payable shall be paid through 
                    the Termination Date reduced by any disability insurance 
                    proceeds received by him from any policy paid for by HPA 
                    and any State disability insurance.  "Permanent 
                    disability" means Employee's inability to substantially 
                    perform his duties for any physical, mental, emotional or 
                    other reason for 90 consecutive days or more.

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     6.   MISCELLANEOUS PROVISIONS.

          6.1  NOTICES.   All notices, demands and other communications, 
               provided for in this Agreement ("Notice") shall be in writing 
               and shall be given to such party at its address as set forth 
               below or such address as such party may specify of the purpose 
               by Notice to the other party listed below.  Each Notice shall 
               be deemed delivered to the party to whom it is addressed on 
               the next business day following its actual delivery at the 
               address specified in this paragraph. 



                              TO:  Hawker Pacific Aerospace 
                                   11240 Sherman Way
                                   Sun Valley, CA 91352
                                   Attn: CFO


                              TO:  Dennis M. Biety
                                   35219 Williams Gap Road
                                   Round Hill, VA 20141

          6.2  NO ASSIGNMENT.  This Agreement may not be assigned by any 
               party without the prior written consent of the other party. 

          6.3  INTERPRETATION.  The resolution of ambiguities against the 
               drafting party shall not apply in the enforcement and 
               interpretation of this Agreement, and this Agreement shall be 
               given a fair and reasonable construction in accordance with 
               the intent of the parties.

          6.4  GOVERNING LAW.  This Agreement shall be governed by, 
               interpreted under, construed and enforced in accordance with 
               the laws of the State of California. 

          6.5  PARTIAL INVALIDITY.  If any term or provision of this 
               Agreement or the application thereof shall, to any extent, be 
               invalid or unenforceable, then the remainder of this 
               Agreement, or the application of such term or provision other 
               than those as to which it is held invalid or unenforceable, 
               shall not be affected and shall be valid and enforceable to 
               the fullest extent permitted by law.

          6.6  COUNTERPARTS AND PHOTOCOPIES.  This Agreement may be executed 
               in one or more counterparts, each of which shall be deemed an 
               original, but all of which together shall constitute one and 
               the same instrument. Photocopies of this Agreement shall also 
               be given the same effect as the original. 

          6.7  ENTIRE AGREEMENT.  This Agreement and the offer letter to 
               which it is attached is the final expression of, and contains 
               the entire agreement between, the parties with respect to the 
               subject matter of this Agreement and supersedes all prior 
               negotiations, understandings and agreements.  No statements, 
               promises or representations have been made by any party to any 
               other, or relied upon, and no consideration has been offered, 
               promised, expected or held out other than expressly provided 
               in this Agreement.  This Agreement may not be modified, 
               changed, amended, supplemented or terminated, except by a 
               written instrument signed by the party to be charged or by its 
               duly authorized agent. 

          6.8  WAIVERS.  The waiver by either party of the breach of any 
               term, provision, covenant or condition contained in this 
               Agreement, or the failure or either party to insist on strict 
               performance by the other, shall not be deemed to be a waiver 
               of such term, provision, covenant or condition contained in 
               this Agreement.  The acceptance of performance by either party 
               shall not be deemed to be a waiver of any breach or default by 
               the other party, regardless of the non-defaulting party's 
               knowledge of such breach or default at the time of acceptance 
               of performance. 

          6.9  ATTORNEY'S FEES.  If any action is commenced to enforce any of 
               the provisions of this Agreement or to enforce a judgment, 
               each party shall be responsible for its own costs incurred, 
               including reasonable 

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               attorneys' fees and costs, arbitration fees and costs, court 
               costs and reimbursements for any other expenses. 

          6.10 CAPTIONS.  The paragraph and section headings in this 
               Agreement are solely for convenience of reference and are not 
               a part of an are not intended to govern, limit or aid in the 
               construction of any term provision of this Agreement. 

          6.11 FURTHER ASSURANCES.  The parties agree, without any additional 
               consideration or any unreasonable delay, to execute all such 
               other instruments and documents and to take all actions as may 
               be reasonably necessary or desirable to further implement the 
               provisions of this Agreement. 

     7.   ARBITRATION.  All claims, disputes or other matters in question 
          arising out of, or relating to, this Agreement or the breach of 
          this Agreement shall be decided in accordance with the then current 
          California Employment Resolution Dispute Rules of the American 
          Arbitration Association. Arbitration shall be held in Los Angeles, 
          California.  The award of the arbitrator shall be final and binding 
          upon the parties, and judgment may be entered upon it in accordance 
          with applicable law in any court having jurisdiction.  This 
          agreement to arbitrate shall be self-executing without the 
          necessity of filing any action in any court and shall be 
          specifically enforceable under the prevailing arbitration law.

     8.  CHANGE IN CONTROL.  In addition to any compensation, benefits or 
          rights Employee may have under Sections 4 and 5 above, in the event 
          of a "change in control," Employee will be paid twenty four (24) 
          months salary based on the total compensation package then in 
          effect, in accordance with a payment schedule to be determined at 
          the time of such "change in control".  As used in this Agreement, a 
          "change in control" shall mean (i) the sale, transfer, conveyance 
          or disposition, whether direct or indirect,  of all or 
          substantially all of the assets of HPA, (ii) a consolidation or 
          merger of HPA with or into any entity in which HPA is not the 
          surviving entity, (iii) a consolidation or merger of HPA with or 
          into any other entity in which HPA is the surviving entity, if 
          immediately after such transaction the shareholders of HPA own less 
          than 35% of the voting power of the capital stock of the surviving 
          entity that is normally entitled to vote in the election of 
          directors, or (iv) any "person" or "group" (as such terms are used 
          in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, 
          as amended (the "Exchange Act") whether or not applicable), other 
          than the shareholders of Unique Investment Corporation ("Unique") 
          or affiliates of Unique, becomes the beneficial owner or is deemed 
          to beneficially own (as described in Rule 13d-3 under the Exchange 
          Act) in excess of 30% of the HPA's voting power of the capital 
          stock normally entitled to vote in the election of directors of 
          HPA.  The provisions of this Section 8 shall also apply if Employee 
          is terminated for any reason within 180 days of any "change in 
          control" of HPA, as defined above. 

                    The parties execute this Agreement on the date set forth
                    above.

                    HAWKER PACIFIC AEROSPACE 


                    By:  /s/ DAVID L. LOKKEN
                         -------------------------------------

                    Its: President and Chief Executive Officer
                         -------------------------------------

                    Date:10/1/98
                         -------------------------------------

                         /s/ Dennis M. Biety
                         -------------------------------------

                    Date:10/1/98
                         -------------------------------------

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