<PAGE>

                      HAWKER PACIFIC AEROSPACE LIMITED

               STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT


This Written Statement of Terms and Conditions of Employment is given by 
Hawker Pacific Aerospace Limited to Mr. Richard Adey in accordance with the 
provisions of Section 1 of the Employment Protection (Consolidation) Act 1978 
as amended and together with your offer letter, any rules and procedures 
published by the Company and any Collective Agreements reached with the 
recognised Trade Union in respect of your work group, constitutes your 
Contract of Employment.

EMPLOYEE'S NAME:                Richard Adey

EMPLOYEE'S ADDRESS:             Overdene,
                                Paper Mews,
                                Dorking,
                                Surrey RH4 2TU

EMPLOYER'S NAME:                Hawker Pacific Aerospace Limited

EMPLOYER'S ADDRESS:             Technical Block A (S362)
                                P.O. Box 10
                                Heathrow Airport
                                Hounslow
                                Middx. TW6 2JA

JOB TITLE

Your job title will be Managing Director.
You will be required to report to David Lokken, President and CEO, Hawker 
Pacific Aerospace.

Please note that in order to meet the needs of the business, you may, from 
time to time, be required to undertake other duties in addition to your 
normal duties.


LOCATION

Your place of work will be at the company's premises as stated above or such 
other location in the UK or Europe or World Wide as the company shall direct 
whether on a temporary or permanent basis.

COMMENCEMENT OF EMPLOYMENT

Your employment began on 4 February 1998.

Hawker Pacific Aerospace Limited does recognise your previous service.  
Your continuous employment will therefore be calculated from 11 March 1996.

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HOURS OF WORK

You will be required to work such hours as are necessary to meet the needs of 
the business and this will not normally be less than 37.5 hours per week.

BASIC RATE OF PAY

You will be paid at the rate of L75,000 per annum plus car allowance of 
L8,000 per annum, which you will receive monthly in arrears direct into your 
Bank or Building Society account on the last working day of each month.
Your basic rate of pay will be reviewed on an annual basis at 1 January. (A 
review of salary should not automatically be assumed to mean an increase in 
salary.)

BONUS SCHEME

You will be eligible to participate in the company's performance bonus scheme 
in accordance with the rules of that scheme. Any such scheme shall operate in 
relation to a particular annual accounting period and you shall be notified 
of the terms of that scheme at the beginning of that period or as soon as 
possible thereafter. If the company implements a bonus scheme in an annual 
accounting period, it shall be under no obligation to continue that scheme in 
any subsequent period and it may amend or withdraw that scheme at its 
discretion.

EXPENSES

The company will reimburse to you, expenses properly incurred in the 
conduct of the company's business. Details must be submitted and approved for 
payment in accordance with company policy, details of which will be available 
from your immediate manager.

DEDUCTIONS FROM PAY

The company reserves the right to deduct from your salary or any other monies 
payable or reimbursable to you by the company all and any sums which you may 
owe to the company or any of its subsidiary or associated companies at any 
time.

PROBATIONARY SERVICE

This employment will be subject to satisfactory completion of a six month 
probationary period of service. This period may be extended for up to a 
further three months subject to discussion with yourself.

TERMS AND NOTICE OF TERMINATION

The period of employment with this company shall be for a period of three 
years to terminate at 3 February 2001 unless extended by mutual consent.

<PAGE>

Your employment will be subject to you providing six months notice of 
termination, given in writing.

However, the company may not serve notice of termination in the event that 
employment is terminated as a result of gross misconduct.

Please note that the company reserves the right to deduct monies owing from 
final pay, e.g. overpayment of holiday.

TRAINING

You will be required to undertake such training as the company shall from 
time to time direct and successfully complete that training (which includes 
the attainment of any qualifications specified). If within the time period 
determined by the company, you do not successfully complete the training or 
at any time during the training you do not progress to the satisfaction of 
the company, your employment under this contract will be terminated by the 
company giving to you in writing the period of notice required under this 
contract.

ANNUAL LEAVE

You will be entitled to 26 days annual leave (excluding Bank Holidays) and 
the holiday year operates from 1 January to 31 December.

Holiday is accrued at 2.2 days per month and you will therefore be eligible 
to receive 26 days holiday between the date of commencement and 31 December 
1998. The company does not normally permit employees to carry forward holiday 
entitlement and holiday not taken during the year of entitlement will be 
forfeit.

On termination of employment employees will receive payment in lieu of 
outstanding annual leave entitlement except when employment is terminated by 
the company on grounds of gross misconduct.

Holiday with or without pay will only be taken with the prior approval of 
your immediate superior and you are expected to comply with the accepted 
practices and requirements of the company with regard to annual leave, 
details of which will be in the Employee Handbook.

ABSENCE

If you are unable to attend at work you are required to notify your immediate 
manager, by telephone, within two hours of your appointed start time giving 
the reason for your absence. A deduction may be made from your pay in respect 
of the time lost.

If you fail to report for work for five consecutive working days without 
notification in respect of your absence, it will be assumed that you no 
longer with to be employed by

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Hawker Pacific Aerospace Limited and the company will write to you 
terminating you employment without notice.

SICKNESS ABSENCE

If you are unable to attend at work through ill-health you will be required 
to provide Self-Certification for absences of up to and including six 
calendar days.

In the event that the period of incapacity for work is for seven calendar 
days or more you will be required to produce a medical statement signed by a 
qualified medical practitioner on the eighth calendar day of absence and 
thereafter until your return to work.

During a period of twelve months (Benefit Period) which will commence with 
each Tax Year you will be eligible to receive Company Sick Pay according to 
length of service, as follows:

<TABLE>
<CAPTION>
          Service                                      Company Sick Pay
          -------                                      ----------------
     <S>                                               <C>
     Less than three months                               Nil
     More than three months but less than six months      Six weeks
     More than six months but less than nine months       Seven weeks
     More than nine months but less than two years        Eight weeks
     More than two years but less than three years        Thirteen weeks
     More than three years                                Twenty-six weeks
</TABLE>

Subject to adherence to the Company Notification of Sickness Absence 
Procedure payment for Company Sick Pay will commence of the first working day 
of sickness absence.
Further details of the calculation of Company Sick pay and associated Company 
Policy and Procedure on Sickness Absence are contained in the Employee 
Handbook.

MEDICAL

You and your family will be entitled to membership of the company nominated 
private health insurance scheme. Details of this will be made available as 
soon as possible.

RETIREMENT

Normal retirement will be on achieving the statutory retirement age.

PENSION

You will be eligible to enroll into a company pension scheme. Details of this 
will be made available as soon as possible.

<PAGE>

ADDITIONAL BENEFITS

You will be entitled to a package of benefits which from time to time has 
generally been available to employees. This package will be available at the 
absolute discretion of the company and the company reserves the right to vary 
and/or withdraw such benefits.

COMPANY PROPERTY

If you are issued with company property you will be responsible for ensuring 
that property is properly maintained and cared for. In the event that the 
property is lost, damaged (other than through normal usage) or stolen you 
will be responsible for notifying the company and its insurance brokers and 
where appropriate your local police and for providing them with such 
information as they require.

RIGHT OF SEARCH

Random searches will be conducted and the company reserves the right to 
search you, your vehicle and any personal effects brought on to company 
premises. You have the right to refuse to be searched but such refusal may 
result in your dismissal.

INDIVIDUAL GRIEVANCE

If you have a grievance related to your employment you should first discuss 
it with your immediate manager. If you are not satisfied with the response 
you receive you may pursue your grievance in accordance with the company 
grievance procedure, details of which are contained in the Employee Handbook.

DISCIPLINE

You are expected to comply with the normal working practices and requirements 
of the company and with the provisions of the Health and Safety at Work Act 
1974 (and as amended). Failure to do so may result in disciplinary action. 
Details of the company disciplinary procedure are contained in the Employee 
Handbook.

OUTSIDE BUSINESS INTERESTS

It is a condition of employment, that you shall not be concerned or 
interested, either directly or indirectly, whether financially or otherwise 
in any other business, trade or undertaking other than Hawker Pacific 
Aerospace Limited, without consent in writing from Hawker Pacific Aerospace 
Limited except as a non-executive shareholder or debenture holder of a company.

CONFIDENTIALITY AT WORK

You shall not, except in the proper course of your duties or as required by 
law, divulge to any person any confidential information concerning the 
company or any of

<PAGE>

its subsidiary or associated companies, knowledge which has resulted from 
employment with the company, and you shall not use such information in any 
manner likely to cause loss or damage to the company or any of its subsidiary 
or associated companies. This restriction will continue to apply after 
termination of employment with Hawker Pacific Aerospace Limited.

ADDITIONAL RESTRAINTS ON TERMINATION OF EMPLOYMENT

As and when you leave the service of the company, you shall not use the name 
of the company in connection with your own or any other name calculated to 
suggest that you are still connected with the company nor in any way hold 
yourself as having any such connection.

You shall refrain for a period of six months after the termination of your 
employment for whatever reason from canvassing business of the type carried 
out at the date of termination by the company on behalf of yourself or of 
any other person or persons or company Worldwide from any person, firm or 
company except that if you are employed by another person, firm or company 
which at the date of termination also had the person, firm or company as a 
customer or was in the habit of dealing with them.

You will also refrain for a period of twelve months after the termination of 
your employment for whatever reason either on your own behalf or on behalf of 
any person, firm or company from enticing away from the company any employee 
of the company.

Each of the obligations contained in this section shall be separate, distinct 
and severable from each other.

PUBLICATIONS AND BROADCASTS

You are required to submit to the President and CEO of the company for 
approval, any proposed publication, lecture, recording, radio or television 
broadcast, script or demonstration relating to the aerospace industry or 
in which the name of the company or any of its subsidiary or associated 
companies is mentioned before it is published, given, recorded or broadcast.

COPYRIGHT

You acknowledge that all Industrial property produced, invented or discovered 
by you at any time during your employment with the company whether before or 
after the date hereof shall belong to and vest in the company absolutely to 
the fullest extent permitted by law and to such end you undertake, at the 
request and expense of the company to execute all such documents and give all 
such assistance as in the option of the company may be necessary or desirable 
to vest any such Industrial Property or any Industrial Property Rights 
therein in the company absolutely and you hereby assign by way of present 
assignment of future copyright in all Industrial Property produced or 
originated by you.

<PAGE>

"INDUSTRIAL PROPERTY" includes inventions, designs, processes, formulae, 
notations, improvements, know-how, goodwill, reputation, moulds, get-up, 
tradenames and marks, logos, devices, plans, models, literary, dramatic, 
musical and artistic works as defined by the Copyright Designs and Patents 
Act 1988 or of the kind which relate directly or indirectly to the business 
of the company or any associated company which may in the opinion of the 
company be capable of being use or adapted for use therein or in connection 
therewith.

"INDUSTRIAL PROPERTY RIGHTS" includes patents, design rights, trademark 
rights whether registered or unregistered, copyrights and all other forms of 
industrial or intellectual property (in each case in any part of the world 
and whether or not registered or registrable and to the fullest extent 
thereof and for the full period thereof and all extensions and renewals 
thereof) and all applications for registration thereof, and all rights and 
interests thereto and therein.

CHANGE IN CONTROL

In addition to any compensation, benefits or rights you may have, in the event 
of a "change in control", you will be paid twelve months salary based on the 
total then current compensation package on a schedule to be determined at the 
time of such "change in control". As used in this Statement of Terms and 
Conditions of Employment, a "change in control" shall mean (i) the sale, 
conveyance or disposition of all or substantially all of the assets of the 
company, (ii) a consolidation or merger of the company or interest in any 
other entity unless the shareholders of this company continue to own, in such 
merger or consolidation, greater than 50% of the voting power of the capital 
stock of the surviving entity that is normally entitled to vote in the 
election of directors, or (iii) any person or "group", other than the Unique 
Investment Corporation shareholders or their affiliates, as such term is used 
in Section 13(d) of the Securities Exchange Act ("Exchange Act") 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 company's voting power of the 
capital stock normally entitled to vote in the election of directors of the 
company. The provisions of this section shall also apply within 90 days of 
any "change in control" as defined above if your employment is terminated for 
any reason.

VARIATION TO TERMS AND CONDITIONS OF EMPLOYMENT

The company reserves the right to vary the terms and conditions of your 
employment on one months notice. Any alterations to your contractual terms 
will be notified to you personally. No variation of contract will be 
implemented without prior consultation with you.

<PAGE>

On behalf of Hawker Pacific Aerospace

NAME:   David Lokken

SIGNATURE    /s/ David Lokken        DATE:  12/5/98
          ------------------------         ---------


CONFIRMATION OF ACCEPTANCE OF TERMS AND CONDITIONS OF EMPLOYMENT


I confirm that I wish to accept employment with Hawker Pacific Aerospace in 
accordance with this Statement of Terms and Conditions of Employment.

NAME:   Richard Adey

SIGNATURE: /s/ Richard Adey           DATE: 12/5/98
          ------------------------          ---------