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                               EMPLOYMENT AGREEMENT
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     This Agreement (the "Agreement") is dated October 1, 1998 BETWEEN HAWKER
PACIFIC AEROSPACE ("HPA") having its principal place of business at 11240
Sherman Way, Sun Valley, California 91352 AND PHILIP M. PANZERA ("Employee") of
20520 Caitlin Lane, Saugus, CA  91350.

     1.   RECITALS. Employee will serve as Vice President Corporate 
          Development 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 
          and such other duties assigned to him which are consistent with 
          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, 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 $130,000 
                 (one hundred thirty 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.  
                 Employee shall receive an annual salary review during 
                 December of each year (or at such other time as HPA conducts 
                 reviews of similar contracted employees).  HPA may also at 
                 the sole discretion of the Compensation Committee of the 
                 Board of Directors, increase Employee's base salary at any 
                 time other than the normal review period. 
 
            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.  Upon 
                 recommendation of the chief executive officer, and approval 
                 of the Compensation Committee of the Board of Directors, 
                 Employee may also receive a discretionary bonus based on his 
                 individual 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 three (3) 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 and his dependents 
                 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. 


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            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 pay 
                 Employee a $750 (seven hundred fifty dollars) per month 
                 automobile allowance. 
                 
            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, 2001 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 one year whichever period is 
                       shorter.  "Severance Pay" shall also 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, however in no event 
                       shall any lump sum payments be paid in a manner 
                       slower than Employee's normal payment schedule.  
                       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. 
     
                       If Employee is terminated Without Cause, he shall 
                       also be paid on the date of termination: any earned 
                       base salary, any earned but unpaid bonuses from a 
                       prior year, any accrued vacation time, and any 
                       unreimbursed business expenses submitted in 
                       accordance with the provisions of paragraph 4.10.
     
                   (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 
                       material fraud, material misappropriation or material 
                       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 also 
                       be paid on the date of termination: any earned base 
                       salary, any earned but unpaid bonuses from a prior 
                       year, any accrued vacation time, and any unreimbursed 
                       business expenses submitted in accordance with the 
                       provisions of paragraph 4.10. Employee shall have no 
                       other rights whatsoever  pursuant to this Agreement 
                       

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                       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. 
                       
      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:  Philip M. Panzera
                                   20520 Caitin Lane
                                   Saugus, CA   91350

            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 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, 


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                 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, the unsuccessful party shall pay all costs 
                 incurred by the prevailing party, including reasonable 
                 attorneys' fees and costs, arbitration fees and costs, 
                 court costs and reimbursements for any other reasonable 
                 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 twelve (12) 
         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". However, in no event shall 
         such salary be paid in a manner slower than Employee's normal 
         payment schedule. 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 90 days of 
         any "change in control" of HPA, as defined above.  


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                    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/ PHILIP W. PANZERA           
                          -------------------------------------

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




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