THIRD MODIFICATION AND REAFFIRMATION OF GUARANTY

         THIS THIRD MODIFICATION AND REAFFIRMATION OF GUARANTY ("Reaffirmation")
dated as of June __, 2001, by FIRST AVIATION SERVICES, INC., a Delaware
corporation with an office at 15 Riverside Avenue, Westport, Connecticut 06880
("Guarantor") and in favor of HUDSON UNITED BANK, a state banking corporation
with an office located at 87 Post Road East, Westport, Connecticut 06880 (the
"Bank").


         PREMISES.

         1. Pursuant to a Guaranty dated as of March 30, 2000 and a certain
Modification and Reaffirmation of Guaranty dated as of August 30, 2000 and a
certain Second Reaffirmation of Guaranty dated as of April 27, 2001
(collectively, the "Guaranty"), the Guarantor has unconditionally guarantied the
Obligations (as defined in the Guaranty) of Aerospace Products International,
Inc., a Delaware corporation (the "Borrower") to Bank in accordance with the
terms thereof and a certain Commercial Revolving Loan Agreement dated as of
March 30, 2000, as amended by First Amendment to the Loan Agreement dated August
30, 2000, as amended by Second Amendment to the Commercial Revolving Loan and
Security Agreement dated as of April 27, 2001 (collectively, the "Loan
Agreement"). The Borrower has requested the Bank to consent to a third amendment
of the Loan Agreement between the Borrower and the Bank, and as a condition of
said consent, the Bank has required that Guarantor reaffirm its Guaranty
pursuant hereto. The Guarantor understands and acknowledges that the Bank has
relied on this Reaffirmation and on the continuing obligations of the Guarantor
under the Guaranty in approving the modification and that, in the absence of
this Reaffirmation, the Bank would have not done so.

     NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound hereby, Guarantor hereby agrees as follows:

         1. The quarterly Covenant Compliance Certificate of Guarantor which is
to be furnished to the Lender pursuant to Section 4.2 of the Guaranty shall,
among other requirements, disclose all "Junior Debt" of Borrower to Guarantor
which is "Subordinated Debt" pursuant to a certain Subordination Agreement
between Guarantor and Bank dated as of March 30, 2001. The Quarterly Covenant
Compliance Certificate shall be substantially in the form of Exhibit A attached
hereto and made a part hereof.

         2. Section 6.1 of the Guaranty is hereby amended and restated as
follows:

            "6.1. Leverage Ratio. Permit the ratio of its Total Liabilities to
            Tangible Net Worth to be more than 1.25 to 1.0 for any fiscal
            quarter of the Guarantor, measured quarterly."

         3. The following is added to Section 4.2 of the Guaranty:

            "e. Within ten (10) days of issuance, proxy statements, management
            letters, reports, press releases and a copy of the annual audited
            report for such year for the Guarantor, together with a completed
            Covenant Compliance Certificate,

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            together with such other information regarding the operations,
            business affairs and financial condition of the Borrower, the
            Guarantor or any Subsidiary of the Borrower, or compliance with the
            terms of any Loan Documents, as the Bank may reasonably request."

         4. Guarantor acknowledges and reaffirms the Guaranty pursuant to, and
in accordance with, the terms thereof. Without limiting the generality of the
foregoing or of the Guaranty, Guarantor acknowledges and agrees that it is fully
aware of the third amendment of the Note and Loan Agreement (collectively, the
"Amendment") and the terms thereof and that notwithstanding the Amendment or any
Loan Document (as defined in the Loan Agreement), Guarantor remains liable for
the full amount of the Obligations in accordance with the terms of the Guaranty,
its Obligations under the Guaranty are and continue in full force and effect and
that the Amendment does not and shall not, in any way, impair, discharge or
limit the obligations of Guarantor hereunder or under such Guaranty.

         5. No amendment, modification, termination, or waiver of any provision
of this Reaffirmation nor consent to any departure by the Guarantor therefrom,
shall in any event be effective unless in writing and signed by the Bank and any
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given. No notice to or demand on the Guarantor in
any case shall entitle the Guarantor to any other or further notice or demand in
similar or other circumstances.

         6. Guarantor reaffirms that the provisions of this Reaffirmation shall
not be construed as superseding, limiting or expanding the Guaranty, which
Guaranty continues in full force and effect. The terms hereof shall be in
addition to and not in lieu of, the terms of the Guaranty.

         7. Severability. If any clause or provision of this Reaffirmation is
determined to be illegal, invalid or unenforceable under any present or future
law by the final judgment of a court of competent jurisdiction, the remainder of
this Reaffirmation will not be affected thereby.

         8. Successors and Assigns. This Reaffirmation shall bind and inure to
the benefit of the parties hereto and their respective successors and assigns;
provided, however, that the Guarantor shall not assign this Reaffirmation, or
any related document, or any of its rights without the prior written consent of
the Lender.

         9. Governing Law; Consent to Jurisdiction. This Reaffirmation is, and
shall be deemed to be, a contract entered into under and pursuant to the laws of
the State of Connecticut and shall be in all respects governed, construed,
applied and enforced in accordance with the laws of said State; and no defense
given or allowed by the laws of any other State or Country shall be interposed
in any action or proceeding hereon unless such defense is also given or allowed
by the laws of the State of Connecticut. The undersigned irrevocably appoints
Aaron Hollander and each and every officer of the undersigned as its attorneys
upon whom may be served any notice, process or pleading in any action or
proceeding against it arising out of or in connection with this Reaffirmation or
any other Loan Document (as defined in the Loan Agreement). The undersigned
hereby consents that any action or proceeding against it may be commenced and
maintained in any court within the State of Connecticut or in the United States
District Court for the District of Connecticut or,

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at the option of Bank, any court in which Bank shall initiate legal or equitable
proceedings and which has subject matter jurisdiction over the matter in
controversy, and that such action or proceeding may be commenced by service of
process on any such officer. The undersigned agrees that the courts of the State
of Connecticut and the United States District Court for the District of
Connecticut shall have jurisdiction with respect to the subject matter hereof
and the person of the undersigned. The undersigned agrees not to assert any
defense to any proceeding initiated by Bank based upon improper venue or
inconvenient forum.

         10. THE GUARANTOR ACKNOWLEDGES THAT THE LOAN EVIDENCED BY THE NOTE IS A
COMMERCIAL TRANSACTION AND WAIVES ITS RIGHT TO NOTICE AND HEARING UNDER CHAPTER
903a OF THE CONNECTICUT GENERAL STATUTES, OR AS OTHERWISE ALLOWED BY ANY OTHER
STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER MAY
DESIRE TO USE, AND FURTHER, WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT,
NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF PROTEST, AND NOTICE OF ANY RENEWALS
OR EXTENSIONS OF THIS REAFFIRMATION THE GUARANTOR ACKNOWLEDGES THAT IT MAKES
THIS WAIVER KNOWINGLY, VOLUNTARILY, WITHOUT DURESS AND ONLY AFTER EXTENSIVE
CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.

         11. THE GUARANTOR WAIVES TRIAL BY JURY IN ANY COURT IN ANY SUIT,
ACTION, PROCEEDING OR ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY
RELATED TO THIS REAFFIRMATION OR THE FINANCING TRANSACTION OF WHICH THIS
REAFFIRMATION IS A PART OR THE DEFENSE OR ENFORCEMENT OF ANY OF THE HOLDER'S
RIGHTS AND REMEDIES IN CONNECTION THEREWITH. THE GUARANTOR ACKNOWLEDGES THAT IT
MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY, WITHOUT DURESS AND ONLY AFTER
EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.



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     IN WITNESS WHEREOF, the Guarantor, intending to be legally bound hereby,
has duly executed this Reaffirmation as of the date and year first above
written.

                                                   FIRST AVIATION SERVICES, INC.


                                                   By: _____________________
                                                   Name:
                                                   Its

                                                   HUDSON UNITED BANK


                                                   By: _____________________
                                                   Name:  Allison M. Knapp
                                                   Its Vice President


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                                    EXHIBIT A

                         COVENANT COMPLIANCE CERTIFICATE

I, ___________________, do hereby certify that I am the __________________ of
First Aviation Services, Inc. (the "Guarantor"), and that, as such, I am duly
authorized to execute and deliver this Certificate on the Guarantor's behalf
pursuant to Section 4.2 of the Guaranty dated March ___, 2000, in favor of
Hudson United Bank ("Bank") (as the same may be amended or otherwise modified
from time to time, the "Guaranty"). Capitalized terms used herein that are
defined in the Commercial Revolving Loan and Security Agreement between
Aerospace Products International, Inc. and the Bank shall have the meanings
therein defined.

         1.    The Leverage Ratio (determined as of the end of the immediately
               preceding quarter) is _____:1.00, computed as shown on Schedule
               1.

         2.    Borrower is indebted to Guarantor in the amount of $_________,
               which amount is "Junior Debt" as defined by and subject to the
               terms and conditions of a certain Subordination Agreement dated
               March 30, 2000 between Guarantor, Borrower and Bank.

         3.    The Guarantor is in compliance with all terms, covenants and
               conditions of the Guaranty, there exists no Default or Event of
               Default, since the Closing Date, there has occurred no Material
               Adverse Change since the Closing Date, and the representations
               and warranties contained in each of the Loan Documents are true
               and correct.

         IN WITNESS WHEREOF, I have executed this Certificate on this ____ day
of ______, 2001.

                                               FIRST AVIATION SERVICES, INC.



                                               By:__________________________
                                                    Its