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                                                                   EXHIBIT 10.32



                           EXECUTIVE EMPLOYMENT AGREEMENT


         This Executive Employment Agreement (this "AGREEMENT") is dated as of
July 1, 1997, between First Aviation Services Inc., a Delaware corporation (the
"COMPANY"), and Gerald E. Schlesinger, Jr., an individual (the "EXECUTIVE").


                                     WITNESSETH:

         WHEREAS, the Company believes that the Executive will be a valued
employee of the Company and wishes to secure his employment with the Company and
document the terms of the Executive's employment by the Company.

         WHEREAS, the Company also has determined that it is in the best
interests of the Company and its shareholders to reinforce and encourage the
continued attention and dedication of certain key members of the Company's
management, including the Executive, to their assigned duties without
distraction in uncertain circumstances arising from the possibility of a change
in control of the Company.

         NOW, THEREFORE, taking into account the foregoing and in consideration
of the mutual promises and conditions contained herein, the parties hereto agree
as follows:


I

                                      EMPLOYMENT


    .1   EMPLOYMENT.  The Company employs the Executive and the Executive
hereby accepts employment as a senior vice president upon the terms and
conditions hereinafter set forth.

    .2   TERM.  The employment of the Executive by the Company under the terms
and conditions of this Agreement will commence on the date hereof and continue,
subject to Article IV hereof, for a period of three years ("EMPLOYMENT TERM").

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    .3   EXECUTIVE DUTIES.  As a senior vice president of the Company, the
Executive shall perform such duties as are requested by and shall report
directly to the Company's Chief Executive Officer.  The Executive agrees to
devote his full business time (with allowances for vacations and sick leave) and
attention and best efforts to the affairs of the Company and its subsidiaries
and affiliates during the Employment Term.  Executive shall not, while an
employee of the Company, directly or indirectly, be engaged (including as a
stockholder, proprietor, general partner, limited partner, trustee, consultant,
employee, director, officer, lender, investor or otherwise) in any business or
activity that is competitive with that of the Company or any of its
subsidiaries.


II

                              COMPENSATION AND BENEFITS


    .1   ANNUAL SALARY.  During the Employment Term, the Company shall pay to
the Executive a base salary at the rate of One Hundred Seventy Thousand Dollars
($170,000) per year (the "ANNUAL SALARY"), payable in substantially equal
biweekly installments.  The Company will review annually and may, in the sole
discretion of the Board of Directors, increase such base salary in light of the
Executive's performance, inflation in cost of living or other factors.

    .2   BENEFITS.  Subject to the discretion of the Board of Directors, during
the Employment Term, the Executive shall be eligible for participation in and
coverage under any and all such performance, bonus, profit sharing, incentive
stock option, and other compensation plans and such medical, dental, disability,
life, and other insurance plans and such other benefits generally available to
other employees of the Company in similar employment positions, as the Board of
Directors shall determine, subject to meeting applicable eligibility
requirements (collectively referred to herein as the "COMPANY BENEFIT PLANS"). 
For fiscal 1998 only, First Aviation Services, Inc. will guarantee payment to
Gerald Schlesinger a minimum of sixty-six thousand dollars ($66,000) (Minimum
Amount ) for participation in the performance award program.  The Minimum Amount
will be prorated for the number of months within fiscal 1998 for which Gerry
Schlesinger is employed by First Aviation Services, Inc.

    .3   REIMBURSEMENT OF EXPENSES.  The Executive shall be entitled to receive
prompt reimbursement of all reasonable expenses incurred by the Executive in
performing services hereunder, including all reasonable expenses of travel,
entertainment and living expenses while away from home on business at the
request of, or in the service of, the Company, provided that such expenses are
incurred and accounted for in accordance with the policies and procedures
established by the Company.

    .4   VACATION AND HOLIDAYS.  The Executive shall be entitled to an annual
vacation leave of three (3) weeks at full pay or such greater vacation benefits
as may be provided for by the Company's vacation policies applicable to senior
executives of the Company.  Up to a maximum of one week of vacation time may be
accumulated and carried over from one year to 

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the next.  Executive shall be entitled to such holidays as are established by
the Company for all employees.


III

                          CONFIDENTIALITY AND NONDISCLOSURE


    .1   CONFIDENTIALITY.  Executive shall not, during Executive's employment
by the Company or thereafter, at any time disclose, directly or indirectly, to
any person or entity or use for Executive's or any other person's or entity's
benefit any trade secrets or confidential information relating to the Company's
or its subsidiaries' business, operations, marketing data, business plans,
strategies, employees, products, prices, negotiations and contracts with other
companies, or any other subject matter pertaining to the business of the Company
or its subsidiaries or any of their respective clients, customers, suppliers,
consultants, or licensees, known, learned, or acquired by Executive during the
period of Executive's employment by the Company (collectively "CONFIDENTIAL
INFORMATION"), except as may be necessary in the ordinary course of performing
Executive's particular duties as an employee of the Company.

    .2   RETURN OF CONFIDENTIAL MATERIAL.  Executive shall promptly deliver to
the Company on termination of Executive's employment by the Company, whether or
not for Cause, or at any time the Company may so request, all memoranda, notes,
records, reports, manuals, drawings, blueprints, rolodexes, computer files and
records, Confidential Information and any other documents of a confidential
nature belonging to the Company or its subsidiaries, including all copies of
such materials which Executive may then possess or have under Executive's
control and any notes of Executive relating thereto.  Upon termination of
Executive's employment by the Company, Executive shall not retain any document,
data, or other material of any nature containing or pertaining to the
proprietary information of the Company or its subsidiaries.

    .3   PROHIBITION ON SOLICITATION OF CUSTOMERS; NONCOMPETITION.  During the
term of Executive's employment by the Company, and for a period of six months
thereafter, Executive shall not, directly or indirectly, either for Executive or
for any other person or entity, solicit any person or entity to terminate such
person's or entity's contractual and/or business relationship with the Company
or its subsidiaries, nor shall Executive interfere with or disrupt or attempt to
interfere with or disrupt any such relationship.  In addition, for a period of
twelve months following the term of Executive's employment by the Company,
Executive shall not, directly or indirectly, be engaged (including as a
stockholder, proprietor, general partner, limited partner, trustee, consultant,
employee, director, officer, lender, investor or otherwise) in any business or
activity that is competitive with that of the Company's or any of its
subsidiaries' activities within North America.  None of the foregoing shall be
deemed a waiver of any rights and remedies the Company may have under applicable
law.

    .4   PROHIBITION ON SOLICITATION OF EMPLOYEES, AGENTS OR INDEPENDENT
CONTRACTORS AFTER TERMINATION.  During the term of Executive's employment by the
Company and for a period of six months following the termination of Executive's
employment by the 

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Company, Executive will not solicit any of the employees, agents, or independent
contractors of the Company or its subsidiaries to leave the employ of the
Company or its subsidiaries. However, Executive may solicit any employee, agent
or independent contractor who voluntarily terminates his or her employment with
the Company or its subsidiaries after a period of 180 days have elapsed since
the termination date of such employee, agent or independent contractor.  None of
the foregoing shall be deemed a waiver of any rights and remedies the Company
may have under applicable law.

    .5   RIGHT TO INJUNCTIVE AND EQUITABLE RELIEF.  Executive's obligations not
to disclose or use Confidential Information and to refrain from the
solicitations described in this Article III are of a special and unique
character.   The Company cannot be reasonably or adequately compensated for
damages in an action at law in the event Executive breaches such obligations. 
Therefore, Executive expressly agrees that the Company shall be entitled to
injunctive and other equitable relief without bond or other security in the
event of such breach in addition to any other rights or remedies which the
Company may possess or be entitled to pursue.  Furthermore, the obligations of
Executive and the rights and remedies of the Company under this Article III are
cumulative and in addition to, and not in lieu of, any obligations, rights, or
remedies created by applicable law relating to misappropriation or theft of
trade secrets or Confidential Information.

    .6   SURVIVAL OF OBLIGATIONS.  Executive agrees that the terms of this
Article III and Article V hereof shall survive the term of this Agreement and
the termination of Executive's employment by the Company.


IV

                                     TERMINATION


    .1   DEFINITIONS.  For purposes of this Article IV, the following
definitions shall be applicable to the terms set forth below:

         (a)  CAUSE. "CAUSE" shall mean only the following: (i) failure by the
    Executive to perform his duties hereunder or those duties which may, from
    time to time, be reasonably requested by the Chief Executive Officer of the
    Company (other than such failure resulting from the Executive's incapacity
    due to physical or mental illness), as determined by the Board of Directors
    in its sole discretion; (ii) misconduct by the Executive which is
    materially injurious to the Company; (iii) conviction of or pleading no
    contest to a felony or crime of moral turpitude; (iv) habitual drunkenness
    by the Executive; (v) action by the Executive beyond the scope of his
    employment, as such scope is set by the Chief Executive Officer of the
    Company from time to time (vi) a material breach of this Agreement by the
    Executive.  

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         (b)  DISABILITY.  "DISABILITY" shall mean a physical or mental
    incapacity as a result of which the Executive becomes unable to continue
    the proper performance of his duties hereunder (reasonable absences because
    of sickness for up to three (3) consecutive months excepted).  A
    determination of Disability shall be subject to the certification of a
    qualified medical doctor agreed to by the Company and the Executive or, in
    the event of the Executive's incapacity to designate a doctor, the
    Executive's legal representative.  In the absence of agreement between the
    Company and the Executive, each party shall nominate a qualified medical
    doctor and the two doctors so nominated shall select a third doctor, who
    shall make the determination as to Disability.

    .2   TERMINATION BY COMPANY.  The Executive's employment hereunder may be
terminated by the Company immediately for Cause.  Subject to the provisions
contained in Section IV (.3) (b) of this Agreement, the Company may terminate
this Agreement at any time for any reason other than Cause upon thirty (30)
days' written notice to Executive.  The effective date of termination
("EFFECTIVE DATE") shall be considered to be thirty (30) days subsequent to
written notice of termination; however, the Company may elect to have Executive
leave the Company and its subsidiaries immediately upon issuance of the
aforementioned written notice.

    .3        SEVERANCE BENEFITS RECEIVED UPON TERMINATION.

         (a)  If at any time the Executive's employment is terminated by the
    Company for Cause, the Company shall pay the Executive his annual salary
    prorated through the end of the month during which such termination occurs
    plus payment for any vacation earned but not taken and the Company shall
    thereafter have no further obligations under this Agreement to the
    Executive or his or her dependents, beneficiaries or estate; provided,
    however, that the Company will continue to honor any obligations that may
    have been accrued under then existing Company Benefit Plans or any other
    agreements or arrangements applicable to the Executive.

         (b)  If at any time the Executive's employment is terminated by the
    Company without Cause or as a result of death or Disability, then the
    Company shall:

              (1)  pay to the Executive for termination of his rights hereunder
         a lump sum, in cash, within seven business days following the date of
         termination, an amount equal to six months salary based upon the
         Executive's current "Monthly Base Salary" (defined as the Annual
         Salary in effect on the date of termination divided by twelve (12)),
         plus payment for any vacation earned but not taken, and in addition,
         that the Company will continue to honor any obligations that may have
         been accrued under then existing Company Benefit Plans or any other
         agreements or arrangements applicable to the Executive.

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              (2)  provide Executive with such insurance coverage as is then
         required by COBRA or any similar then applicable law.

    .4   NO OBLIGATION TO MITIGATE DAMAGES; NO EFFECT ON OTHER CONTRACTUAL
         RIGHTS.

         (a)  The Executive shall not be required to mitigate damages or the
    amount of any payment provided for under this Agreement by seeking other
    employment or otherwise, nor shall the amount of any payment provided for
    under this Agreement be reduced by any compensation earned by the Executive
    as the result of employment by another employer after the date of
    termination, or otherwise.

         (b)  The provisions of this Agreement, and any payment or benefit
    provided for hereunder, shall not reduce any amounts otherwise payable, or
    in any way diminish the Executive's existing rights, or rights which would
    accrue solely as a result of the passage of time, under any Company Benefit
    Plan or other contract, plan or arrangement.

         (c)  Executive may terminate this Agreement upon 30 days written
    notice to the Company and upon such termination the Company shall make the
    payment provided for in Section IV (.3)(a) hereof and no further payments
    shall be required to be made by the Company to Executive. 


V

                                  GENERAL PROVISIONS

    .1   NOTICE.  For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, as follows:

    IF TO THE COMPANY:
                        First Aviation Services Inc.
                        15 Riverside Avenue
                        Westport, CT  06880
    IF TO THE EXECUTIVE:

                        Gerald E. Schlesinger
                        5511 Preston Fairways Drive
                        Dallas, TX   75252

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

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    .2   NO WAIVERS.  No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in a
writing signed by the Executive and the Company.  No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.

    .3   GOVERNING LAW.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut without regard to conflicts
of law principles.  Executive hereby agrees to submit to the exclusive
jurisdiction of the courts in and of the State of Connecticut, and consents that
service of process with respect to all courts in and of the state of Connecticut
may be made by registered mail to Executive at his address for notices specified
herein.  

    .4   SEVERABILITY OR PARTIAL INVALIDITY.  The invalidity or
unenforceability of any provisions of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall
remain in full force and effect.

    .5   COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

    .6   LEGAL FEES AND EXPENSES.  Should any party institute any action or
proceeding to enforce this Agreement or any provision hereof, or for damages by
reason of any alleged breach of this Agreement or of any provision hereof, or
for a declaration of rights hereunder, the prevailing party in any such action
or proceeding shall be entitled to receive from the other party all costs and
expenses, including reasonable attorneys' fees, incurred by the prevailing party
in connection with such action or proceeding.

    .7   ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement of
the parties and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings, and negotiations between the parties with
respect to the subject matter hereof.  This Agreement is intended by the parties
as the final expression of their agreement with respect to such terms as are
included in this Agreement and may not be contradicted by evidence of any prior
or contemporaneous agreement. The parties further intend that this Agreement
constitutes the complete and exclusive statement of its terms and that no
extrinsic evidence may be introduced in any judicial proceeding involving this
Agreement.

    .8   ASSIGNMENT.  This Agreement and the rights, duties, and obligations
hereunder may not be assigned or delegated by any party without the prior
written consent of the other party. Notwithstanding the foregoing provisions of
this Section 5.8, the Company may assign or delegate its rights, duties, and
obligations hereunder to any person or entity which succeeds to all or
substantially all of the business of the Company through merger, consolidation,
reorganization, or other business combination or by acquisition of all or
substantially all of the assets of the Company; provided that such person
assumes the Company's obligations under this Agreement.

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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                        FIRST AVIATION SERVICES, INC.
                        A DELAWARE CORPORATION


                        BY: _______________________
                             TITLE: CHIEF EXECUTIVE OFFICER
                        



                        GERALD E. SCHLESINGER
                        AN INDIVIDUAL


                        ________________________

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