[Fleet logo]                                                    [letterhead]



September 2, 1999

Mr. John A. Marsalisi, Vice President & Secretary
Aircraft Parts International Combs, Inc.
C/O First Aviation Services, Inc.
15 Riverside Avenue
Westport, CT 06880

Re: Extension of Working Capital Line of Credit

Dear John:

Reference  is made to the  Promissory  Note in the  original  maximum  principal
amount of $10,000,000.00  (together with all amendments and  modifications,  the
"Note") and the Credit  Agreement (the "Loan  Agreement"),  both dated April 23,
1998 executed by Aircraft Parts International  Combs, Inc., (the "Borrower") and
delivered to Fleet National Bank (the "Bank").

The Borrower has  requested  that the Note and all  documents,  instruments  and
agreements that evidence, govern or secure the Note (together with the Note, the
"Loan  Documents") be modified for the purpose of extending the Termination Date
of the Loan  Documents  (as such term is  defined  in the Note) and the Bank has
agreed to such extension.

     The Bank  agrees  that the  Termination  Date as set forth in the
     Loan  Documents  shall be  extended  from  September  3,  1999 to
     December 31, 1999.

Upon (a) the  execution  and  delivery  of this letter by the  Borrower  and (b)
receipt by the Bank of any unpaid  payments  under the Loan  Documents,  if any,
through but not including the date of the execution and delivery of this letter,
the  extension  set forth in this  letter  shall be  effective  and  enforceable
against the Borrower.  Nothing herein contained or implied shall be construed as
a waiver of any other  provision  of the Loan  Documents  or any other  document
executed in  connection  with the Loan  Documents  or a waiver of any  presently
existing or future default in the  non-payment of principal  and/or  interest or
any other amounts due under the Loan Documents.

The  Borrower  hereby  warrants  and  represents  that the  representations  and
warranties  contained in the Loan Documents  continue to be true and correct and
that no event of default,  and no event which with the giving of notice or lapse
of time or both would become an event of default,  has occurred or is continuing
under the Loan Documents.  The Borrower  acknowledges that as of the date hereof
there are no offsets, defenses, claims, counterclaims,  charges or deductions of
any nature  against  amounts due and owing under the Note or against the Bank or
any of its officers, directors or employers.

The Borrower hereby ratifies and confirms in all respects and without  condition
all of the terms and provisions of the Loan Documents,  as modified  herein,  as
applicable,  and  agrees  that said terms and  provisions,  except to the extent
expressly modified herein or therein, continues in full force and effect.

<PAGE>


This letter shall be binding upon the Borrower and each  endorser and  guarantor
of the Loan  Documents and their  respective  successors,  heirs and assigns and
shall  inure to the benefit of the Bank and its  successors  and  assigns.  This
Agreement shall take effect as a sealed  instrument and shall be governed by the
laws of the State of Connecticut.

In no event shall this letter  agreement  constitute or be construed as a waiver
or release of the obligations of any maker, guarantor,  endorser or other person
liable for the Borrower's  obligations  under the Note,  and the  obligations of
such parties shall remain in full force and effect.

If this letter extending the Termination Date is acceptable,  please acknowledge
below and return the acknowledged copy to me by September 3, 1999.

If you have any questions, please contact me at (203) 964-4829.

Sincerely,

FLEET NATIONAL BANK

By:      /s/ Andrew Harris
         ------------------------------------------------
         Andrew H. Harris, Vice President


This letter is agreed to by:

AIRCRAFT PARTS INTERNATIONAL COMBS, INC.

By:      /s/ Aaron Hollander, Chairman
         --------------------------------------------
         Aaron P. Hollander, Chairman



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