FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                             FOR MICHAEL A. RILEY

This First Amendment (this "Amendment") is dated November 14, 1997 BETWEEN 
HAWKER PACIFIC AEROSPACE (formerly Hawker Pacific, Inc.) ("HPI"), having its 
principal place of business at 11240 Sherman Way, Sun Valley, California 
91352, AND Michael A. Riley ("Employee") of 1735 Coronado Court, Camarillo, 
California 93010, in order to amend that certain Employment Agreement, dated 
November 1, 1996 (the "Agreement") between HPI and Employee as herein set 
forth:

1.  Section 4.1 of this Agreement is hereby amended to read in its entirety as 
follows:

   "4.1  BASE SALARY.  Effective October 6, 1997, HPI shall pay Employee a 
base salary of $115,000 (one hundred fifteen thousand dollars) per year."

2.  This Agreement is hereby amended to add a new Section 8 of the Agreement 
    to read in its entirety as follows:

    "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". 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 HPI, (ii) a 
    consolidation or merger of HPI with or into any entity in which HPI is 
    not the surviving entity, (iii) a consolidation or merger of HPI with or 
    into any other entity in which HPI is the surviving entity, if 
    immediately after such transaction the shareholders of HPI 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 HPI's voting power 
    of the capital stock normally entitled to vote in the election of 
    directors of HPI. 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 HPI, as defined above.

          The parties execute this Agreement on the date set forth above.

HAWKER PACIFIC AEROSPACE                    EMPLOYEE


By:/s/ DAVID LOKKEN                         /s/ Michael A. Riley
   ------------------------------           ------------------------------
   David Lokken                             Michael A. Riley
   Its: President & CEO

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