Exhibit 10.21
                               AMENDMENT NO. 3 TO
                          FIRST AVIATION SERVICES INC.
                              STOCK INCENTIVE PLAN


         Amendment, dated June 10, 2003, to the First Aviation Services Inc.
Stock Incentive Plan (the "Plan"). Capitalized terms used herein and not defined
herein shall have the meanings ascribed thereto in the Plan.

                                    RECITALS

     WHEREAS,   First  Aviation  Services  Inc.,  a  Delaware  corporation  (the
"Company"),  created and adopted the Plan effective December 20, 1996, which was
approved by the stockholders of the Corporation; and

     WHEREAS, the Company, through its Board of Directors, deems it desirable to
amend the Plan as set forth herein.

     NOW THEREFORE,  as approved by the stockholders of the Company as set forth
in  Section 2 hereto,  the Plan is hereby  amended  to read in its  entirety  as
follows, effective as of June 10, 2003:

         1. Amendment to Section 1.4(b). The first two sentences of Section
1.4(b) of the Plan are hereby amended to read in their entirety as follows:

                  "The maximum number of shares of Common Stock that may be
delivered pursuant to Awards (including Incentive Stock Options) granted to
Eligible Persons under this Plan shall not exceed 1,200,000 shares (the "Share
Limit"). The maximum number of shares of Common Stock that may be delivered
pursuant to options qualified as Incentive Stock Options granted under this Plan
is 1,200,000 shares."

         2. Shareholder Approval. This Amendment was approved by the affirmative
vote of the holders of a majority of the shares of the Company's common stock
voting at its annual meeting of shareholders held on June 10, 2003.

         3. Effect on the Plan. All references in the Plan to "this Plan", the
"Plan", and all phrases of like import shall refer to the Plan as amended by
this Amendment. The terms "hereof", "herein", "hereby" and all phrases of like
import, used in the Plan shall refer to the Plan as amended by this Amendment.
Except as amended hereby, the Plan shall remain in full force and effect.

         4. No Further Amendment. Except as expressly provided herein, no other
term or provision of the Plan is amended hereby.