Exhibit 10.5

                      Compensation for Aaron P. Hollander

     On  August  3,  2005,  the   Compensation   Committee  (the   "Compensation
Committee")  of the Board of Directors of First  Aviation  Services,  Inc.  (the
"Company") approved an employment arrangement with Aaron P. Hollander,  Chairman
of the Board of  Directors  of the Company  ("Chairman"),  pursuant to which Mr.
Hollander  will  receive  compensation  for certain  duties to be  performed  as
Chairman.  Effective as of June 1, 2005,  Mr.  Hollander  will receive an annual
base salary of $150,000,  as well as standard benefits provided to all employees
of the Company.  Mr. Hollander may receive a bonus and/or additional benefits at
the discretion of the  Compensation  Committee.  Mr.  Hollander's  employment as
Chairman may be terminated at-will.

     In consideration of the compensation granted to Mr. Hollander in connection
with his duties as Chairman,  Mr. Hollander,  effective as of June 1, 2005, will
no longer be  entitled  to  receive  any fees or  additional  compensation  with
respect to his duties as a member of the Board of Directors of the Company.