Exhibit 10.39

                COMPENSATION ARRANGEMENTS WITH CERTAIN EXECUTIVE
                   OFFICERS (EFFECTIVE AS OF FEBRUARY 1, 2006)

     On March 27, 2006, the Compensation Committee (the "Compensation
Committee") of the Board of Directors of First Aviation Services, Inc. (the
"Company") approved the annual base salaries (effective as of February 1, 2006)
of the executive officers of the Company. The following table sets forth the
annual base salary levels of the following named executive officers of the
Company (as of February 1, 2006) for the year ending January 31, 2007 and the
year ended January 31, 2006:


                         
Name and Position                                       Base Salary

Michael C. Culver                                       January 31, 2007        $350,000
President and Chief Executive Officer                   January 31, 2006        $350,000

Paul J. Fanelli                                         January 31, 2007        $250,000
President and Chief Executive Officer, Aerospace        January 31, 2006        $250,000
Products International, Inc.

Robert G. Costantini                                    January 31, 2007        $220,000
Chief Financial Officer, Senior Vice                    January 31, 2006        $200,000
President-Finance, and Secretary

     Also on March 27, 2006, the Compensation Committee authorized the award of
cash bonuses to certain of the named executive officers of the Company in
respect of the year ended January 31, 2006. The following table sets forth cash
bonuses in respect of the years ended January 31, 2006 and January 31, 2005:

Name and Position                                       Bonus

Michael C. Culver                                       January 31, 2006        $250,000
President and Chief Executive Officer                   January 31, 2005        $75,000

Paul J. Fanelli                                         January 31, 2006        $130,000
President and Chief Executive Officer, Aerospace        January 31, 2005        $50,000
Products International, Inc.

Robert G. Costantini                                    January 31, 2006        $90,000
Chief Financial Officer, Senior Vice                    January 31, 2005        $30,000
President-Finance, and Secretary


     Mr. Costantini has entered into an employment agreement with the Company,
dated October 7, 2003, which was filed as Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the year ended January 31, 2004.

     Mr. Fanelli has entered into an employment agreement with API, dated
February 2, 2004, which was amended as of April 5, 2004. The employment
agreement was filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K
for the year ended January 31, 2004, and the amendment to the employment
agreement was filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K
for the year ended January 31, 2004.