INTERCREDITOR AGREEMENT



                  THIS INTERCREDITOR AGREEMENT (the "Agreement") is entered into

as of the 12th day of July, 2002 by and among CITICORP USA, INC., a Delaware

corporation, in its capacity as "Agent" (the "Agent") under that certain Fifth

Amended and Restated Credit Agreement of even date herewith (as amended and more

particularly described below and herein referred to as the "Credit Agreement")

and under each of (i) that certain Collateral Documents Amendment dated as of

February 18, 2000 (as more particularly described below and herein referred to

as the "Collateral Documents Amendment") and (ii) that certain Second Collateral

Documents Amendment dated as of February 14, 2001 (as more particularly

described below and herein referred to as the "BofA Collateral Documents

Amendment"), CITICORP USA, INC., a Delaware corporation, as holder of the

Warrant (as more particularly described below) ("CUSA"), BANK OF AMERICA, N.A.,

as holder of the BofA Note (as more particularly described below) ("BofA"), and

BENITO QUEVEDO and MARTHA P. QUEVEDO (collectively referred to herein as "BQ"),

as holders of that certain Term Loan Note of even date herewith (as more

particularly described below and herein referred to as the "Quevedo Note"), DON

A. SANDERS ("Sanders"), LJH, LTD., a Texas limited partnership ("Harber"), and

JAMES INVESTMENTS, INC., a Texas corporation ("James"). Capitalized terms used

herein which are defined in the Credit Agreement shall have the meanings herein

as ascribed thereto in the Credit Agreement.



                                                         W I T N E S S E T H:



                  WHEREAS, the Agent, AEROCELL STRUCTURES, INC., an Arkansas

corporation, TRIAD INTERNATIONAL MAINTENANCE CORPORATION, a Delaware

corporation, AIRCRAFT INTERIOR DESIGN, INC., a Florida corporation, and TIMCO

ENGINE CENTER, INC., a Delaware corporation, (the "Borrowers"), TIMCO Aviation

Services, Inc., a Delaware corporation ("AVS"), Citibank, N.A., as Issuing Bank,

and certain financial institutions a party thereto as Lenders have entered into

that certain Fifth Amended and Restated Credit Agreement of even date herewith

(the "Credit Agreement"), pursuant to which certain loans and other financial

accommodations have heretofore been, and will hereafter be, made to the

Borrowers by the Lenders and Issuing Bank;



                  WHEREAS, the Agent, the Borrowers, AVS and certain of AVS'

subsidiaries (the Borrowers, AVS and such subsidiaries of AVS being herein

referred to as the "Grantors") have entered into certain agreements pursuant to

which the Obligations and certain payment and performance guarantees with

respect to such Obligations and Indebtedness made by AVS and such subsidiaries

of AVS (the "Credit Facility Guarantees") are secured by security interests in

the Collateral pursuant to various security documents (the "Collateral

Documents");



                  WHEREAS, CUSA is the holder of a certain Common Stock Warrant

Certificate issued February 18, 2000 by AVS, as amended by Amendment No. 1 to

Common Stock Warrant



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                  Certificate dated as of May 31, 2000, and Amendment No. 2 to

Common Stock Warrant Certificate of even date herewith (the "Warrant");



                  WHEREAS, the Grantors, the Agent and CUSA are parties to that

certain Collateral Documents Amendment dated as of February 18, 2000 (the

"Collateral Documents Amendment"), pursuant to which, inter alia, the Collateral

Documents were amended to provide for the security interests granted thereunder

to secure, inter alia, the Indebtedness of AVS under the Warrant, as one of the

agreements executed and delivered in connection with a certain promissory note

heretofore payable by certain of the Grantors to CUSA;



                  WHEREAS, BofA has heretofore made a certain loan to, inter

alia, the Borrowers and the outstanding principal balance of such loan has been

re-evidenced by (i) that certain Replacement Term Loan Note in the principal

amount of $5,000,000 of even date herewith and (ii) that certain Replacement

Term Loan Note in the principal amount of $2,500,000 of even date herewith (such

Replacement Term Loan Notes being collectively referred to as the "BofA Note"),

which loan is secured pursuant to the terms of that certain Second Collateral

Documents Amendment dated as of February 14, 2001 (the "BofA Collateral

Documents Amendment"), pursuant to which, inter alia, the Collateral Documents

were further amended to provide for the security interests granted thereunder to

secure all of the Indebtedness of the Grantors under and with respect to such

loan, as re-evidenced by the BofA Note;



                  WHEREAS, each of the Credit Agreement, the Collateral

Documents, the Warrant, the Collateral Documents Amendment, the BofA Note, and

the BofA Collateral Documents Amendment continue in full force and effect as of

the date of this Agreement and the agreements made thereunder have been

reaffirmed;



                  WHEREAS, the Borrowers have executed that certain Term Loan

Note of even date herewith in the principal amount of $1,000,000, a copy of

which is attached hereto as Exhibit A-1 and made a part hereof (the "Quevedo

Note") and the Guarantors (as defined in the Credit Agreement) have executed

that certain Guaranty of even date herewith in respect of the Quevedo, a copy of

which is attached hereto as Exhibit A-2 and made a part hereof (the "Quevedo

Guaranty");



                  WHEREAS, Sanders, Harber and James have guaranteed the payment

and performance of certain of the Indebtedness evidenced by the BofA Note

pursuant to certain agreements executed and delivered by them, copies of which

are attached hereto as Exhibit B and made a part hereof (the "Shareholder

Guarantees");



                  WHEREAS, the Grantors, BQ, Sanders, Harber and James are

parties to that certain Security Agreement of even date herewith, a copy of

which is attached hereto as Exhibit C and made a part hereof (the "Shareholder

Security Agreement") pursuant to which security interests have been granted to

secure the Indebtedness of the Grantors under and with respect to (i) the

Quevedo Note and (ii) in the event that any of Sanders, Harber and James are

subrogated to the rights of BofA with respect to Indebtedness evidenced by the

BofA Note by virtue of the performance of their obligations under the

Shareholder Guarantees, their resultant claims against the Grantors; and





                                       2



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                  WHEREAS, the Grantors have requested that the Agent, Lenders,

Issuing Bank, CUSA, and BofA consent to the grant of the Liens evidenced by the

Shareholder Security Agreement and, as a condition to such consent, the Agent,

Lenders, Issuing Bank, CUSA and BofA have required that BQ, Sanders, Harber and

James enter into this Agreement to set forth certain agreements with respect to

the rights and obligations of the Agent (on behalf of the Holders), CUSA, BofA,

BQ, Sanders, Harber and James under the Credit Agreement, the Collateral

Documents, the Collateral Documents Amendment, BofA Note, the BofA Collateral

Documents Amendment, the Quevedo Note, any claims of Sanders, Harber, or James

arising by right of subrogation to the claims of BofA under the BofA Note, and

the Shareholder Security Agreement;



                  NOW, THEREFORE, the Agent, CUSA, BofA, BQ, Sanders, Harber and

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