VOTING TRUST AGREEMENT

VOTING TRUST AGREEMENT



VOTING TRUST AGREEMENT executed at Fort Mill, South Carolina, by and among American Aircarriers Support, Incorporated, a Delaware corporation (the "Company"), Herman O. Brown, Jr., an individual residing in Lake Wylie, South Carolina (the "Stockholder"), and David M. Furr and his successors in trust (the "Trustee").



WHEREAS, the Stockholder owns a total of 1,025,000 shares of Common Stock of the Company, and



WHEREAS, in order to secure continuity and stability of the Company's policies and management, the Stockholder deems it advisable and has agreed to enter into this Agreement pursuant to which the Stockholder will deposit all of the 1,025,000 shares he currently owns and all other shares of the Common Stock or other voting securities of the Company hereafter acquired, of record or beneficially, by the Stockholder (collectively, the "Shares") with the Trustee and the Trustee will obtain voting control with respect to the Shares, and



WHEREAS, the Stockholder has agreed that the Trustee shall take and hold for the period which is hereinafter stated the legal title to the Shares, to be held by him and to act under the terms of this Agreement, and



WHEREAS, the Trustee has consented to act under this Agreement for the purposes herein provided,



NOW, THEREFORE, in consideration of the mutual covenants of the parties which are hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is hereby agreed:



1. Agreement. Copies of this Agreement, and of every supplemental or amendatory agreement, shall be filed in the Company's principal office in Fort Mill, South Carolina. All such copies shall be open to the inspection of the Company's stockholders daily during business hours. All Voting Trust Certificates (defined below) issued as hereinafter provided shall be issued, received, and held subject to all the terms of this Agreement.



2. Transfer of Common Stock to Trustee. (a) The Stockholder shall deposit with the Trustee certificates evidencing his Shares. Should the Stockholder acquire additional Shares after the date hereof by exercise of options, the Stockholder shall deposit additional certificates for the Company's Common Stock so acquired with the Trustee within 10 days of such acquisition. No stock shall be deposited hereunder except stock having general voting powers, as provided in the Company's Certificate of Incorporation. All such stock certificates shall be endorsed, or accompanied by such executed instruments of transfer as to enable the Trustee to cause such certificates to be transferred into the name of the Trustee, as hereinafter provided. On receipt by the Trustee of the certificates for any Shares and their transfer into the name of the Trustee, the Trustee shall hold them subject to the terms of this Agreement, and shall thereupon issue and deliver to the Stockholder Voting Trust Certificates (defined below) for the Shares so deposited. Stockholder represents and warrants that, upon his transfer of the Shares to the Trustee, he will not be a "control person" as such term is defined under Federal and state securities laws. (b) All certificates for Shares of the Company transferred and delivered to the Trustee pursuant to this Agreement shall be surrendered by the Trustee to the Company and cancelled, and new certificates therefor shall be issued to and held by the Trustee in the name of "David M. Furr, as Voting Trustee u/t/a dated February 20, 1998, for Herman O. Brown."



3. Voting Trust Certificates. The voting trust certificates shall be substantially in the form set forth in Exhibit A hereto (the "Voting Trust Certificates").



4. Transfer of Certificates and Shares.



(a) During the term of this Agreement, the Shares may be sold, transferred, assigned, pledged, hypothecated or otherwise transferred by the Stockholder, subject to compliance by the Stockholder with the terms of this Agreement.



(b) If the Stockholder determines to sell any or all of the Shares by means of a sale (a "Sale"), the Stockholder shall so notify the Trustee of such determination by a written notice (a "Notice of Sale"), which Notice of Sale shall state the number of Shares sold. If the Shares are sold in public market transactions, in no event shall the number of Shares set forth in a Notice of Sale exceed the number of Shares that the Stockholder would be permitted to sell pursuant to Rule 144 or Rule 144(k), as applicable, promulgated under the Securities Act of 1933, as amended, or pursuant to any lock-up agreement with any investment banking firm. Upon receipt of a Notice of Sale by the Trustee, the Shares subject to the Notice of Sale shall be transferred into the name of the purchaser (or into the name of a registered broker or dealer designated by the purchaser) on the stock transfer records of the Company and such Shares shall no longer be subject to this Agreement.



(c) Notwithstanding any of the other provisions of this Agreement, the Stockholder shall have the absolute right to transfer, pledge or hypothecate any or all Voting Trust Certificates owned by the Stockholder; provided, however, any such transfer, pledge or hypothecation shall be subject to this Agreement and any foreclosure of a pledge or hypothecation shall be deemed a Transfer of the Voting Trust Certificates and the party seeking to foreclose such pledge or hypothecation shall execute an agreement to become a party and subject to this Agreement with the same force and effect as if such transferee had executed this original Agreement, and shall be considered to be within the meaning of the term Stockholder whenever used herein.



(d) Upon the death of any registered holder of Voting Trust Certificates subject to this Agreement, the Trustee shall, upon surrender to the Trustee of the Voting Trust Certificate(s) which were registered in the decedent's name duly endorsed for surrender and cancellation, and delivery of such other documents as the Trustee may reasonably require, cause said Voting Trust Certificate(s) to be cancelled and the Trustee shall thereafter promptly surrender the certificates representing the Shares subject to such Voting Trust Certificates to the Company for cancellation and reissuance in the name(s) of the Stockholder's heirs or legal representatives.



(e) During the term of this Agreement, the Trustee, in his capacity as Trustee pursuant to this Agreement, shall not have the power to sell the Shares without the written authorization of the Stockholder. Any sales shall be made in compliance with all applicable State and Federal securities laws and any lock-up agreement with any investment banking firm. If a sale of the Shares by the











Trustee in his capacity as Trustee pursuant to this Agreement occurs at any time, the proceeds shall be distributed by the Trustee to and among the holder or holders of the Voting Trust Certificates upon the surrender of said Voting Trust Certificates.



(f) The Voting Trust Certificates shall be transferable at the Trustee's principal office in Gastonia, North Carolina (and at such other office as the Trustee may designate by an instrument signed by him and sent by mail to the registered holders of Voting Trust Certificates), on the books of the Trustee, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustee. The Trustee may treat the registered holder as owner thereof for all purposes, but he shall not be required to deliver certificates representing the Shares hereunder without the surrender of such Voting Trust Certificates.



(g) If a Voting Trust Certificate is lost, stolen, mutilated, or destroyed, the Trustee, in his discretion, may issue a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to him; (2) indemnity reasonably satisfactory to him; and (3) the existing certificate, if mutilated. The Trustee shall not be required to recognize any transfer of a Voting Trust Certificate not made in accordance with the provisions hereof, unless the person claiming such ownership has produced indicia of title satisfactory to the Trustee, and has in addition deposited with the Trustee indemnity reasonably satisfactory to him.



5. Termination Procedure. (a) Upon the termination of this Agreement at any time, as hereinafter provided, the Trustee, at such time as he may choose during the period commencing 20 days before and ending 20 days after such termination, shall mail written notice of such termination to the registered owners of the Voting Trust Certificates, at the addresses appearing on the Trustee's transfer books. After the date specified in any such notice (which date shall be fixed by the Trustee), the Voting Trust Certificates shall cease to have any effect, and their holders shall have no further rights under this Agreement other than to receive certificates for the Shares or other property distributable under the terms hereof and upon the surrender of such ...