AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This  Amendment  ("Amendment")  dated as of  September  30,  1999 is  between BE
Aerospace,  Inc., a Delaware  corporation  (the  "Company") and Robert J. Khoury
("Khoury"). The parties agree as follows:

     1. REFERENCE TO AGREEMENT: DEFINITIONS.  Reference is made to an Employment
Agreement  dated as of May 29, 1998,  as amended by Amendment  No. 1 dated as of
November  12,  1998,  between the Company  and Khoury (the  "Agreement").  Terms
defined in the Agreement and not otherwise  defined  herein are used herein with
the meanings so defined.

     2. AMENDMENTS TO AGREEMENT. The Agreement is amended as follows,  effective
as of the date first written above:

     2.1 AMENDMENT TO SECTION 3. Section 3 is hereby amended to read as follows:

     "3. TERM.  Executive shall provide to the Company services hereunder during
the term of this Agreement which,  unless otherwise  terminated  pursuant to the
provisions  of Article 5 hereof,  shall be the period ending on the later of (i)
May 28,  2003,  or,  (ii)  three (3) years from any date as of which the term is
being determined (the 'Employment  Term"). The date on which the Employment Term
ends, including any extensions thereof, is sometimes  hereinafter referred to as
the "Expiration Date"."

     2.2  AMENDMENT TO SECTION  5.3. The last  sentence of Section 5.3 is hereby
amended to read as follows:

                  "In addition,  Executive  and his spouse,  for as long as they
each may live,  shall be entitled  to all  medical,  dental and health  benefits
available  from  time to time to the  Company's  executive  officers  and  their
spouses,  respectively,  and the Executive  and his spouse,  for as long as they
each may live,  shall be entitled to the benefits  available under the Company's
executive medical  reimbursement plan in effect as of December 31, 1998 and this
provision  shall survive the termination or expiration of this Agreement for any
reason."

     2.3 Section 7.1 of the Agreement is hereby amended to read as follows:

     "7.1 TERMINATION DATE/VOLUNTARY TERMINATION PRIOR TO CHANGE OF CONTROL.


          (i) The term  "Termination  Date"  shall  mean the  earlier of (a) the
Expiration  Date, or (b) the date on which the  Executive's  employment with the
Company terminates for any reason prior to the Expiration Date.

          (ii) If the Executive voluntarily resigns prior to the occurrence of a
Change of Control,  and prior to the Expiration  Date,  then the Executive shall
receive  payment  of  his  unpaid  Salary  through  the  Termination  Date,  the
Retirement  Compensation  shall  become due  pursuant  to  Sections  7.6 and 7.7
hereof,  and the  Severance Pay shall become due pursuant to Section 7.5 hereof.
In addition, the Executive and his spouse shall be entitled to a continuation of
their  medical,  dental and health  benefits  pursuant  to the last  sentence of
Section 5.3 hereof."

     2.4  Amendment  to Section  7.3.  Clause (ii) of Section 7.3 is hereby
amended to read as follows:

          "(ii) until the Expiration  Date, (a) pay to Executive or in the event
of Executive's  subsequent death, such person as Executive shall have designated
in a notice  filed  with the  Company,  or, if no such  person  shall  have been
designated,  to Executive's estate, two (2) times the highest annual Salary paid
to the  Executive  prior  to the  Termination  Date,  (b)  continue  to  provide
Executive with the disability insurance and life insurance coverage, in the same
amounts and upon the same terms and conditions  provided pursuant to Section 5.3
hereof  immediately  prior to the Termination  Date, (c) reimburse the Executive
for  business  expenses  in the  same  manner  and to the same  extent  required
pursuant to Section 5.4 hereof prior to the Termination Date,  including without
limitation the  reimbursement  of travel  expenses and other travel  benefits as
were afforded to Executive under the Company's  policy  regarding  Authorization
and Limitation on Officer Travel as in effect in December 1998, and (d) continue
to provide the Executive  with the  automobile  allowance  provided  pursuant to
Section 5.5 hereof immediately prior to the Termination Date."

     2.5  Amendment  to Sections  7.4 and 7.5.  Sections 7.4 and 7.5 of the
Agreement are hereby amended in their entirety to read as follows:

     "7.4 Change of Control.


          (a)  If a  "Change  of  Control"  of the  Company  occurs  during  the
Employment  Term, and the Executive's  employment with the Company is terminated
for any  reason  (other  than by reason of the  Executive's  death  pursuant  to
Section 7.2 or incapacity  pursuant to Section 7.3) after the Change in Control,
then the Company or its successors in interest shall:

                        (i)     Within  thirty  (30) days after the Termination
Date, pay to the Executive,  (or in the event of Executive's  subsequent  death,
such  person as  Executive  shall  have  designated  in a notice  filed with the
Company,  or, if no such  person  shall have been  designated,  the  Executive's
estate) a lump sum payment  equal to the sum of: (a) the unpaid  Salary,  at the
rate in effect on the  Termination  Date,  payable to the Executive  through the
Expiration  Date, (b) the unpaid amount of any bonuses declared to be payable to
the  Executive  for any  fiscal  periods  of the  Company  ending  prior  to the
Termination Date, (c) an amount equal to two (2) times the Salary, determined at
the  highest  rate  that  was in  effect  at any time  from  the 180 day  period
preceding  the  Change of  Control  until  the  Termination  Date (the  "Highest
Salary"),  that would have been payable for the period from the Termination Date
through  the  Expiration  Date,  and (d) an  amount  equal to two (2)  times the
Executive's  Highest  Salary,  which lump sum shall not be prorated and shall be
paid in  addition  to the  Retirement  Compensation  payable  under (ii) of this
Section 7.4, the Salary and  benefits  payable  under (iii) of this Section 7.4,
and any Severance Pay payable pursuant to Section 7.5 hereof;

                        (ii)  pay to Executive (or in the event of Executive's
subsequent  death,  such person as Executive  shall have  designated in a notice
filed with the  Company,  or, if no such person shall have been  designated,  to
Executive's   estate)  a  lump  sum  payment  equal  to  the  annual  Retirement
Compensation  that would have been payable to the Executive  pursuant to Section
7.6 hereof if he had continued to be employed by the Company until May 28, 2003;

                       (iii)   until the  xpiration Date,  (a) pay to Executive
(or in the event of Executive's subsequent death, such person as Executive shall
have designated in a notice filed with the Company,  or, if no such person shall
have been designated,  to Executive's  estate) two (2) times Executive's Highest
Salary,  (b) provide  Executive  with  continued  life  insurance and disability
insurance coverage in the same amounts and upon the same terms and conditions as
in effect on his Termination Date, or if greater, as those provided  immediately
prior to the Change of Control, (c) reimburse Executive for business expenses in
the same manner and to the same extent  required  pursuant to Section 5.4 hereof
prior to the Termination Date, or if greater, to the extent provided immediately
prior to the Change of Control,  including without limitation, the reimbursement
of travel expenses and other travel benefits as were afforded to Executive under
the Company's policy regarding Authorization and Limitation on Officer Travel as
in  effect  in  December  1998,  (d)  continue  to  provide  Executive  with the
automobile  allowance  provided  pursuant  to  Section  5.5  hereof  as  of  the
Termination Date, or if greater, as provided  immediately prior to the Change in
Control, and (e) reimburse the Executive for the reasonable costs of leasing and
operating an office at a location  selected by Executive  that is outside of the
Company's  office,  including  without  limitation,  the  cost  of  a  full-time
assistant;

                      (iv) continue  to  provide to Executive and  his spouse,
for their  respective  lifetimes,  substantially  the same  medical,  dental and
health benefits,  and on  substantially  similar terms, as the Executive and his
spouse were receiving as of the  Termination  Date, or if greater,  as they were
receiving immediately prior to the Change of Control;

                      (v)  provide that any stock  options  granted  Executive
that would not vest on or prior to the  effective  date of the Change of Control
shall be exercisable  immediately upon the execution of any agreement that would
constitute  a Change  in  Control  (regardless  of  whether  such  agreement  is
consummated),  and such stock options shall continue to be exercisable until the
later of their expiration date or the date on which shares of the Company are no
longer traded as such; and

                     (vi)    pay to  Executive  the  amount  of any  Gross-Up
Payment payable by the Company to the Executive under Section 7.8 hereof.

           (b)      For purposes of this Agreement, a "Change of Control" means:

                     (i)     The  entering  into of any  agreement  relating to
a transaction or series of related  transactions  involving the ownership of the
Company  that  requires  a  shareholder   vote  for  the  consummation  of  such
transaction;

                    (ii)    Individuals  who, as of September 30, 1999 (the
"Effective  Date")  constitute  the  Board  of  Directors  of the  Company  (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board of Directors of the Company,  provided that any person becoming a director
subsequent to the Effective Date whose  election,  or nomination for election by
the Company's shareholders, was approved by a vote of at least a majority of the
directors  then  comprising  the  Incumbent  Board  (other  than an  election or
nomination of an individual whose initial  assumption of office is in connection
with an actual or threatened  election  contest  relating to the election of the
directors  of the Company,  as such terms are used in Rule 14a-11 of  Regulation
14A  promulgated  under the  Securities  Exchange Act) shall be, for purposes of
this Agreement,  considered as though such person were a member of the Incumbent
Board;

                     (iii)   The  acquisition (other than from the  Company)by
any  person,  entity or  "group",  within the  meaning of  Section  13(d)(3)  or
14(d)(2)  of the  Securities  Exchange  Act,  of 25% or more of either  the then
outstanding shares of the Company's Common Stock or the combined voting power of
the Company's then outstanding  voting securities  entitled to vote generally in
the  election  of  directors  (hereinafter  referred  to as the  ownership  of a
"Controlling Interest") excluding, for this purpose, any acquisitions by (1) the
Company or its  subsidiaries,  (2) any person,  entity or "group" that as of the
Effective  Date owns  beneficial  ownership  (within  the  meaning of Rule 13d-3
promulgated under the Securities Exchange Act) of a Controlling  Interest or (3)
any employee benefit plan of the Company or its subsidiaries; or

                      (iv) The sale or other disposition by the Company of 25%
or  more  of the  value  of its  assets  to any  person  or  entity  that is not
controlled by the Company.

                  7.5 Severance Pay. If the Executive's  employment hereunder is
terminated for any reason,  other than the Executive's death pursuant to Section
7.2 hereof, or the Executive's  incapacity  pursuant to Section 7.3 hereof, then
within  thirty (30) days after the  Executive's  Termination  Date,  the Company
shall pay to the Executive (or in the event of the Executive's subsequent death,
such person as the  Executive  shall have  designated in a notice filed with the
Company,  or, if no such  person  shall  have been  designated,  to  Executive's
estate) a lump sum amount equal to the Executive's annual Salary in effect as of
the Termination Date, which lump sum shall not be pro-rated.  The obligations of
the Company  pursuant to this Section 7.5 shall survive any  termination of this
Agreement or the Executive's  employment as aforesaid,  and shall be in addition
to any amounts  payable to the  Executive  pursuant to Section 7.4 hereof in the
event of a Change of Control of the Company."

         3.  Miscellaneous.  Except as amended by this Amendment,  all terms and
conditions  of the  Agreement  shall  remain  in full  force  and  effect.  This
Amendment may be executed in any number of  counterparts  which  together  shall
constitute one instrument, shall be governed by and construed in accordance with
the laws  (other  than the  conflict  of laws rules) of the State of Florida and
shall bind and inure to the benefit of the parties  hereto and their  respective
successors, assigns and heirs.


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         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands,
as of the date first written above.

                                ROBERT J. KHOURY



                                BE AEROSPACE, INC.