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 Amin 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 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  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 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.

                                 AMIN J. KHOURY

                                 BE AEROSPACE, INC.