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                                                                    EXHIBIT 10.8

                      AMENDMENT NO. 3 TO RIGHTS AGREEMENT

     THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT (the "Amendment") is made and
entered into as of this 24th day of May, 2001, between AVIATION SALES COMPANY, a
Delaware corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, as Rights Agent (the "Rights Agent").

     WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement
dated as of November 1, 1999, Amendment No. 1 to Rights Agreement dated as of
March 14, 2000 and Amendment No. 2 to Rights Agreement dated as of December 4,
2000 (collectively, the "Rights Agreement"); and

     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may in
its sole and absolute discretion, and the Rights Agent shall if the Company so
directs, supplement or amend any provision of the Rights Agreement in any
respect without the approval of the holders of the Rights (as defined in the
Rights Agreement);

     NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

     1. Amendment of Section 1(aa). Section 1(aa) of the Rights Agreement is
hereby amended and restated in its entirety to read as follows:

     "'Significant Holder' shall refer to each of (i) Robert Alpert and any
     Affiliate or Associate thereof (collectively, "Alpert"), for so long as
     Alpert is the Beneficial Owner of no more than 25% of the issued and
     outstanding Common Stock, and (ii) LJH, Corporation, a Texas corporation
     ("LJH"), for so long as Lacy J. Harber shall beneficially own 100% of the
     capital stock of LJH, Lacy J. Harber and any Affiliate or Associate thereof
     (including, without limitation and solely for purposes of this Agreement,
     Roy T. Rimmer and any Affiliate or Associate thereof) (collectively,
     "Harber"), for so long as Harber is the Beneficial Owner of no more than
     35% of the issued and outstanding Common Stock; provided, however, that
     shares of Common Stock beneficially owned by Roy T. Rimmer solely through
     the grant of stock options (or upon the exercise thereof) by the Company to
     Roy T. Rimmer as a member of the board of directors of the Company shall be
     excluded from the calculation of such percentage; provided, further, that
     at the time the Agreement, dated as of March 10, 2000, by and among the
     Company, Lacy J. Harber and LJH, is terminated or expires in accordance
     with the terms thereof, Harber shall thereupon, and without any further
     action whatsoever, no longer be a "Significant Holder" for purposes of this
     Agreement."

     2. Binding Effect. This Amendment shall be binding upon, and shall inure to
the benefit of, the parties hereto and their respective successors and assigns.

     3. Execution in Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
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     4. Governing Law. This Amendment shall be governed by, and interpreted in
accordance with, the laws of the State of Delaware, without regard to principles
of conflict of laws.

     5. Effectiveness. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.


                            [SIGNATURE PAGE FOLLOWS]
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

                                    AVIATION SALES COMPANY


                                    By: /s/ Dale S. Baker
                                        ------------------------------------
                                    Name: Dale S. Baker
                                    Title: Chairman of the Board and CEO

                                    CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
                                    Rights Agent


                                    By: /s/ Roger Bernhammer
                                        ------------------------------------
                                    Name:  Roger Bernhammer
                                         -----------------------------------
                                    Title:  Vice President
                                           ---------------------------------