Exhibit 10.12


                        FIFTH LOAN MODIFICATION AGREEMENT

         This Fifth Loan Modification Agreement (the "Agreement") is made and
entered into this 23rd day of October, 2000, effective as of September 1, 2000
(the "Effective Date"), by and among EAGLE NATIONAL BANK OF MIAMI, a National
Banking Association with its principal place of business at 701 Brickell Avenue,
Suite 1250, Miami, Florida 33131 (the "Lender"), and HEICO CORPORATION, HEICO
AEROSPACE CORPORATION, JET AVION CORPORATION, JET AVION HEAT THREAT CORPORATION,
LPI INDUSTRIES CORPORATION, and AIRCRAFT TECHNOLOGY, INC., (collectively the
"Original Borrowers"), HEICO AVIATION PRODUCTS CORP. and NORTHWINGS ACCESSORIES
CORP., each a Florida Corporation (unless otherwise noted) (the "Additional
Borrowers"); the Original Borrowers and the Additional Borrowers are hereinafter
collectively referred to as the "Borrowers" and individually a "Borrower".

                                   WITNESSETH

         WHEREAS, on or about March 31, 1994 Lender and Original Borrowers
entered into that certain Loan Agreement (the "Loan Agreement") pursuant to
which Lender provided Borrowers a credit facility in the aggregate principal
amount of One Million Six Hundred Thousand Dollars ($1,600,000.00), (the "Credit
Facility") said Credit Facility on or about February 27, 1997, was modified and
increased to Two Million Dollars ($2,000,000.00), now called the "Revolving
Credit Facility", for the purpose of making term loans to Borrowers for
purchasing or refinancing equipment to be used in Borrowers' business
operations; and

         WHEREAS, Original Borrowers requested and Lender agreed to a
modification of the terms and conditions of the Loan Agreement, in accordance
with the terms and conditions of that certain Loan Modification Agreement dated
August 9, 1995 (the "First Modification"); and

         WHEREAS, Borrowers requested and Lender agreed to a modification of the
terms and conditions of the Loan Agreement and First Modification Agreement, in
accordance with the terms and conditions of that certain Second Loan
Modification Agreement dated February 27, 1997 (the "Second Modification"); and

         WHEREAS, Borrowers requested and Lender agreed to a modification of the
terms and conditions of the Loan Agreement, First Modification and Second
Modification Agreement, in accordance with the terms and conditions of that
certain Third Loan Modification Agreement dated February 6, 1998, (the "Third
Modification"); and

         WHEREAS, Borrowers requested and Lender agreed to a modification of the
terms and conditions of the Loan Agreement, First Modification Agreement, Second
Modification Agreement, Third Modification Agreement, in accordance with the
terms conditions of that certain Fourth Loan Modification Agreement dated August
24, 1999 (the "Fourth Modification"); and

<PAGE>

         WHEREAS, Borrowers have requested and Lender has agreed to a
modification of the terms and conditions of the Loan Agreement, the First
Modification Agreement, the Second Modification Agreement, the Third Loan
Modification Agreement, and the Fourth Loan Modification Agreement in accordance
with the terms and conditions of this Agreement (this Fifth Agreement, the Loan
Agreement, the First Modification Agreement, the Second Modification Agreement,
the Third Modification and the Fourth Modification Agreement shall hereafter be
referred to as the "Modified Agreement");

         NOW THEREFORE, in consideration of the premises, the mutual covenants
set forth below and the sum of $10.00, and other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, Borrowers and
Lender agree as follows:

                                      Terms

         1. Affirmation of Loan Agreement. Except as modified hereby, all of the
terms and conditions of the Loan Agreement, the First Modification Agreement,
the Second Modification Agreement the Third Modification Agreement and the
Fourth Modification Agreement, as well as all other documents and instruments
executed and delivered by Borrowers to Lender in connection therewith, are
hereby ratified, affirmed and approved in all respects and shall remain in full
force and effect.

         2, Definitions. Unless otherwise defined all capitalized terms in this
Agreement shall have the same meaning as in the Loan Agreement.

         3. The Revolving Credit Facility Termination Date. On the Original Loan
Agreement, under Agreement, paragraph titled "Commitment" is hereby modified as
follows:

"Termination Date. This Agreement shall be effective as of the effective date
entered above, and shall continue in full force and effect until such time as
all of Borrower's Loans in favor of Lender have been paid in full, including
principal, interest, costs, expenses, attorneys' fees, and other fees and
charges, or until such time as the parties may agree in writing to terminate
this Agreement ("Maturity Date on Demand"). The terms for each individual
Equipment Loan shall remain as set forth in the Loan Agreement, except to the
extent modified by this Agreement."

         4. Credit Facility Fee. Paragraph 1.12 of the Loan Agreement is hereby
modified to read as follows: Borrowers agree to pay Lender a facility fee equal
to 50 basis point on the amount of each individual loan request at the time of
disbursement.

         5. Closing Costs. Borrowers acknowledge to Lender that all costs
associated with the closing of each individual transaction including but not
limited to Documentary Stamp Taxes in each individual Note, Filing Fees and
Documentation/Processing Fees, will be borne by the Borrower.

                                       2
<PAGE>

         6. Commitment. Paragraph 1.1 of the Loan Agreement is hereby modified
to read as follows:

         "1.1 The proceeds of each Equipment Loan shall be used exclusively for
the purpose of purchasing equipment to be used in the applicable Borrower's
business or to refinance existing equipment purchased within fourteen (14)
months from loan dated, and used in the applicable Borrower's business."

         7. Conflict. The provisions of this Agreement shall control in the
event of any conflict between it and any of the Loan Documents, except that the
provisions of the Notes and security agreements (given pursuant to paragraph 2.3
of the Loan Agreement, the "Security Agreements) shall control in the event of
any conflict between the Notes or the Security Agreements and this Agreement.

         8. Time. Time is of the essence with respect to all matters set forth
herein.

         9. Waiver Modification or Cancellation. Any waiver, alteration or
modification of any of the provisions of this Agreement shall not be valid
unless in writing and signed by the parties hereto.

         10. Waiver of Claims or Defenses. Borrowers hereby covenant that they
have no claims or defenses against Lender that could give rise to any defense,
off-set or counterclaim in connection with the enforcement of the Loan
Agreement, as modified hereby or any Equipment Loans.

         11. WAIVER OF JURY TRIAL ALL PARTIES TO THIS AGREEMENT HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A
TRIAL BY JURY IN ANY LAWSUIT, PROCEEDING, OR COUNTERCLAIM BASED UPON, OR ARISING
OUT OF THIS AGREEMENT, THE EQUIPMENT LOANS, THE LOAN DOCUMENTS AND ANY AGREEMENT
EXECUTED IN CONJUNCTION HEREWITH OR THEREWITH, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OR OMISSIONS OF
EITHER PARTY. THIS PROVISION FOR WAIVER OF A JURY TRIAL IS A MATERIAL INDUCEMENT
FOR LENDER TO ENTER INTO THIS AGREEMENT AND TO MAKE THE EQUIPMENT LOANS.

         12. Further Assurance. At all time following the date of this
Agreement, Borrowers agree to execute and deliver, or to cause to be executed
and delivered, such documents and to do, or cause to be done, such other acts
and things as might be reasonably requested by Lender to effectuate the terms
and provisions of this Agreement and the transactions contemplated herein to
assure that the benefits of this Agreement are realized by the parties hereto.

                                       3
<PAGE>

         IN WITNESS WHEREOF, Borrowers (Parent and Subsidiaries) and Lender have
hereunto executed this Agreement on that date first above written.

                                       BORROWERS:

WITNESSES:                             PARENT:

________________________               HEICO CORPORATION, a Florida Corporation

________________________               By: ___________________________
                                       Print Name: Thomas S. Irwin
                                       Title: Treasurer

STATE OF FLORIDA
COUNTY OF BROWARD

The foregoing instrument was acknowledged before me this 23rd day of October,
2000 by Thomas S. Irwin as Treasurer of HEICO CORPORATION, A Florida
Corporation, who is personally known to me or who has produced a known as
identification.

                                       -------------------------------
                                       NOTARY PUBLIC
                                       Print Name:  Elizabeth R. Letendre
                                       My Commission Expires:  August 2, 2004

WITNESSES:                             SUBSIDIARIES:

________________________               JET AVION CORPORATION, a Florida
                                             Corporation

________________________               By: ____________________________
                                       Print Name: Thomas S. Irwin
                                       Title: Treasurer

STATE OF FLORIDA
COUNTY OF BROWARD

The foregoing instrument was acknowledged before me this 23rd day of October,
2000 by Thomas S. Irwin as Treasurer of JET AVION CORPORATION, A Florida
Corporation, who is personally known to me or who has produced a known as
identification.

                                       -------------------------------
                                       NOTARY PUBLIC
                                       Print Name:  Elizabeth R. Letendre
                                       My Commission Expires:  August 2, 2004


                                       4
<PAGE>


WITNESSES:                             HEICO AEROSPACE CORPORATION, a Florida
                                       Corporation

________________________               By: __________________________
                                       Print Name: Thomas S. Irwin
________________________              Title: Treasurer



STATE OF FLORIDA
COUNTY OF BROWARD

The foregoing instrument was acknowledged before me this 23rd day of October,
2000 by Thomas S. Irwin as Treasurer of HEICO AEROSPACE CORPORATION, a Florida
Corporation, who is personally known to me or who has produced a known as
identification.

                                       ------------------------------
                                       NOTARY PUBLIC
                                       Print Name:  Elizabeth R. Letendre
                                       My Commission Expires:  August 2, 2004


WITNESSES:                             JET AVION HEAT TREAT CORPORATION, a
                                       Florida Corporation

________________________               By: ___________________________
                                       Print Name: Thomas S. Irwin
________________________               Title: Treasurer



STATE OF FLORIDA
COUNTY OF BROWARD

The foregoing instrument was acknowledged before me this 23rd day of October,
2000 by Thomas S. Irwin as Treasurer of JET AVION HEAT TREAT CORPORATION, a
Florida Corporation, who is personally known to me or who has produced a known
as identification.

                                       -------------------------------
                                       NOTARY PUBLIC
                                       Print Name:  Elizabeth R. Letendre
                                       My Commission Expires:  August 2, 2004



                                       5
<PAGE>


WITNESSES:                             LPI INDUSTRIES CORPORATION, a Florida
                                       Corporation

________________________               By: __________________________
                                       Print Name: Thomas S. Irwin
________________________               Title: Treasurer



STATE OF FLORIDA
COUNTY OF BROWARD

The foregoing instrument was acknowledged before me this 23rd day of October,
2000 by Thomas S. Irwin as Treasurer of LPI INDUSTRIES CORPORATION, a Florida
Corporation, who is personally known to me or who has produced a known as
identification.

                                       ------------------------------
                                       NOTARY PUBLIC
                                       Print Name:  Elizabeth R. Letendre
                                       My Commission Expires:  August 2, 2004


WITNESSES:                             AIRCRAFT TECHNOLOGY, INC., a Florida
                                       Corporation

________________________               By: ___________________________
                                       Print Name: Thomas S. Irwin
________________________               Title: Treasurer



STATE OF FLORIDA
COUNTY OF BROWARD

The foregoing instrument was acknowledged before me this 23rd day of October,
2000 by Thomas S. Irwin as Treasurer of AIRCRAFT TECHNOLOGY, INC., a Florida
Corporation, who is personally known to me or who has produced a known as
identification.

                                       -------------------------------
                                       NOTARY PUBLIC
                                       Print Name:  Elizabeth R. Letendre
                                       My Commission Expires:  August 2, 2004


                                       6
<PAGE>

WITNESSES:                             HEICO AVIATION PRODUCTS CORPORATION, a
                                       Florida Corporation

________________________               By:_____________________________
                                       Print Name: Thomas S. Irwin
________________________               Title: Treasurer



STATE OF FLORIDA
COUNTY OF BROWARD

The foregoing instrument was acknowledged before me this 23rd day of October,
2000 by Thomas S. Irwin as Treasurer of HEICO AVIATION PRODUCTS CORPORATION, a
Florida Corporation, who is personally known to me or who has produced a known
as identification.

                                       -------------------------------
                                       NOTARY PUBLIC
                                       Print Name:  Elizabeth R. Letendre
                                       My Commission Expires:  August 2, 2004


WITNESSES:                             NORTHWINGS ACCESSORIES CORPORATION, a
                                       Florida Corporation

_________________________              By:_____________________________
                                       Print Name: Thomas S. Irwin
_________________________              Title: Treasurer



STATE OF FLORIDA
COUNTY OF BROWARD

The foregoing instrument was acknowledged before me this 23rd day of October,
2000 by Thomas S. Irwin as Treasurer of NORTHWINGS ACCESSORIES CORPORATION, a
Florida Corporation, who is personally known to me or who has produced a known
as identification.

                                       -------------------------------
                                       NOTARY PUBLIC
                                       Print Name:  Elizabeth R. Letendre
                                       My Commission Expires:  August 2, 2004



                                       7
<PAGE>


WITNESS                                LENDER:

______________________                 EAGLE NATIONAL BANK OF MIAMI,
                                       a National Banking Association
______________________
                                       By:____________________________
                                       Print Name:  Antionette Infante.
                                       Title: Assistant Vice President

STATE OF FLORIDA
COUNTY OF MIAMI DATE

The foregoing instrument was acknowledged before me this 27 day of October,
2000, by Antoinette Infante as Assistant Vice-President of Eagle National Bank
of Miami, who is personally known to me of who produced a _________________ as
identification.


                                       -------------------------------
                                       NOTARY PUBLIC
                                       Print Name:  Lourdes Escarza
                                       My Commission Expires:   January 9, 2004


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