<PAGE>

                                                                     EXHIBIT 4.2
                                    FORM OF
                          7 5/8% SENIOR NOTES DUE 2011

                                                                 CUSIP 05366BAA0
NO. 144A-1                                                          $198,870,000

                                  AVIALL, INC.

promises to pay to CEDE & CO., INC. or registered assigns, the principal sum of
One Hundred and Ninety Eight Million, Eight Hundred and Seventy Thousand Dollars
($198,870,000) on July 1, 2011.

Interest Payment Dates: January 1 and July 1, commencing January 1, 2004.

Record Dates: December 15 and June 15.

Dated: June 30, 2003.

<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officer.

                                             AVIALL, INC.

                                             By:________________________________
                                                Name:
                                                Title:

This is one of the Global
Notes referred to in the
within-mentioned Indenture:

THE BANK OF NEW YORK
as Trustee

By:________________________
   Authorized Signatory

Dated June 30, 2003

<PAGE>

                          7 5/8% SENIOR NOTES due 2011

                  THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE OF THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL

<PAGE>

AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

         1.       INTEREST. Aviall, Inc., a Delaware corporation (the
"COMPANY"), promises to pay interest on the principal amount of this Note at
7 5/8% per annum until maturity and shall pay Special Interest, if any, as
provided in Section 5 of the Registration Rights Agreement. The Company shall
pay interest semi-annually on January 1 and July 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"INTEREST PAYMENT DATE"). Interest on the Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided, however, that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be January
1, 2004. The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time at a rate that is 1% per annum in excess of the interest rate
then in effect under the Indenture and this Note; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Special Interest, if any (without regard to
any applicable grace periods), from time to time at the same rate to the extent
lawful. Interest shall be computed on the basis of a 360-day year of twelve
30-day months.

         2.       METHOD OF PAYMENT. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons in whose name this Note (or one or
more Predecessor Notes) is registered at the close of business on the June 15 or
December 15 next preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium, if any, and
interest and Special Interest, if any, at the office or agency of the Company
maintained for such purpose, or, at the option of the Company, payment of
interest may be made by check mailed to the Holders at their addresses set forth
in the Security Register; provided, however, that payment by wire transfer of
immediately available funds shall be required with respect to principal of and
interest and Special Interest, if any, and premium, if any, on, all Global Notes
and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

         3.       PAYING AGENT AND REGISTRAR. Initially, The Bank of New York,
the Trustee under the Indenture, shall act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

         4.       INDENTURE. The Company issued the Notes under an Indenture
dated as of June 30, 2003 ("INDENTURE") among the Company, the guarantors party
thereto (the "SUBSIDIARY GUARANTORS") and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections
77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling.

<PAGE>

         5.       OPTIONAL REDEMPTION.

                  (a)      Except as set forth in clause (b) of this Paragraph
5, the Notes will not be redeemable at the option of the Company prior to July
1, 2007. Starting on that date, the Company may redeem all or any portion of the
Notes, at once or over time, after giving the required notice under the
Indenture. The Notes may be redeemed at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest and Special Interest, if any, to the applicable redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date), if redeemed during
the twelve-month period commencing on July 1 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                                 Percentage
----                                                                 ----------
<S>                                                                  <C>
2007................................................................  103.813%
2008................................................................  101.906%
2009 and thereafter.................................................  100.000%
</TABLE>

                  (b)      At any time and from time to time prior to July 1,
2006, the Company may redeem up to a maximum of 35% of the original aggregate
principal amount of the Notes with the proceeds of one or more Equity Offerings
at a redemption price (expressed as a percentage of principal amount) equal to
107.625% of the principal amount thereof, plus accrued and unpaid interest,
including Special Interest, if any, to the redemption date (subject to the right
of Holders of record on the relevant Regular Record Date to receive interest due
on the relevant Interest Payment Date); provided, however, that (i) after giving
effect to any such redemption at least 65% of the aggregate principal amount of
the Notes (excluding Notes held by the Company and its Subsidiaries) remains
outstanding, and (ii) any such redemption shall be made within 90 days of such
Equity Offering upon not less than 30 nor more than 60 days' prior notice.

                  (c)      Any prepayment pursuant to this paragraph shall be
made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

         6.       MANDATORY REDEMPTION. Except as set forth in Sections 4.12 and
4.18 of the Indenture, the Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.

         7.       REPURCHASE AT OPTION OF HOLDER.

         (a) Upon the occurrence of a Change of Control, each Holder shall have
the right to require the Company to repurchase all or any part (equal to $1,000
or an integral multiple of $1,000) of such Holder's Notes (a "CHANGE OF CONTROL
OFFER") at a purchase price in cash equal to 101% of the aggregate principal
amount of the Notes repurchased, plus accrued and unpaid interest and Special
Interest, if any, on the Notes repurchased to the purchase date (subject to the
right of Holders of record on the relevant record date to receive interest to,
but excluding, the relevant Interest Payment Date; provided, however, that
notwithstanding the occurrence of a Change of Control, the Company shall not be
obligated to purchase the Notes pursuant to a Change of Control Offer in the
event that, at any time prior to the commencement of a Change of Control Offer,
the Company shall have delivered to the Trustee an irrevocable notice of its
exercise of its right to redeem all (but not less than all) of the Notes
pursuant to Section 3.07 of the Indenture).

         (b) If either the Company or one of its Restricted Subsidiaries
consummates any Asset Sales, it shall apply any Net Available Cash in accordance
with the Indenture. When the aggregate amount of Excess Proceeds from Asset
Sales exceeds $10.0 million (taking into account income earned on such Excess
Proceeds, if any), the Company shall be required to make a Prepayment Offer for
the Notes, which offer shall be in the amount of the Allocable Excess Proceeds,
on a pro rata basis according to principal amount with other Senior Debt of the
Company or any Restricted Subsidiary that the Company elects to Repay; provided,
however, that in connection with any such Repayment of Senior Debt, the Company
or such Restricted Subsidiary shall permanently retire

<PAGE>

such Debt and shall cause the related loan commitment (if any) to be permanently
reduced in an amount equal to the principal amount so prepaid, repaid or
purchased. In connection with any such Prepayment Offer, the Company shall
purchase Notes tendered pursuant to such Prepayment Offer (and such other Senior
Debt) at a purchase price of 100% of their principal amount (or, in the event
such other Senior Debt was issued with significant original issue discount, 100%
of the accreted value thereof), without premium, plus accrued but unpaid
interest, including Special Interest, if any, to the purchase date (subject to
the right of Holders on the relevant Regular Record Date to receive interest due
on the relevant Interest Payment Date) or, in respect of such other Senior Debt,
such lesser price, if any, as may be provided for by the terms of such Senior
Debt, in accordance with the procedures set forth in Section 3.09 of the
Indenture. If the aggregate principal amount of Notes surrendered by Holders
thereof exceeds the amount of Net Available Cash, the Trustee shall select the
Notes to be purchased on a pro rata basis.

         (c) Holders of Notes that are the subject of an Offer to Purchase will
receive a Prepayment Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

         8.       NOTICE OF REDEMPTION. Notice of redemption shall be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

         9.       DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. This Note shall represent the aggregate principal amount of outstanding
Notes from time to time endorsed hereon and the aggregate principal amount of
Notes represented hereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion of
a Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part. Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the corresponding
Interest Payment Date.

         10.      PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

         11.      AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Company and the Trustee may amend or supplement the Indenture or
the Notes with the consent of the Holders of a majority in principal amount of
the then outstanding Notes, including Additional Notes, if any, voting as a
single class (including consents obtained in connection with a purchase of or
tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and
6.07 of the Indenture, any existing Default or Event of Default (except a
continuing Default or Event of Default in the payment of principal, premium, if
any, interest or Special Interest, if any, on the Notes) or compliance with any
provision of the Indenture or the Notes (except for certain covenants and
provisions of the Indenture which cannot be amended without the consent of each
Holder) may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes, including Additional Notes, if any, then
outstanding voting as a single class (including consents obtained in connection
with a purchase of or tender offer or exchange offer for the Notes). Without the
consent of any Holder, the Company and the Trustee may amend or supplement the
Indenture or the Notes to (a) cure any ambiguity, omission, defect or
inconsistency, (b) provide for the assumption by a Surviving Person of the
obligations of the Company under the Indenture, (c) provide for uncertificated
Notes in addition to or in place of certificated Notes (provided that the
uncertificated Notes are issued in registered form for purposes of Section

<PAGE>

163(f) of the Code, or in a manner such that the uncertificated Notes are
described in Section 163(f)(2)(B) of the Code), (d) add additional Guarantees
with respect to the Notes or to release Subsidiary Guarantors from Subsidiary
Guarantees as provided by the terms of the Indenture, (e) secure the Notes, to
add to the covenants of the Company for the benefit of the Holders of the Notes
or to surrender any right or power conferred upon the Company, (f) make any
change that does not adversely affect the rights of any Holder of the Notes, (g)
comply with any requirement of the Commission in connection with the
qualification of the Indenture under the TIA, or (h) provide for the issuance of
Additional Notes in accordance with the Indenture.

         12.      DEFAULTS AND REMEDIEs. Each of the following is an Event of
Default under the Indenture: (a) failure to make the payment of any interest,
including Special Interest, if any, on the Notes when the same becomes due and
payable, and such failure continues for a period of 30 days; (b) failure to make
the payment of any principal of, or premium, if any, on, any of the Notes when
the same becomes due and payable at its Stated Maturity, upon acceleration,
redemption, optional redemption, required repurchase or otherwise; (c) failure
to comply with Section 5.01 of the Indenture; (d) failure to comply with any
other covenant or agreement in the Notes or in the Indenture (other than a
failure that is the subject of the foregoing clause (a), (b) or (c)) and such
failure continues for 30 days after written notice is given to the Company as
provided in the Indenture; (e) a default under any Debt by the Company or any
Restricted Subsidiary that results in acceleration of the maturity of such Debt,
or failure to pay any such Debt at maturity, in an aggregate amount greater than
$10.0 million or its foreign currency equivalent at the time; (f) any judgment
or judgments for the payment of money in an aggregate amount in excess of $10.0
million (or its foreign currency equivalent at the time) that shall be rendered
against the Company or any Restricted Subsidiary and that shall not be waived,
satisfied or discharged (including acknowledged by a third party insurer to be
its exclusive liability) for any period of 60 consecutive days during which a
stay of enforcement shall not be in effect; (g) certain events involving
bankruptcy, insolvency or reorganization of the Company or any Significant
Subsidiary or any group of Subsidiaries of the Company that, when taken
together, would constitute a Significant Subsidiary; or (h) any Subsidiary
Guaranty of a Significant Subsidiary ceases, or the Subsidiary Guarantees of any
group of Subsidiary Guarantors that, when taken together, would constitute a
Significant Subsidiary cease, to be in full force and effect (other than in
accordance with the terms of such Subsidiary Guaranty) or any Subsidiary
Guarantor that is a Significant Subsidiary denies or disaffirms its obligations
under its Subsidiary Guaranty, or any group of Subsidiary Guarantors that, when
taken together, would constitute a Significant Subsidiary, deny or disaffirm
their obligations under their Subsidiary Guarantees.

         If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable. Notwithstanding the foregoing, in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency described in the Indenture, all outstanding Notes shall become due
and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest or Special Interest) if it determines that withholding
notice is in their interest. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest or Special Interest on, or the principal of,
the Notes. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.

         13.      TRUSTEE DEALINGS WITH COMPANY. Subject to certain limitations,
the Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee.

<PAGE>

         14.      NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator or stockholder of the Company or of
any Subsidiary Guarantor, as such, shall have any liability for any obligations
of the Company or any Subsidiary Guarantor under the Indenture, the Notes, the
Subsidiary Guaranties or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability.

         15.      AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

         16.      ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         17.      ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes that are Initial Notes shall have all the rights set forth in
the Registration Rights Agreement, dated as of June 30, 2003, between the
Company, the Subsidiary Guarantors and the parties named on the signature pages
thereto or, in the case of Additional Notes, Holders of Restricted Global Notes
and Restricted Definitive Notes shall have the rights set forth in one or more
registration rights agreement, if any, among the Company and the other parties
thereto, relating to rights given by the Company to the purchasers of any
Additional Notes.

         18.      CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and has directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

                  The Company shall furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to: Aviall,
Inc., 2750 Regent Boulevard, DFW Airport, Texas 75261, Attention: Shareholder
Services.

         20.      GOVERNING LAW. The internal law of the State of New York shall
govern and be used to construe this Note without giving effect to applicable
principals of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required thereby.

<PAGE>

                       Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to
Section 4.12 or 4.18 of the Indenture, check the box below:

[  ]     Section 4.12

[  ]     Section 4.18

If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.12 or Section 4.18 of the Indenture, state the amount you
elect to have purchased: $_____________________

Date:_____________________    Your Signature:___________________________________
                              (Sign exactly as your name appears on the Note)

                              Tax Identification No.:
                              __________________________________________________

                              SIGNATURE GUARANTEE:

                              __________________________________________________

                              Signatures must be guaranteed by an "eligible
                              guarantor institution" meeting the requirements of
                              the Registrar, which requirements include
                              membership or participation in the Security
                              Transfer Agent Medallion Program ("STAMP") or such
                              other "signature guarantee program" as may be
                              determined by the Registrar in addition to, or in
                              substitution for, STAMP, all in accordance with
                              the Securities Exchange Act of 1934, as amended.

<PAGE>

                                ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to

________________________________________________________________________________
            (Insert assignee's social security or other tax I.D. no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
as agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
________________________________________________________________________________

Date: ______________
                              Your Signature:___________________________________
                              (Sign exactly as your name appears on the face of
                              this Note)

                              Signature Guarantee: _____________________________

                              Signatures must be guaranteed by an "eligible
                              guarantor institution" meeting the requirements of
                              the Registrar, which requirements include
                              membership or participation in the Security
                              Transfer Agent Medallion Program ("STAMP") or such
                              other "signature guarantee program" as may be
                              determined by the Registrar in addition to, or in
                              substitution for, STAMP, all in accordance with
                              the Securities Exchange Act of 1934, as amended.

<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

                  The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:

<TABLE>
<CAPTION>
                                                                       Principal Amount
                            Amount of                                 of this Global Note       Signature of
                           decrease in         Amount of increase       following such      authorized signatory
                        Principal Amount      in Principal Amount        decrease (or           of Trustee or
Date of Exchange       of this Global Note    of this Global Note          increase)           Note Custodian
----------------       -------------------    -------------------     -------------------   --------------------
<S>                    <C>                    <C>                     <C>                   <C>
</TABLE>