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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                                  AVIALL, INC.

                                  $200,000,000

                          7 5/8% Senior Notes due 2011

                               Purchase Agreement

                                                              New York, New York
                                                                   June 25, 2003

Citigroup Global Markets Inc.
Credit Suisse First Boston LLC
Wachovia Securities, LLC
As Representatives of the Initial Purchasers
   c/o Citigroup Global Markets Inc.
   388 Greenwich Street
   New York, New York 10013

Ladies and Gentlemen:

                  Aviall, Inc., a corporation organized under the laws of
Delaware (the "Company"), proposes to issue and sell to the several parties
named in Schedule I hereto (the "Initial Purchasers"), for whom you (the
"Representatives") are acting as representatives, $200,000,000 principal amount
of its 7 5/8% Senior Notes due 2011 (the "Notes"). The Notes will be
unconditionally guaranteed (the "Subsidiary Guarantees," and together with the
Notes, the "Securities") by each of the Company's direct and indirect
Subsidiaries set forth on the signature page hereto (the "Subsidiary
Guarantors"). The Securities are to be issued under an indenture (the
"Indenture"), to be dated as of June 30, 2003, between the Company, the
Subsidiary Guarantors and The Bank of New York, as trustee (the "Trustee"). The
Securities have the benefit of a registration rights agreement (the
"Registration Rights Agreement"), to be dated as of June 30, 2003, between the
Company, the Subsidiary Guarantors and the Initial Purchasers, pursuant to which
the Company and the Subsidiary Guarantors have agreed to register a new series
of notes (the "Exchange Notes") and related Subsidiary Guarantees (the "Exchange
Guarantees," and together with the Exchange Notes, the "Exchange Securities")
under the Act subject to the terms and conditions therein specified. Pursuant to
the Registration Rights Agreement, the Exchange Securities will be offered in
exchange for the Securities (the "Registered Exchange Offer"). To the extent
there are no additional parties listed on Schedule I other than you, the term
Representatives as used herein shall mean you as the Initial Purchasers, and the
terms Representatives and Initial Purchasers shall mean either the singular or
plural as the context requires. The use of the neuter in this Agreement shall
include the feminine and masculine wherever appropriate. Certain terms used
herein are defined in Section 17 hereof.

                  In connection with the offering of the Securities, the Company
and the Subsidiary Guarantors will enter into a second amended and restated
credit agreement (the "Credit Agreement Amendment") that amends and restates
that certain Credit Agreement, dated as of

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December 17, 2001, among Aviall Services, Inc., the Company, the lenders and
issuers party thereto and Citicorp USA, Inc., as amended (the "Credit
Agreement").

                  The sale of the Securities to the Initial Purchasers will be
made without registration of the Securities under the Act in reliance upon
exemptions from the registration requirements of the Act.

                  In connection with the sale of the Securities, the Company has
prepared a preliminary offering memorandum, dated June 12, 2003 (as amended or
supplemented at the Execution Time, including any and all exhibits thereto and
material incorporated by reference therein, the "Preliminary Memorandum"), and a
final offering memorandum, dated the date hereof (as amended or supplemented at
the Execution Time, including any and all exhibits thereto and material
incorporated by reference therein, the "Final Memorandum"). Each of the
Preliminary Memorandum and the Final Memorandum sets forth certain information
concerning the Company and the Securities. The Company hereby confirms that it
has authorized the use of the Preliminary Memorandum and the Final Memorandum,
and any amendment or supplement thereto, in connection with the offer and sale
of the Securities by the Initial Purchasers.

                  1.       Representations and Warranties. Each of the Company
and each Subsidiary Guarantor, jointly and severally, represents and warrants to
each Initial Purchaser as set forth below in this Section 1.

                           (a)      The Preliminary Memorandum, at the date
         thereof, did not contain any untrue statement of a material fact or
         omit to state any material fact necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading. At the Execution Time and on the Closing Date, the
         Final Memorandum did not, and will not (and any amendment or supplement
         thereto, at the date thereof and on the Closing Date, will not),
         contain any untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading; provided,
         however, that the Company and the Subsidiary Guarantors make no
         representation or warranty as to the information contained in or
         omitted from the Preliminary Memorandum or the Final Memorandum, or any
         amendment or supplement thereto, in reliance upon and in conformity
         with information furnished in writing to the Company by or on behalf of
         the Initial Purchasers through the Representatives specifically for
         inclusion therein.

                           (b)      During the six-month period prior to the
         date here, none of the Company, the Subsidiary Guarantors, nor any of
         its or their Affiliates, nor any person acting on its or their behalf
         has, directly or indirectly, made offers or sales of any Securities, or
         solicited offers to buy any Securities, or, in either case, any
         security of the same class or series as the Securities, under
         circumstances that would require the registration of the Securities
         under the Act; provided that the Company and the Subsidiary Guarantors
         make no representation or warranty with respect to any actions
         undertaken by the Representatives, the Initial Purchasers, their
         Affiliates or anyone acting on their behalf.

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                           (c)      None of the Company, the Subsidiary
         Guarantors, nor any of its or their Affiliates, nor any person acting
         on its or their behalf has engaged in any form of general solicitation
         or general advertising (within the meaning of Regulation D) in
         connection with any offer or sale of the Securities in the United
         States; provided that the Company and the Subsidiary Guarantors make no
         representation or warranty with respect to any actions undertaken by
         the Representatives, the Initial Purchasers, their Affiliates or anyone
         acting on their behalf. The parties hereto acknowledge that any press
         release that complies with Rule 135(c) under the Securities Act does
         not constitute a general solicitation within the meaning of Regulation
         D.

                           (d)      The Securities satisfy the eligibility
         requirements of Rule 144A(d)(3) under the Act.

                           (e)      None of the Company, the Subsidiary
         Guarantors, nor any of its or their Affiliates, nor any person acting
         on its or their behalf has engaged in any directed selling efforts with
         respect to the Securities, and each of them has complied with the
         offering restrictions requirement of Regulation S; provided that the
         Company and the Subsidiary Guarantors make no representation or
         warranty with respect to any actions undertaken by the Representatives,
         the Initial Purchasers, their Affiliates or anyone acting on their
         behalf. Terms used in this paragraph and not otherwise defined in this
         Agreement have the meanings given to them by Regulation S.

                           (f)      As of the Closing Date, the Company has been
         advised by the NASD's PORTAL Market that the Notes and Exchange Notes
         have been designated PORTAL-eligible securities in accordance with the
         rules and regulations of the NASD.

                           (g)      The Company is not, and after giving effect
         to the offering and sale of the Securities and the application of the
         proceeds thereof as described in the Final Memorandum will not be, an
         "investment company" within the meaning of the Investment Company Act,
         without taking account of any exemption arising out of the number of
         holders of the Company's securities.

                           (h)      The Company is subject to and in compliance
         with the reporting requirements of Section 13 or Section 15(d) of the
         Exchange Act in all material respects.

                           (i)      None of the Company, the Subsidiary
         Guarantors or any of its or their Affiliates, nor any person acting on
         its or their behalf has paid or agreed to pay to any person any
         compensation for soliciting another to purchase any Securities of the
         Company (except as contemplated by this Agreement); provided that the
         Company and the Subsidiary Guarantors make no representation or
         warranty with respect to any actions undertaken by the Representatives,
         the Initial Purchasers, their Affiliates or anyone acting on their
         behalf.

                           (j)      None of the Company, the Subsidiary
         Guarantors or any of its or their Affiliates, nor any person acting on
         its or their behalf has taken, directly or indirectly, any action
         designed to cause or result in, or which has constituted, the
         stabilization or manipulation of the price of any security of the
         Company to facilitate the

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         sale or resale of the Securities in violation of applicable securities
         laws; provided that the Company and the Subsidiary Guarantors make no
         representation or warranty with respect to any actions undertaken by
         the Representatives, the Initial Purchasers, their Affiliates or anyone
         acting on their behalf.

                           (k)      Each of the Company and its Subsidiaries has
         been duly incorporated or organized and is validly existing as a
         corporation or limited liability company in good standing under the
         laws of the jurisdiction in which it is incorporated or organized with
         full corporate or limited liability company power and authority to own
         or lease, as the case may be, and to operate its properties and conduct
         its business as described in the Final Memorandum, and is duly
         qualified to do business as a foreign corporation, limited liability
         company or partnership and is in good standing under the laws of each
         jurisdiction that requires such qualification; except where the failure
         to be in good standing or duly qualified (i) could not reasonably be
         expected to have a material adverse effect on the performance of this
         Agreement, the Indenture, the Securities, the Registration Rights
         Agreement or the Credit Agreement Amendment, or the consummation of any
         of the transactions contemplated hereby or thereby; or (ii) could not
         reasonably be expected to have a material adverse effect on the
         condition (financial or otherwise), prospects, earnings, business or
         properties of the Company and its Subsidiaries, taken as a whole,
         whether or not arising from transactions in the ordinary course of
         business (the occurrence of the events described in clause (ii) being
         referred to herein as a "Material Adverse Effect").

                           (l)      All the outstanding shares of Capital Stock
         of each Subsidiary Guarantor have been duly and validly authorized and
         issued and are fully paid and nonassessable, and, except as otherwise
         set forth in the Final Memorandum, all outstanding shares of Capital
         Stock of the Subsidiary Guarantors are owned by the Company either
         directly or through wholly owned Subsidiary Guarantors free and clear
         of any perfected security interest or any other security interests,
         claims, liens or encumbrances, other than under the Credit Agreement.

                           (m)      The statements contained in the Final
         Memorandum under the captions "Business--Regulation," "Business--Aviall
         Services--Significant Parts Contracts," "Risk Factors--Risks Relating
         to our Business--If our principal suppliers terminate or limit their
         relationships with us, our net sales could decline substantially and
         our business could otherwise be adversely affected," "Risk
         Factors--Risks Relating to our Business--If our FAA repair authority is
         revoked or limited, we could incur significant costs and our growth
         could be hindered," "Risk Factors--Risks Relating to our Business--We
         could incur significant costs and expenses related to environmental
         problems" and "Management's Discussion and Analysis of Financial
         Condition and Results of Operations--Environmental Matters," insofar as
         such statements summarize legal matters, agreements, documents or
         proceedings discussed therein, are accurate and fair summaries of such
         legal matters, agreements, documents or proceedings.

                           (n)      This Agreement has been duly authorized,
         executed and delivered by the Company and each of the Subsidiary
         Guarantors.

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                           (o)      The Indenture has been duly authorized and,
         assuming due authorization, execution and delivery thereof by the
         Trustee, when executed and delivered by the Company and each of the
         Subsidiary Guarantors, will constitute a legal, valid, binding
         instrument enforceable against the Company and each of the Subsidiary
         Guarantors in accordance with its terms (subject, as to the enforcement
         of remedies, to applicable bankruptcy, reorganization, insolvency,
         moratorium, fraudulent conveyance, preference or other laws affecting
         creditors' rights generally from time to time in effect and to general
         principles of equity).

                           (p)      The issuance of the Notes by the Company and
         the issuance by each Subsidiary Guarantor of its respective Subsidiary
         Guarantee has been duly and validly authorized and, when the Company
         has, and the Subsidiary Guarantors have, duly executed each global
         certificate representing the Securities and such Securities have been
         authenticated in accordance with the provisions of the Indenture and
         delivered to and paid for by the Initial Purchasers under this
         Agreement, the Notes will constitute legal, valid, binding and
         enforceable obligations of the Company and the respective Subsidiary
         Guarantee of each Subsidiary Guarantor will constitute its legal,
         valid, binding and enforceable obligation, in each case entitled to the
         benefits of the Indenture (subject, as to the enforcement of remedies,
         to applicable bankruptcy, reorganization, insolvency, moratorium,
         fraudulent conveyance, preference or other laws affecting creditors'
         rights generally from time to time in effect and to general principles
         of equity).

                           (q)      The issuance of the Exchange Notes by the
         Company and the issuance by each Subsidiary Guarantor of its respective
         Exchange Guarantee has been duly and validly authorized and, when the
         Company has, and the Subsidiary Guarantors have, duly executed each
         global certificate representing the Exchange Securities and such
         Exchange Securities have been authenticated, in accordance with the
         provisions of the Indenture and delivered to the holders of Securities
         in exchange therefor as contemplated by the Registration Rights
         Agreements, the Exchange Notes will constitute legal, valid, binding
         and enforceable obligations of the Company and the respective
         Subsidiary Guarantee of each Subsidiary Guarantor will constitute its
         legal, valid, binding and enforceable obligation, in each case entitled
         to the benefits of the Indenture (subject to applicable bankruptcy,
         reorganization, insolvency, moratorium, fraudulent conveyance,
         preference or other laws affecting creditors' rights generally from
         time to time in effect and to general principles of equity, regardless
         of whether enforcement is sought in a proceeding at law or in equity).

                           (r)      The Registration Rights Agreement has been
         duly authorized and, assuming due authorization, execution and delivery
         thereof by the Initial Purchasers, when executed and delivered by the
         Company and each of the Subsidiary Guarantors, will constitute a legal,
         valid, binding and enforceable instrument (except as to rights of
         indemnity and contribution which maybe limited by applicable law) of
         the Company and each of the Subsidiary Guarantors (subject, as to the
         enforcement of remedies, to applicable bankruptcy, insolvency,
         reorganization, moratorium, fraudulent conveyance, preference or other
         laws affecting creditors' rights generally from time to time in effect
         and to general principles of equity).

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                           (s)      The Credit Agreement Amendment has been duly
         authorized and, assuming due authorization, execution and delivery
         thereof by the other parties thereto, when executed and delivered by
         the Company and each of the Subsidiary Guarantors, will constitute a
         legal, valid, binding and enforceable instrument of the Company and
         each of the Subsidiary Guarantors (subject, as to the enforcement of
         remedies, to applicable bankruptcy, insolvency, reorganization,
         moratorium, fraudulent conveyance, preference or other laws affecting
         creditors' rights generally from time to time in effect and to general
         principles of equity).

                           (t)      Each of the Company and the Subsidiary
         Guarantors has all requisite corporate, limited liability company or
         partnership power and authority, has taken all requisite corporate,
         limited liability company or partnership action necessary to enter into
         and perform this Agreement, the Indenture, the Securities, the
         Registration Rights Agreement and the Credit Agreement Amendment.

                           (u)      Subject to compliance by the Initial
         Purchasers with the representations, warranties and covenants set forth
         in Section 4 hereof, no consent, approval, authorization, filing with
         or order of any court or governmental agency or body is required in
         connection with the transactions contemplated herein or in the
         Indenture, the Registration Rights Agreement or the Credit Agreement
         Amendment, except such as will be obtained under the Act and the Trust
         Indenture Act with respect to the Exchange Securities and such as may
         be required under the blue sky laws of any jurisdiction in connection
         with the purchase and distribution of the Securities by the Initial
         Purchasers in the manner contemplated herein and in the Final
         Memorandum and the Registration Rights Agreement.

                           (v)      Subject to compliance by the Initial
         Purchasers with the representations, warranties and covenants set forth
         in Section 4 hereof and assuming the effectiveness of the Credit
         Agreement Amendment, neither the execution and delivery of this
         Agreement, the Indenture, the Registration Rights Agreement or the
         Credit Agreement Amendment, the issue and sale of the Securities and
         the Exchange Securities, nor the consummation of any other of the
         transactions herein or therein contemplated, nor the fulfillment of the
         terms hereof or thereof will conflict with, result in a breach or
         violation or imposition of any lien, charge or encumbrance upon any
         property or assets of the Company or any of its Subsidiaries pursuant
         to, (i) the certificate of incorporation, by-laws or other
         organizational documents of the Company or any of its Subsidiaries;
         (ii) the terms of any indenture, contract, lease, mortgage, deed of
         trust, note agreement, loan agreement or other agreement or instrument
         to which the Company or any of its Subsidiaries is a party or bound or
         to which its or their property is subject; or (iii) any statute, law,
         rule, regulation, judgment, order or decree applicable to the Company
         or any of its Subsidiaries of any court, governmental body or agency,
         including, without limitation, the Federal Aviation Administration, or
         arbitrator having jurisdiction over the Company or any of its
         Subsidiaries or any of its or their properties; except, in the case of
         clauses (ii) and (iii), as (A) could not reasonably be expected to have
         a material adverse effect on the performance of this Agreement, the
         Indenture, the Securities, the Registration Rights Agreement or the
         Credit Agreement Amendment, or the

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         consummation of any of the transactions contemplated hereby or thereby,
         or (B) would not result in a Material Adverse Effect.

                           (w)      The consolidated historical financial
         statements and schedules of the Company and its consolidated
         Subsidiaries included in the Final Memorandum present fairly in all
         material respects the financial condition, results of operations and
         cash flows of the Company as of the dates and for the periods
         indicated, comply as to form with the applicable accounting
         requirements of the Act and have been prepared in conformity with
         generally accepted accounting principles applied on a consistent basis
         throughout the periods involved (except as otherwise noted therein);
         the selected financial data set forth under the caption "Selected
         Consolidated Financial Data" in the Final Memorandum fairly present, on
         the basis stated in the Final Memorandum, in all material respects the
         information included therein.

                           (x)      No action, suit or proceeding by or before
         any court or governmental agency, authority or body or any arbitrator
         involving the Company or any of its Subsidiaries or its or their
         directors, officers or property is pending or, to the knowledge of the
         Company's executive officers, threatened that could reasonably be
         expected to have (i) a material adverse effect on the performance of
         this Agreement, the Indenture, the Securities, the Registration Rights
         Agreement or the Credit Agreement Amendment, or the consummation of any
         of the transactions contemplated hereby or thereby; or (ii) a Material
         Adverse Effect, except in each case as set forth in or contemplated in
         the Final Memorandum.

                           (y)      The Company and each of its Subsidiaries
         owns or leases all such properties as are necessary to the conduct of
         its operations as presently conducted, except where the failure to own
         or lease such properties would not result in a Material Adverse Effect.

                           (z)      Neither the Company nor any of its
         Subsidiaries is in violation or default of (i) any provision of its
         certificate of incorporation, bylaws or other organizational documents;
         (ii) the terms of any indenture, contract, lease, mortgage, deed of
         trust, note agreement, loan agreement or other agreement, obligation,
         condition, covenant or instrument to which it is a party or bound or to
         which its property is subject; or (iii) subject to compliance by the
         Initial Purchasers of the representations, warranties and covenants set
         forth in Section 4 hereof, any statute, law, rule, regulation,
         judgment, order or decree applicable to the Company or any of its
         Subsidiaries of any court, governmental body or agency, including
         without limitation, the Federal Aviation Administration, or arbitrator
         having jurisdiction over the Company or such Subsidiary or any of its
         properties, as applicable, except, in the case of clause (ii) or (iii)
         only, such violation or default as (A) could not reasonably be expected
         to have a material adverse effect on the performance of this Agreement,
         the Indenture, the Securities, the Registration Rights Agreement or the
         Credit Agreement Amendment, or the consummation of any of the
         transactions contemplated hereby or thereby, or (B) could not
         reasonably be expected to have a Material Adverse Effect.

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                           (aa)     PricewaterhouseCoopers, LLP, who have
         certified certain financial statements of the Company and its
         consolidated Subsidiaries and delivered their report with respect to
         the audited consolidated financial statements (including the notes
         thereto) and schedules included in the Final Memorandum, are to the
         knowledge of the Company's executive officers independent public
         accountants with respect to the Company within the meaning of the Act
         and the applicable published rules and regulations thereunder.

                           (bb)     There are no stamp or other issuance or
         transfer taxes or duties or other similar fees (other than the
         registration fee under the Act) or charges required to be paid in
         connection with the execution, delivery and performance of this
         Agreement or the Indenture by the Company or the Subsidiary Guarantors
         or the issuance or sale by the Company or the Subsidiary Guarantors of
         the Securities or the Exchange Securities.

                           (cc)     The Company has filed all foreign, federal,
         state and local tax returns that are required to be filed or has
         requested extensions thereof (except in any case in which the failure
         so to file would not have a Material Adverse Effect, and has paid all
         taxes required to be paid by it and any other assessment, fine or
         penalty levied against it, to the extent that any of the foregoing is
         due and payable, except for any such assessment, fine or penalty that
         is currently being contested in good faith or as would not have a
         Material Adverse Effect.

                           (dd)     No labor problem or dispute with the
         employees of the Company or any of its Subsidiaries exists or, to the
         knowledge of the Company, is threatened or imminent, and the Company is
         not aware of any existing or imminent labor disturbance by the
         employees of Rolls-Royce Corporation or Honeywell International Inc.,
         that, in either case, could reasonably be expected to have a Material
         Adverse Effect.

                           (ee)     Since the date of the most recent financial
         statements included in the Final Memorandum, there has been no material
         adverse change in the condition (financial or otherwise), prospects,
         earnings, business or properties of the Company and its Subsidiaries,
         taken as a whole, whether or not arising from transactions in the
         ordinary course of business.

                           (ff)     The Company and each of its Subsidiaries are
         insured by insurers of recognized financial responsibility against such
         losses and risks and in such amounts as are prudent and customary in
         the businesses in which they are engaged; the Company and its
         Subsidiaries are in compliance with the terms of such policies and
         instruments in all material respects and there are no claims by the
         Company or any of its Subsidiaries under any such policy or instrument
         as to which any insurance company has notified the Company or any of
         its Subsidiaries that it is denying or intends to deny liability or to
         defend under a reservation of rights clause, except as would not have a
         Material Adverse Effect; and neither the Company nor any such
         Subsidiary has any reason to believe that it will not be able to renew
         its existing insurance coverage as and when such coverage expires or to
         obtain similar coverage from similar insurers as may be necessary to
         continue its business at a cost that would not have a Material Adverse
         Effect.

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                           (gg)     No Subsidiary Guarantor of the Company is
         currently prohibited, directly or indirectly, from paying any dividends
         to the Company, from making any other distribution on such Subsidiary
         Guarantor's Capital Stock, from repaying to the Company any loans or
         advances to such Subsidiary Guarantor from the Company or from
         transferring any of such Subsidiary's property or assets to the Company
         or any other Subsidiary Guarantor of the Company, except under the
         Credit Agreement or as described in or contemplated by the Final
         Memorandum.

                           (hh)     The Company and its Subsidiaries possess all
         licenses, certificates, permits and other authorizations issued by the
         appropriate federal, state or foreign regulatory authorities necessary
         to conduct their respective businesses, except where the failure to
         possess such licenses, certificates, permits or other authorizations
         would not have a Material Adverse Effect, and neither the Company nor
         any such Subsidiary has received any notice of proceedings relating to
         the revocation or modification of any such certificate, authorization
         or permit which, singly or in the aggregate, if the subject of an
         unfavorable decision, ruling or finding, (i) would have a material
         adverse effect on the performance of this Agreement, the Indenture, the
         Securities, the Registration Rights Agreement or the Credit Agreement
         Amendment, or the consummation of any of the transactions contemplated
         hereby or thereby, or (ii) would have a Material Adverse Effect.

                           (ii)     The Company and its Subsidiaries on a
         consolidated basis maintain a system of internal accounting controls
         sufficient to provide reasonable assurance that (i) transactions are
         executed in accordance with management's general or specific
         authorizations; (ii) transactions are recorded as necessary to permit
         preparation of financial statements in conformity with generally
         accepted accounting principles and to maintain asset accountability;
         (iii) access to assets is permitted only in accordance with
         management's general or specific authorization; and (iv) the recorded
         accountability for assets is compared with the existing assets at
         reasonable intervals and appropriate action is taken with respect to
         any differences, in the case of each of clauses (i) through (iv) in all
         material respects.

                           (jj)     The Company and its Subsidiaries are (i) in
         compliance with any and all applicable foreign, federal, state and
         local laws and regulations relating to the protection of human health
         and safety, the environment or hazardous or toxic substances or wastes,
         pollutants or contaminants ("Environmental Laws"); (ii) have received
         and are in compliance with all permits, licenses or other approvals
         required of them under applicable Environmental Laws to conduct their
         respective businesses; and (iii) have not received notice of any actual
         or potential liability for the investigation or remediation of any
         disposal or release of hazardous or toxic substances or wastes,
         pollutants or contaminants, except (x) where such non-compliance with
         Environmental Laws, failure to receive required permits, licenses or
         other approvals, or liability would not, individually or in the
         aggregate, have a Material Adverse Effect, or (y) as set forth in or
         contemplated in the Final Memorandum; and, except as set forth in the
         Final Memorandum or as would not result in a Material Adverse Effect,
         neither the Company nor any of the Subsidiaries has been named as a
         "potentially responsible party" under the

                                       9

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         Comprehensive Environmental Response, Compensation, and Liability Act
         of 1980, as amended.

                           (kk)     Each of the Company and its Subsidiaries has
         fulfilled its obligations, if any, under the minimum funding standards
         of Section 302 of the United States Employee Retirement Income Security
         Act of 1974, as amended ("ERISA"), and the regulations and published
         interpretations thereunder with respect to each "plan" (as defined in
         Section 3(3) of ERISA and such regulations and published
         interpretations) in which employees of the Company and its Subsidiaries
         are eligible to participate and each such plan is in compliance in all
         material respects with the presently applicable provisions of ERISA and
         such regulations and published interpretations; the Company and its
         Subsidiaries have not incurred any material unpaid liability to the
         Pension Benefit Guaranty Corporation (other than for the payment of
         premiums in the ordinary course) or to any such plan under Title IV of
         ERISA.

                           (ll)     None of the Company nor any of its
         Subsidiaries (each on a consolidated basis) is, nor will any of the
         Company or any of its Subsidiaries (each on a consolidated basis) be
         after giving effect to the execution, delivery and performance of this
         Agreement, the Indenture, the Securities, the Registration Rights
         Agreement and the Credit Agreement Amendment and the consummation of
         any other of the transactions herein or therein contemplated, (A)
         unable to pay its debts (contingent or otherwise) as they mature or (B)
         otherwise insolvent.

                           (mm)     Each of the relationships and transactions
         specified in Item 404 of Regulation S-K that would have been required
         to be described in a prospectus if the offer and sale of the Securities
         had been registered under the Act have been so described in all
         material respects in the Final Memorandum.

                           (nn)     The Subsidiary Guarantors signatory hereto
         constitute all of the Company's direct or indirect domestic
         Subsidiaries. The agreements listed on Schedule II hereto are the only
         material agreements of the Company and its Subsidiaries, taken as a
         whole.

                  Any certificate signed by any officer of the Company and
delivered to the Representatives or counsel for the Initial Purchasers in
connection with the closing of the offering of the Securities shall be deemed a
representation and warranty by the Company, as to matters covered thereby, to
each Initial Purchaser.

                  2.       Purchase and Sale. Subject to the terms and
conditions and in reliance upon the representations and warranties herein set
forth, the Company agrees to sell to each Initial Purchaser, and each Initial
Purchaser agrees, severally and not jointly, to purchase from the Company, at a
purchase price of 97.0% of the principal amount thereof, plus accrued interest,
if any, from June 30, 2003 to the Closing Date, the principal amount of
Securities set forth opposite such Initial Purchaser's name in Schedule I
hereto.

                  3.       Delivery and Payment. Delivery of and payment for the
Securities shall be made at 10:00 A.M., New York City time, on June 30, 2003, or
at such time on such later date

                                       10

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(not later than July 7, 2003) as the Representatives and the Company shall
designate, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 9 hereof (such date
and time of delivery and payment for the Securities being herein called the
"Closing Date"). The Securities shall be delivered in such names, forms and
amounts as the Representatives shall specify and shall be made to the
Representatives for the respective accounts of the several Initial Purchasers
against payment by the several Initial Purchasers through the Representatives of
the purchase price thereof to or upon the order of the Company by wire transfer
payable in same-day funds to the accounts and in the names specified by the
Company. Delivery of the Securities shall be made through the facilities of The
Depository Trust Company unless the Representatives shall otherwise instruct.

                  4.       Representations, Warranties and Covenants of the
Initial Purchasers. Each Initial Purchaser, severally and not jointly,
represents and warrants to and agrees with the Company and the Subsidiary
Guarantors that:

                           (a)      It has not offered or sold, and will not
         offer or sell, any Securities except (i) to those persons it reasonably
         believes to be qualified institutional buyers (as defined in Rule 144A
         under the Act) and that, in connection with each such sale, it has
         taken or will take reasonable steps to ensure that the purchaser of
         such Securities is aware that such sale is being made in reliance on
         Rule 144A; or (ii) in accordance with the restrictions set forth in
         Exhibit A hereto.

                           (b)      Neither it nor any person acting on its
         behalf has made or will make offers or sales of the Securities in the
         United States by means of any form of general solicitation or general
         advertising (within the meaning of Regulation D) in the United States.

                           (c)      It is an "accredited investor" within the
         meaning of Rule 501(a) under the Act.

                  5.       Agreements. Each of the Company and each Subsidiary
Guarantor agrees, jointly and severally, with each Initial Purchaser that:

                           (a)      The Company will furnish to each Initial
         Purchaser and to counsel for the Initial Purchasers, without charge,
         during the period referred to in paragraph (c) below, as many copies of
         the Final Memorandum and any amendments and supplements thereto as they
         may reasonably request.

                           (b)      The Company will not amend or supplement the
         Final Memorandum without the prior written consent of the
         Representatives, which consent will not be unreasonably withheld or
         delayed.

                           (c)      If at any time prior to the completion of
         the sale of the Securities by the Initial Purchasers (as determined by
         the Representatives), any event occurs as a result of which the Final
         Memorandum, as then amended or supplemented, would include any untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, or if it
         should be necessary to amend or supplement the Final

                                       11

<PAGE>

         Memorandum to comply with applicable law, the Company promptly (i) will
         notify the Representatives of any such event; (ii) subject to the
         requirements of paragraph (b) of this Section 5, will prepare an
         amendment or supplement that will correct such statement or omission or
         effect such compliance; and (iii) will supply any supplemented or
         amended Final Memorandum to the several Initial Purchasers and counsel
         for the Initial Purchasers without charge in such quantities as they
         may reasonably request.

                           (d)      The Company will, if necessary, cooperate
         with the Representatives in connection with the qualification of the
         Securities for sale by the Initial Purchasers under the laws of such
         jurisdictions as the Initial Purchasers may designate and will maintain
         such qualifications in effect so long as required for the sale of the
         Securities; provided that in no event shall the Company or any
         Subsidiary be obligated to qualify to do business in any jurisdiction
         where it is not now so qualified or to take any action that would
         subject it to service of process in suits, other than those arising out
         of the offering or sale of the Securities, in any jurisdiction where it
         is not now so subject. The Company will promptly advise the
         Representatives of the receipt by the Company of any notification with
         respect to the suspension of the qualification of the Securities for
         sale in any jurisdiction or the initiation or threatening of any
         proceeding for such purpose.

                           (e)      None of the Company, the Subsidiary
         Guarantors, nor any of its or their Affiliates, nor any person acting
         on its or their behalf will, directly or indirectly, make offers or
         sales of any security, or solicit offers to buy any security, under
         circumstances that would require the registration of the Securities
         under the Act; provided that the Company and the Subsidiary Guarantors
         make no covenant with respect to any actions undertaken by the
         Representatives, the Initial Purchasers, their Affiliates or anyone
         acting on their behalf.

                           (f)      None of the Company, the Subsidiary
         Guarantors nor any of its or their Affiliates, nor any person acting on
         its or their behalf will engage in any form of general solicitation or
         general advertising (within the meaning of Regulation D) in connection
         with any offer or sale of the Securities in the United States; provided
         that the Company and the Subsidiary Guarantors make no covenant with
         respect to any actions undertaken by the Representatives, the Initial
         Purchasers, their Affiliates or anyone acting on their behalf.

                           (g)      So long as any of the Securities are
         "restricted securities" within the meaning of Rule 144(a)(3) under the
         Act, the Company will, during any period in which it is not subject to
         and in compliance with Section 13 or 15(d) of the Exchange Act or it is
         not exempt from such reporting requirements pursuant to and in
         compliance with Rule 12g3-2(b) under the Exchange Act, provide to each
         holder of such restricted securities and to each prospective purchaser
         (as designated by such holder) of such restricted securities, upon the
         request of such holder or prospective purchaser, any information
         required to be provided by Rule 144A(d)(4) under the Act. This covenant
         is intended to be for the benefit of the holders, and the prospective
         purchasers designated by such holders, from time to time of such
         restricted securities.

                                       12

<PAGE>

                           (h)      None of the Company, the Subsidiary
         Guarantors nor any of its or their Affiliates, nor any person acting on
         its or their behalf will engage in any directed selling efforts with
         respect to the Securities, and each of them will comply with the
         offering restrictions requirement of Regulation S; provided that the
         Company and the Subsidiary Guarantors make no covenant with respect to
         any actions undertaken by the Representatives, the Initial Purchasers,
         their Affiliates or anyone acting on their behalf. Terms used in this
         paragraph have the meanings given to them by Regulation S.

                           (i)      The Company will cooperate with the
         Representatives and use its reasonable best efforts to permit the
         Securities and the Exchange Securities to be eligible for clearance and
         settlement through The Depository Trust Company.

                           (j)      None of the Company nor the Subsidiary
         Guarantors will, for a period of 90 days following the Execution Time,
         without the prior written consent of Citigroup, offer, sell or contract
         to sell, or otherwise dispose of (or enter into any transaction that is
         designed to, or might reasonably be expected to, result in the
         disposition by the Company or any Subsidiary Guarantor), directly or
         indirectly, or announce the offering of, any debt securities issued or
         guaranteed by the Company (other than the Securities) or the Exchange
         Securities.

                           (k)      None of the Company, the Subsidiary
         Guarantors nor any of its or their Affiliates will take, directly or
         indirectly, any action designed to cause or result in, or which has
         constituted, stabilization or manipulation of the price of any security
         of the Company to facilitate the sale or resale of the Securities in
         violation of applicable securities laws; provided that the Company and
         the Subsidiary Guarantors make no covenant with respect to any actions
         undertaken by the Representatives, the Initial Purchasers, their
         Affiliates or anyone acting on their behalf.

                           (l)      The Company will apply the net proceeds from
         the sale of the Securities as set forth under the heading "Use of
         Proceeds" in the Final Memorandum.

                           (m)      The Company agrees to pay the costs and
         expenses relating to the following matters: (i) the preparation of the
         Indenture and the Registration Rights Agreement, the issuance of the
         Securities and the Exchange Securities and the fees of the Trustee;
         (ii) the preparation, printing or reproduction of the Preliminary
         Memorandum and Final Memorandum and each amendment or supplement to
         either of them; (iii) the printing (or reproduction) and delivery
         (including postage, air freight charges and charges for counting and
         packaging) of such copies of the Preliminary Memorandum and Final
         Memorandum, and all amendments or supplements to either of them, as
         may, in each case, be reasonably requested for use in connection with
         the offering and sale of the Securities; (iv) the preparation,
         printing, authentication, issuance and delivery of certificates for the
         Securities, including any stamp or transfer taxes in connection with
         the original issuance and sale of the Securities; (v) any blue sky
         memorandum and all other agreements or documents printed (or
         reproduced) and delivered in connection with the offering of the
         Securities and the Exchange Securities; (vi) any registration or
         qualification of the Securities for offer and sale under the securities
         or blue sky laws of the several states (including filing fees and the
         reasonable fees and expenses of counsel

                                       13

<PAGE>

         for the Initial Purchasers relating to such registration and
         qualification); (vii) admitting the Notes and Exchange Notes for
         trading in the PORTAL Market; (viii) the transportation and other
         expenses incurred by or on behalf of Company representatives in
         connection with presentations to prospective purchasers of the
         Securities; (ix) the fees and expenses of the Company's accountants and
         the fees and expenses of counsel (including local and special counsel)
         for the Company; and (x) all other costs and expenses incident to the
         performance by the Company of its obligations hereunder; provided, that
         the Company shall not be required to pay the expenses of the Initial
         Purchasers except as provided in Section 7.

                  6.       Conditions to the Obligations of the Initial
Purchasers. The obligations of the Initial Purchasers to purchase the Securities
shall be subject to the accuracy of the representations and warranties on the
part of the Company and the Subsidiary Guarantors contained herein at the
Execution Time and the Closing Date pursuant to Section 3 hereof, to the
accuracy of the statements of the Company made in any certificates delivered
pursuant to the provisions hereof, to the performance by the Company and the
Subsidiary Guarantors of its and their obligations hereunder and to the
following additional conditions:

                           (a)      The Company shall have requested and caused
         Haynes and Boone LLP, counsel for the Company and the Subsidiary
         Guarantors (except with respect to opinion (a)(ix) below, which shall
         be provided by Jeff Murphy, Esq., counsel to the Company), to furnish
         to the Representatives its opinion, dated the Closing Date and
         addressed to the Representatives, to the effect that:

                                    (i)      each of the Company and each of
                  Aviall Services, Inc., Aviall Product Repair Services, Inc.
                  and Inventory Locator Service, LLC (each a "Material
                  Guarantor") is a corporation or limited liability company
                  validly existing and in good standing under the laws of the
                  jurisdiction in which it is incorporated or organized, with
                  the requisite corporate or limited liability company power and
                  authority to own or lease, as the case may be, and to operate
                  its properties and conduct its business as described in the
                  Final Memorandum. Each of the Company, Aviall Services, Inc,
                  and Inventory Locator Service, LLC is duly qualified to do
                  business as a foreign corporation or limited liability company
                  and is in good standing under the laws of the State of Texas;

                                    (ii)     all outstanding shares of Capital
                  Stock of the Material Guarantors are owned by the Company
                  either directly or through wholly owned Subsidiaries free and
                  clear of any perfected security interest, other than under the
                  Credit Agreement;

                                    (iii)    the statements in the Final
                  Memorandum under the headings "Description of Notes,"
                  "Exchange Offer; Registration Rights," "Certain U.S. Federal
                  Income Tax Consequences," "Notice to Investors" and
                  "Description of Certain Indebtedness" insofar as such
                  statements constitute a summary of the legal matters of
                  documents referred to therein, fairly present in all material
                  respects such legal matters and documents;

                                       14

<PAGE>

                                    (iv)     this Agreement has been duly
                  authorized, executed and delivered by the Company and the
                  Material Guarantors;

                                    (v)      the Indenture has been duly
                  authorized, executed and delivered by the Company and the
                  Subsidiary Guarantors, and assuming due authorization,
                  execution and delivery by the Trustee, constitutes a legal,
                  valid and binding agreement enforceable against the Company
                  and each of the Subsidiary Guarantors in accordance with its
                  terms;

                                    (vi)     the issuance of the Securities has
                  been duly and validly authorized by the Company and the
                  Material Guarantors and, when the Company and the Material
                  Guarantors have duly executed each global certificate
                  representing the Securities and such certificates representing
                  the Securities have been authenticated in accordance with the
                  provisions of the Indenture and delivered to and paid for by
                  the Initial Purchasers under this Agreement, such Securities
                  will constitute legal, valid, binding and enforceable
                  obligations of the Company and the Material Guarantors
                  entitled to the benefits of the Indenture;

                                    (vii)    the issuance of the Exchange
                  Securities has been duly and validly authorized by the Company
                  and the Material Guarantors and, when the Company and the
                  Material Guarantors have duly executed each global certificate
                  representing the Exchange Securities and such certificates
                  representing the Exchange Securities have been duly
                  authenticated and executed by the Trustee, in accordance with
                  the provisions of the Indenture and delivered to the holders
                  of Notes in exchange therefor as contemplated by the
                  Registration Rights Agreement and the Indenture, such Exchange
                  Securities will constitute legal, valid, binding and
                  enforceable obligations of the Company and the Material
                  Guarantors entitled to the benefits of the Indenture;

                                    (viii)   the Registration Rights Agreement
                  has been duly authorized, executed and delivered by the
                  Company and the Material Guarantors, and assuming due
                  authorization, executions and delivery by the Representatives,
                  constitutes a legal, valid, binding and enforceable agreement
                  of the Company and the Material Guarantors, except that rights
                  to indemnity and contribution thereunder may be so limited by
                  applicable law;

                                    (ix)     to the knowledge of such counsel,
                  there is no pending or threatened action, suit or proceeding
                  by or before any court or governmental agency, authority or
                  body or any arbitrator involving the Company or any of the
                  Subsidiary Guarantors or its or their officers, directors or
                  property of a character required to be disclosed in a
                  registration statement on Form S-1 that is not that is not
                  adequately disclosed in the Final Memorandum, except in each
                  case for such proceedings that, if the subject of an
                  unfavorable decision, ruling or finding would not singly or in
                  the aggregate, result in a Material Adverse Effect;

                                    (x)      each of the Company and the
                  Material Guarantors has the requisite corporate or limited
                  liability company power and authority, and has

                                       15

<PAGE>

                  taken the requisite corporate or limited liability company
                  action, as is necessary to enter into and perform their
                  respective obligations under this Agreement, the Indenture,
                  the Securities, the Exchange Securities and the Registration
                  Rights Agreement;

                                    (xi)     no consent, approval, authorization
                  or order of or registration or qualification with any Federal
                  governmental agency or body is currently required for the
                  performance by the Company and the Material Guarantors of
                  their respective obligations under this Agreement, the
                  Indenture, the Securities, the Exchange Securities and the
                  Registration Rights Agreement, except such consents,
                  approvals, authorizations, registrations or qualifications as
                  may be required under state securities or Blue Sky laws or,
                  with respect to the Registration Rights Agreement and the
                  Exchange Securities, under federal or state securities laws or
                  the Trust Indenture Act;

                                    (xii)    neither the execution and delivery
                  of the Indenture, this Agreement, the Registration Rights
                  Agreement or the Credit Agreement Amendment, the issue and
                  sale of the Securities, nor the consummation of any other of
                  the transactions herein or therein contemplated, nor the
                  compliance with the terms hereof or thereof will conflict
                  with, result in a breach or violation of (i) the certificate
                  of incorporation, by-laws or other organizational documents of
                  the Company or any Material Guarantor; (ii) the terms of any
                  agreement listed on Schedule II to this Agreement ; or (iii)
                  any statute, law, rule, regulation, judgment, order or decree
                  applicable to the Company or any Material Guarantor of any
                  court, governmental body, agency or arbitrator having
                  jurisdiction over the Company, any Material Guarantors or any
                  of its or their properties, provided, that for purposes of
                  clause (iii) only, such opinion is limited to the Federal laws
                  of the United States, the laws of States of New York and Texas
                  and the General Corporation Law and Limited Liability Company
                  Act of the State of Delaware;

                                    (xiii)   assuming the accuracy of the
                  representations and warranties, and compliance with the
                  agreements and covenants, contained herein and in the
                  Indenture, and the accuracy of the statements in the Final
                  Memorandum under the caption "Plan of Distribution," it is not
                  necessary, in connection with the offer, sale and delivery of
                  the Securities to and by the Initial Purchasers under this
                  Agreement, to register the Securities under the Securities
                  Act, or to qualify an indenture under the Trust Indenture Act;
                  and

                                    (xiv)    the Company is not and, after
                  giving effect to the offering and sale of the Securities and
                  the application of the proceeds thereof as described in the
                  Final Memorandum, will not be an "investment company" as
                  defined in the Investment Company Act.

                  Such opinion also shall contain language to the effect that
although such counsel have not undertaken, except with respect to the matters
set forth in, but only to the extent provided, in paragraph (iii) above, to
determine independently, and do not assume any responsibility for, the accuracy
or completeness of the statements in the Final Memorandum,

                                       16

<PAGE>

they have participated in the preparation of the Final Memorandum, including
review and discussion of the contents thereof, and nothing has come to their
attention that has caused them to believe that the Final Memorandum as of its
date or as of the Closing Date, in each case including documents incorporated by
reference therein, contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the
statements therein, not misleading, in the light of the circumstances under
which they were made. Notwithstanding the foregoing, such counsel need not
express any belief with respect to (i) the financial statements and the notes
and schedules thereto, (ii) any financial, statistical or industry data
contained in or incorporated by reference in the Final Memorandum or (iii) the
information provided by the Representatives or the Initial Purchasers for
inclusion in the Final Memorandum, as set forth in Section 8(b).

                  In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction other than the
jurisdiction of incorporation of the Company and the Subsidiary Guarantors, the
State of New York or the Federal laws of the United States, to the extent they
deem proper and specified in such opinion, upon the opinion of other counsel of
good standing whom they believe to be reliable, who are satisfactory to counsel
for the Initial Purchasers and upon whom the Initial Purchasers can rely; and
(B) as to matters of fact, to the extent they deem proper, on certificates of
responsible officers of the Company and public officials. References to the
Final Memorandum in this Section 6(a) include any amendment or supplement
thereto at the Closing Date.

                           (b)      The Representatives shall have received from
         Weil, Gotshal & Manges LLP, counsel for the Initial Purchasers, such
         opinion or opinions, dated the Closing Date and addressed to the
         Representatives, with respect to the issuance and sale of the
         Securities, the Indenture, the Registration Rights Agreement, the Final
         Memorandum (as amended or supplemented at the Closing Date) and other
         related matters as the Representatives may reasonably require, and the
         Company shall have furnished to such counsel such documents as they
         request for the purpose of enabling them to pass upon such matters.

                           (c)      The Company and each Subsidiary Guarantor
         shall have furnished to the Representatives a certificate of the
         Company and each Subsidiary Guarantor, signed by the principal
         financial or accounting officer and a senior vice president of the
         Company and each Subsidiary Guarantor, dated the Closing Date, to the
         effect that the signers of such certificate have reviewed the Final
         Memorandum, any amendment or supplement to the Final Memorandum and
         this Agreement and that to the knowledge of such signers after
         reasonable investigation, the representations and warranties of the
         Company and the Subsidiary Guarantors in this Agreement are true and
         correct on and as of the Closing Date with the same effect as if made
         on the Closing Date, and the Company and the Subsidiary Guarantors have
         complied with all the agreements and satisfied all the conditions on
         its or their part to be performed or satisfied hereunder at or prior to
         the Closing Date.

                           (d)      At the Execution Time and at the Closing
         Date, the Company shall have requested and caused
         PricewaterhouseCoopers, LLP to furnish to the Representatives letters,
         dated respectively as of the Execution Time and as of the Closing

                                       17

<PAGE>

         Date, in form and substance satisfactory to the Representatives,
         confirming that they are independent accountants within the meaning of
         the Act and the Exchange Act and the respective applicable rules and
         regulations adopted by the Commission thereunder, that they have
         performed a review of the unaudited interim financial information of
         the Company for the three-month period ended March 31, 2003 and as at
         March 31, 2003 in accordance with the Statement on Auditing Standards
         No. 100, and stating in effect that:

                                    (i)      in their opinion the audited
                  financial statements and financial statement schedules
                  included in the Final Memorandum and reported on by them
                  comply as to form in all material respects with the applicable
                  accounting requirements of the Exchange Act and the related
                  rules and regulations adopted by the Commission thereunder;

                                    (ii)     on the basis of a reading of the
                  latest unaudited financial statements made available by the
                  Company and its Subsidiaries; their limited review in
                  accordance with the standards established under Statement on
                  Auditing Standards No. 100, of the unaudited interim financial
                  information for the three-month period ended March 31, 2003,
                  and as at March 31, 2003, as indicated in their report
                  included in the Final Memorandum; carrying out certain
                  specified procedures (but not an examination in accordance
                  with generally accepted auditing standards) that would not
                  necessarily reveal matters of significance with respect to the
                  comments set forth in such letter; a reading of the minutes of
                  the meetings of the stockholders, directors and audit
                  committees of the Company and the Subsidiaries; and inquiries
                  of certain members of management of the Company who have
                  responsibility for financial and accounting matters of the
                  Company and its Subsidiaries as to transactions and events
                  subsequent to March 31, 2003, nothing came to their attention
                  that caused them to believe that:

                                             (1)      any unaudited interim
                           financial statements included in the Final Memorandum
                           do not comply in form in all material respects with
                           applicable accounting requirements and with the
                           related rules and regulations of the Commission with
                           respect to financial statements included in quarterly
                           reports on Form 10-Q under the Exchange Act; and said
                           unaudited financial statements are not in conformity
                           with generally accepted accounting principles applied
                           on a basis consistent with that of the audited
                           financial statements included in the Final
                           Memorandum; or

                                             (2)      with respect to the period
                           subsequent to March 31, 2003, there were any changes,
                           at a specified date not more than five days prior to
                           the date of the letter, in the long-term debt of the
                           Company and its Subsidiaries or Capital Stock of the
                           Company or decreases in the shareholders' equity of
                           the Company as compared with the amounts shown on the
                           March 31, 2003 consolidated balance sheet included in
                           the Final Memorandum, or for the period from April 1,
                           2003 to such specified date there were any decreases,
                           as compared with the corresponding period in the
                           preceding year in net earnings from continuing
                           operations before income taxes or in total or per
                           share amounts of net earnings of the

                                       18

<PAGE>

                           Company and its Subsidiaries, except in all instances
                           for changes or decreases set forth in such letter, in
                           which case the letter shall be accompanied by an
                           explanation by the Company as to the significance
                           thereof unless said explanation is not deemed
                           necessary by the Representatives; or

                                             (3)      the information included
                           under the heading "Selected Consolidated Financial
                           Data" is not in conformity with the disclosure
                           requirements of Regulation S-K; and

                                    (iii)    they have performed certain other
                  specified procedures as a result of which they determined that
                  certain information of an accounting, financial or statistical
                  nature (which is limited to accounting, financial or
                  statistical information derived from the general accounting
                  records of the Company and its Subsidiaries) set forth in the
                  Final Memorandum, including the information set forth under
                  the captions "Selected Consolidated Financial Data" and
                  "Summary Historical Consolidated Financial Data" in the Final
                  Memorandum, agrees with the accounting records of the Company
                  and its Subsidiaries, excluding any questions of legal
                  interpretation.

                  References to the Final Memorandum in this Section 6(e)
         include any amendment or supplement thereto at the date of the
         applicable letter.

                  (e)      Subsequent to the Execution Time or, if earlier the
         dates as of which information is given in the Final Memorandum
         (provided that such date shall be no earlier than March 31, 2003),
         there shall not have occurred (except as contemplated in the Final
         Memorandum) (i) any change or decrease specified in the letter or
         letters referred to in paragraph (d) of this Section 6; or (ii) any
         change, or any development involving a prospective change in the
         condition (financial or otherwise) prospects, business, properties or
         results of operations of the Company and its Subsidiaries, taken as a
         whole, whether or not arising from transactions in the ordinary course
         of business, the effect of which, in any case referred to in clause (i)
         or (ii) above, is, in the judgment of the Representatives, so material
         and adverse as to make it impractical or inadvisable to proceed with
         the completion of the offer and sale of the Securities as contemplated
         by the Final Memorandum.

                  (f)      The Notes shall have been designated as
         PORTAL-eligible securities in accordance with the rules and regulations
         of the NASD, and the Notes shall be eligible for clearance and
         settlement through The Depository Trust Company.

                  (g)      Subsequent to the Execution Time, there shall not
         have been any decrease in the rating of any of the Company's debt
         securities (including the Notes) by any "nationally recognized
         statistical rating organization" (as defined for purposes of Rule
         436(g) under the Act) or any notice given to the Company or publicly of
         any surveillance or review for an intended or potential decrease in any
         such rating or of a possible change in any such rating that does not
         indicate the direction of the possible change.

                                       19

<PAGE>

                  (h)      The Company and the Subsidiary Guarantors shall have
         entered into the Credit Agreement Amendment, and there shall not exist
         at and as of the Closing Date any conditions that would constitute a
         default (or an event that with notice or the lapse of time, or both,
         would constitute a default) under the Credit Agreement.

                  (i)      Prior to the Closing Date, the Company shall have
         furnished to the Representatives such further material information,
         certificates and documents as the Representatives may reasonably
         request.

If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Initial Purchasers,
this Agreement and all obligations of the Initial Purchasers hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Representatives.
Notice of such cancellation shall be given to the Company in writing or by
telephone or facsimile confirmed in writing.

                  The documents required to be delivered by this Section 6 shall
be delivered at the office of counsel for the Initial Purchasers, at 767 Fifth
Avenue, New York, New York 10153, on the Closing Date.

                  The Representatives may in their sole discretion waive on
behalf of the Initial Purchasers compliance with any of the conditions to the
obligations of the Initial Purchasers under this Agreement.

                  7.       Reimbursement of Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Initial Purchasers set forth in Section 6 hereof (other than
Section 6(b)) is not satisfied, because of any termination pursuant to Section
10 hereof or because of any refusal, inability or failure on the part of the
Company or any Subsidiary Guarantor to perform any agreement herein or comply
with any provision hereof other than by reason of a breach or default by any of
the Initial Purchasers, the Company will reimburse the Initial Purchasers
severally through Citigroup on demand for all reasonable out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Securities.

                  8.       Indemnification and Contribution.

                           (a)      The Company and each of the Subsidiary
         Guarantors, jointly and severally, agrees to indemnify and hold
         harmless each Initial Purchaser, the directors, officers, employees and
         agents of each Initial Purchaser and each person who controls any
         Initial Purchaser within the meaning of Section 15 of the Exchange Act
         against any losses, claims, damages or liabilities, joint or several,
         to which they or any of them may become subject under the Act, the
         Exchange Act or other Federal or state statutory law or regulation, at
         common law or otherwise, insofar as such losses, claims, damages or
         liabilities (or actions in respect thereof) arise out of or are based
         upon any untrue statement or alleged untrue statement of a material
         fact contained in the Preliminary

                                       20

<PAGE>

         Memorandum or the Final Memorandum (or in any supplement or amendment
         thereto), or arise out of or are based upon the omission or alleged
         omission to state therein a material fact required to be stated therein
         or necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, and agrees to
         reimburse each such indemnified party, as incurred, for any legal or
         other expenses reasonably incurred by them in connection with
         investigating or defending any such loss, claim, damage, liability or
         action; provided, however, that the Company and the Subsidiary
         Guarantors will not be liable in any such case to the extent that any
         such loss, claim, damage or liability arises out of or is based upon
         any such untrue statement or alleged untrue statement or omission or
         alleged omission made in the Preliminary Memorandum or the Final
         Memorandum, or in any amendment thereof or supplement thereto, in
         reliance upon and in conformity with written information furnished to
         the Company by or on behalf of any Initial Purchasers through the
         Representatives specifically for inclusion therein. This indemnity
         agreement will be in addition to any liability that the Company and the
         Subsidiary Guarantors may otherwise have.

                           (b)      Each Initial Purchaser severally and not
         jointly agrees to indemnify and hold harmless the Company, the
         Subsidiary Guarantors, each of its or their directors, each of its or
         their officers, and each person who controls the Company or any
         Subsidiary Guarantor within the meaning of either the Act or the
         Exchange Act, to the same extent as the foregoing indemnity from the
         Company and the Subsidiary Guarantors to each Initial Purchaser, but
         only with reference to written information relating to such Initial
         Purchaser furnished to the Company and the Subsidiary Guarantors by or
         on behalf of such Initial Purchaser through the Representatives
         specifically for inclusion in the Preliminary Memorandum or the Final
         Memorandum (or in any amendment or supplement thereto) and agrees to
         reimburse each such indemnified party, as incurred, for any legal or
         other expenses reasonably incurred by them in connection with
         investigating or defending any such loss, claim, damage, liability or
         action. This indemnity agreement will be in addition to any liability
         that any Initial Purchaser may otherwise have. The parties hereto
         acknowledge that the statements set forth in the last paragraph of the
         cover page regarding the delivery of the Securities, and, under the
         heading "Plan of Distribution," (i) the sentences related to
         concessions and reallowances; (ii) the list of Initial Purchasers; and
         (iii) the paragraph related to over-allotment, covering and
         stabilization transactions in the Preliminary Memorandum and the Final
         Memorandum, constitute the only information furnished in writing by or
         on behalf of the Initial Purchasers for inclusion in the Preliminary
         Memorandum or the Final Memorandum (or in any amendment or supplement
         thereto).

                           (c)      Promptly after receipt by an indemnified
         party under this Section 8 of notice of the commencement of any action,
         such indemnified party will, if a claim in respect thereof is to be
         made against the indemnifying party under this Section 8, notify the
         indemnifying party in writing of the commencement thereof; but the
         failure so to notify the indemnifying party (i) will not relieve it
         from liability under paragraph (a) or (b) above unless and to the
         extent it did not otherwise learn of such action and such failure
         results in the forfeiture by the indemnifying party of substantial
         rights and defenses; and (ii) will not, in any event, relieve the
         indemnifying party from any obligations to any indemnified party other
         than the indemnification obligation provided

                                       21

<PAGE>

         in paragraph (a) or (b) above. The indemnifying party shall be entitled
         to appoint counsel of the indemnifying party's choice at the
         indemnifying party's expense to represent the indemnified party in any
         action for which indemnification is sought (in which case the
         indemnifying party shall not thereafter be responsible for the fees and
         expenses of any separate counsel retained by the indemnified party or
         parties except as set forth below); provided, however, that such
         counsel shall be reasonably satisfactory to the indemnified party.
         Notwithstanding the indemnifying party's election to appoint counsel to
         represent the indemnified party in an action, the indemnified party
         shall have the right to employ separate counsel (including local
         counsel), and the indemnifying party shall bear the reasonable fees,
         costs and expenses of such separate counsel if (i) the use of counsel
         chosen by the indemnifying party to represent the indemnified party
         would present such counsel with a conflict of interest; (ii) the actual
         or potential defendants in, or targets of, any such action include both
         the indemnified party and the indemnifying party and the indemnified
         party shall have reasonably concluded that there may be legal defenses
         available to it and/or other indemnified parties that are different
         from or additional to those available to the indemnifying party; (iii)
         the indemnifying party shall not have employed counsel satisfactory to
         the indemnified party to represent the indemnified party within a
         reasonable time after notice of the institution of such action; or (iv)
         the indemnifying party shall authorize the indemnified party to employ
         separate counsel at the expense of the indemnifying party. An
         indemnifying party will not, without the prior written consent of the
         indemnified parties (which consent shall not be unreasonably withheld),
         settle or compromise or consent to the entry of any judgment with
         respect to any pending or threatened claim, action, suit or proceeding
         in respect of which indemnification or contribution may be sought
         hereunder (whether or not the indemnified parties are actual or
         potential parties to such claim or action) unless such settlement,
         compromise or consent includes an unconditional release of each
         indemnified party from all liability arising out of such claim, action,
         suit or proceeding.

                           (d)      In the event that the indemnity provided in
         paragraph (a) or (b) of this Section 8 is unavailable to or
         insufficient to hold harmless an indemnified party for any reason, the
         Company, the Subsidiary Guarantors and the Initial Purchasers agree to
         contribute to the aggregate losses, claims, damages and liabilities
         (including legal or other expenses reasonably incurred in connection
         with investigating or defending same) (collectively "Losses") to which
         the Company or any Subsidiary Guarantor and one or more of the Initial
         Purchasers may be subject in such proportion as is appropriate to
         reflect the relative benefits received by the Company and the
         Subsidiary Guarantors on the one hand and by the Initial Purchasers on
         the other from the offering of the Securities; provided, however, that
         in no case shall any Initial Purchaser (except as may be provided in
         any agreement among the Initial Purchasers relating to the offering of
         the Securities) be responsible for any amount in excess of the purchase
         discount or commission applicable to the Securities purchased by such
         Initial Purchaser hereunder. If the allocation provided by the
         immediately preceding sentence is unavailable for any reason, the
         Company, the Subsidiary Guarantors and the Initial Purchasers shall
         contribute in such proportion as is appropriate to reflect not only
         such relative benefits but also the relative fault of the Company and
         the Subsidiary Guarantors on the one hand and of the Initial Purchasers
         on the other in connection with the statements or omissions that
         resulted in such Losses, as well as any other relevant equitable
         considerations. Benefits

                                       22

<PAGE>

         received by the Company and the Subsidiary Guarantors shall be deemed
         to be equal to the total net proceeds from the offering (before
         deducting expenses) received by the Company and the Subsidiary
         Guarantors, and benefits received by the Initial Purchasers shall be
         deemed to be equal to the total purchase discounts and commissions in
         each case set forth under "Plan of Distribution" in the Final
         Memorandum. Relative fault shall be determined by reference to, among
         other things, whether any untrue or any alleged untrue statement of a
         material fact or the omission or alleged omission to state a material
         fact relates to information provided by the Company or any Subsidiary
         Guarantor on the one hand or the Initial Purchasers on the other, the
         intent of the parties and their relative knowledge, access to
         information and opportunity to correct or prevent such untrue statement
         or omission. The Company and the Initial Purchasers agree that it would
         not be just and equitable if contribution were determined by pro rata
         allocation or any other method of allocation that does not take account
         of the equitable considerations referred to above. Notwithstanding the
         provisions of this paragraph (d), no person guilty of fraudulent
         misrepresentation (within the meaning of Section 11(f) of the Act)
         shall be entitled to contribution from any person who was not guilty of
         such fraudulent misrepresentation. For purposes of this Section 8, each
         person who controls an Initial Purchaser within the meaning of either
         the Act or the Exchange Act and each director, officer, employee and
         agent of an Initial Purchaser shall have the same rights to
         contribution as such Initial Purchaser, and each person who controls
         the Company or any Subsidiary Guarantor within the meaning of either
         the Act or the Exchange Act and each officer and director of the
         Company and any Subsidiary Guarantor shall have the same rights to
         contribution as the Company and the Subsidiary Guarantors, subject in
         each case to the applicable terms and conditions of this paragraph (d).

                  9.       Default by an Initial Purchaser. If any one or more
Initial Purchasers shall fail to purchase and pay for any of the Securities
agreed to be purchased by such Initial Purchaser hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Initial Purchasers shall be
obligated severally to take up and pay for (in the respective proportions which
the amount of Securities set forth opposite their names in Schedule I hereto
bears to the aggregate amount of Securities set forth opposite the names of all
the remaining Initial Purchasers) the Securities that the defaulting Initial
Purchaser or Initial Purchasers agreed but failed to purchase; provided,
however, that in the event that the aggregate amount of Securities that the
defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase
shall exceed 10% of the aggregate amount of Securities set forth in Schedule I
hereto, the remaining Initial Purchasers shall have the right to purchase all,
but shall not be under any obligation to purchase any, of the Securities, and if
such nondefaulting Initial Purchasers do not purchase all the Securities, this
Agreement will terminate without liability to any nondefaulting Initial
Purchaser or the Company or the Subsidiary Guarantors. In the event of a default
by any Initial Purchaser as set forth in this Section 9, the Closing Date shall
be postponed for such period, not exceeding five Business Days, as the
Representatives and the Company shall determine in order that the required
changes in the Final Memorandum or in any other documents or arrangements may be
effected. Nothing contained in this Agreement shall relieve any defaulting
Initial Purchaser of its liability, if any, to the Company, the Subsidiary
Guarantors or any nondefaulting Initial Purchaser for damages occasioned by its
default hereunder.

                                       23

<PAGE>

                  10.      Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice given
to the Company prior to delivery of and payment for the Securities, if at any
time prior to such time (i) trading in the Company's Common Stock shall have
been suspended by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have been suspended or
limited or minimum prices shall have been established on such Exchange; (ii) a
banking moratorium shall have been declared either by Federal or New York State
authorities; or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war or
other calamity or crisis the effect of which on the financial markets is such as
to make it, in the judgment of the Representatives, impracticable or inadvisable
to proceed with the offering or delivery of the Securities as contemplated by
the Final Memorandum.

                  11.      Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Company, the Subsidiary Guarantors or its or their officers
and of the Initial Purchasers set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any investigation made by or
on behalf of the Initial Purchasers or the Company, the Subsidiary Guarantors or
any of the officers, employees, agents, directors or controlling persons
referred to in Section 8 hereof, and will survive delivery of and payment for
the Securities. The provisions of Sections 7, 8 and 9 hereof shall survive the
termination or cancellation of this Agreement.

                  12.      Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the Representatives, will
be mailed, delivered or telefaxed to the Citigroup Global Markets Inc. General
Counsel (fax no.: (212) 816-7912) and confirmed to the General Counsel,
Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York 10013
Attention: General Counsel; or, if sent to the Company, will be mailed,
delivered or telefaxed to (214) 586-1000 and confirmed to it at 2750 Regent
Boulevard, DFW Airport, Texas 75261, attention of Jeff Murphy, Esq.

                  13.      Successors. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective successors and
the officers, employees, agents, directors and controlling persons referred to
in Section 8 hereof, and, except as expressly set forth in Section 5(g) hereof,
no other person will have any right or obligation hereunder.

                  14.      Applicable Law. This Agreement will be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

                  15.      Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall constitute an original and all of
which together shall constitute one and the same instrument.

                  16.      Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                                       24

<PAGE>

                  17.      Definitions. The terms that follow, when used in this
Agreement, shall have the meanings indicated.

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" shall have the meaning specified in Rule 501(b) of
Regulation D.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in The City of New York.

                  "Capital Stock" means, with respect to any Person, any shares
or other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or
other interests in the nature of an equity interest in such Person, including
preferred stock, but excluding any debt security convertible or exchangeable
into such equity interest.

                  "Citigroup" shall mean Citigroup Global Markets Inc.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Execution Time" shall mean, the date and time that this
Agreement is executed and delivered by the parties hereto.

                  "Investment Company Act" shall mean the Investment Company Act
of 1940, as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "NASD" shall mean the National Association of Securities
Dealers, Inc.

                  "Person" shall mean any individual, corporation, company
(including any limited liability company), association, partnership, joint
venture, trust, unincorporated organization, government or any agency or
political subdivision thereof or any other entity.

                  "Regulation D" shall mean Regulation D under the Act.

                  "Regulation S" shall mean Regulation S under the Act.

                  "Subsidiary" shall mean in respect of any Person, any
corporation, company (including any limited liability company), association,
partnership, joint venture, trust, unincorporated organization or other business
entity of which a majority of the total voting power of all classes of Capital
Stock of then outstanding and normally entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof, is at the time owned or controlled, directly or indirectly,
by:

                                       25

<PAGE>

                  (a)      such Person,

                  (b)      such Person and one or more Subsidiaries of such
         Person, or

                  (c)      one or more Subsidiaries of such Person.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission promulgated
thereunder.

                                       26

<PAGE>

                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
between the Company and the several Initial Purchasers.

                                            Very truly yours,

                                            AVIALL, INC.

                                            By:    /s/ Colin M. Cohen
                                                ---------------------------
                                            Name:  Colin M. Cohen
                                            Title: Vice President and Chief
                                                   Financial Officer

                                            SUBSIDIARY GUARANTORS:

                                            AVIALL SERVICES, INC.
                                            AVIALL PRODUCT REPAIR SERVICES, INC.
                                            AVIALL JAPAN LIMITED
                                            INVENTORY LOCATOR SERVICE, LLC
                                            INVENTORY LOCATOR SERVICE-UK, INC.

                                            By:    /s/ Jeffrey J. Murphy
                                               ----------------------------
                                            Name:  Jeffrey J. Murphy
                                            Title: Senior Vice President and
                                                   Secretary

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

CITIGROUP GLOBAL MARKETS INC.
CREDIT SUISSE FIRST BOSTON LLC
WACHOVIA SECURITIES, LLC

By: CITIGROUP GLOBAL MARKETS INC.

By: /s/ Jeff Singer
   ------------------------------
   Name: Jeff Singer
   Title: Director

For themselves and the other several Initial
Purchasers named in Schedule I to
the foregoing Agreement.

                                       27