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                           EXECUTIVE EMPLOYMENT AGREEMENT
                                          
          AGREEMENT, dated as of January 15, 1998, by and between Tristar 
Aerospace Co., a Delaware corporation (the "Company"), and Doug Childress 
(the "Executive").

          WHEREAS, the Company desires to retain the Executive as its 
Executive Vice President of Finance and Chief Financial Officer, and the 
Executive desires to provide his services to the Company in such capacity, on 
the terms and conditions set forth herein;

          NOW THEREFORE, in consideration of the premises and the respective 
covenants and agreements of the parties set forth below, the parties agree as 
follows:

          1.   EMPLOYMENT. Subject to all of the terms and conditions set 
forth in this Agreement, the Company hereby employs the Executive, effective 
as of January 15, 1998 as its Executive Vice President of Finance and Chief 
Financial Officer, and the Executive hereby accepts such employment. The term 
of employment contemplated hereby shall commence on January 15, 1998 (the 
"Commencement Date") and shall end on the second anniversary of the 
Commencement Date, unless sooner terminated as hereinafter provided (the 
"Term").

          2.   DUTIES. During the Term, the Executive shall perform all 
duties and functions reasonably appurtenant to his position as Executive 
Vice President of Finance and Chief Financial Officer, which shall include 
responsibilities relating to finance, budgeting, financial planning, 
accounting, tax, controls and treasury.

          3.   (a) SALARY. During the Term, the Executive shall receive an 
annual salary of $150,000, payable in accordance with the customary payroll 
practices of the Company and shall be eligible for such raises and bonuses as 
the Compensation Committee of the Board of Directors of the Company may 
provide.

               (b) BENEFITS. The Executive shall receive such medical and 
other benefits as are regularly offered to other senior executives of the 
Company.

          4.   EXPENSES. During the Term, the executive shall be entitled to 
receive reimbursement for all reasonable travel and business expenses incurred 
by him (in accordance with the policies and procedures of the Company) in 
performing services hereunder, provided that the Executive promptly and 
properly accounts therefore in accordance with the Company's expense policy.

          5.   TERMINATION.

          (a)(i) TERMINATION WITHOUT CAUSE. If, prior to the expiration of 
the Term, the Company terminates the employment of the Executive other than 
for Cause (as defined herein), the Executive shall receive an amount equal to 
two times his base compensation for the twelve-month period immediately 
preceding such termination of employment, payable by the Company in equal 
installments, without interruption, concurrently with the payment of the 
Company's


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normally scheduled payroll for active employees, until the expiration of a
period of two years from the date of Termination.

          (a)(ii) The Executive shall be entitled to such medical and other 
benefits on substantially the same terms as are regularly offered to senior 
executives of the Company until the expiration of a period of one year from 
the Date of Termination.

          Notwithstanding the foregoing, if the Executive commences new 
full-time employment during the two-year period beginning on the Date of 
Termination, the benefits described in Section 7(a)(i) and Section 7(a)(ii) 
shall cease immediately upon the commencement of such employment.

          (b)  OTHER TERMINATION. In the event that the employment of the 
Executive is terminated (i) due to the death or disability (as defined 
herein) of the Executive, (ii) by the Company for "Cause", or (iii) for any 
other reason not included in Section 5(a), the Executive shall have no right 
to receive any compensation hereunder after the Date of Termination (as 
defined herein).

          (c)  DEFINITIONS. For purposes of this agreement, (i) "Disability" 
shall mean the inability (as determined by the Board of Directors of the 
Company after consultation with the Executive's regular attending physician) 
of the Executive, as a result of incapacity due to physical or mental illness 
or disability, to perform his duties with the Company for six consecutive 
months or shorter periods aggregating six months during any twelve month 
period; and (ii) "Cause" shall mean the occurrence of one or more of the 
following events: (A) any intentional or willful failure by the Executive to 
substantially perform his or her employment duties which shall not have been 
corrected within thirty days following written notice of the duties which 
such Executive has failed to substantially perform, (B) any engaging by such 
Executive in misconduct which is significantly injurious to the Company or 
any of its subsidiaries or affiliates, (C) any breach by the Executive of any 
material covenant contained in the Management Stockholders' and 
Optionholders' Agreement or the subscription agreement entered into by the 
executive with the Company, or (D) such Executive's conviction or entry of a 
plea of NOLO CONTENDERE in respect of any felony, or of a misdemeanor which 
results in or is reasonably expected to result in economic or reputational 
injury to the Company or any of its subsidiaries or affiliates.

          (d)  NOTICE OF TERMINATION. Any termination of the Executive's 
employment (other than a termination due to the death of the Executive) shall 
be communicated by a written notice of termination (the "Notice of 
Termination") in accordance with the notice provisions herein.

          (e)  DATE OF TERMINATION. For purposes of this Agreement, the "Date 
of Termination" shall mean (i) if the Executive's employment is terminated by 
his death, the date of his death, (ii) if the Executive's employment is 
terminated due to Disability, ten days after delivery to the executive of the 
Notice of Termination, and (iii) in any other case, the date specified in the 
Notice of Termination.

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          6.   EXECUTIVE COVENANTS.

          (a)  NON-COMPETITION. During the Term and for such period of time 
following the Term as the Executive shall receive payments pursuant to 
Section 5(a)(i) hereof, the Executive expressly covenants and agrees that he 
shall not, without the express written consent of the Company, for his own 
account or jointly with any other person, directly or indirectly, own, 
manage, operate, join, control, loan money to, invest in, or otherwise 
participate in, or be connected with, or become or act as an officer, 
employee, consultant, representative or agent of any business, individual, 
partnership, firm or corporation (other than the Company and its subsidiaries 
and affiliates) which is in competition with any business in which the 
Company or any of its subsidiaries and affiliates are then engaged or 
planning to be engaged; PROVIDED, HOWEVER, that the Executive may purchase or 
own, solely as an inactive investor, the securities of any entity if (a) such 
securities are publicly traded on a nationally-recognized stock exchange or 
on NASDAQ and (b) the aggregate holdings of such securities by the executive 
and his immediate family do not exceed three percent (3%) of the voting power 
or three percent (3%) of the capital stock of such entity.

          (b)  NO SOLICITATION. The Executive hereby agrees that during the 
Term and for a period of one year after the Date of Termination, he shall 
not, directly or indirectly, for his own account or jointly with another, or 
for or on behalf of any entity, as principal, agent or otherwise, (i) solicit 
or induce or in any manner attempt to solicit or induce any person employed 
by or acting as a consultant to or agent of the Company or by any of its 
subsidiaries or affiliates to leave such position or (ii) interfere with, 
disrupt or attempt to disrupt any relationship, contractual or otherwise, 
between the Company or any of its subsidiaries or affiliates and any of the 
customers, client or suppliers of the Company or any of its subsidiaries or 
affiliates.

          (c)  CONFIDENTIAL INFORMATION. The Executive expressly covenants 
and agrees that he will not at any time, whether during or after the Term, 
directly or indirectly, disclose, use or permit the use of any trade secrets, 
confidential information or proprietary information of, or relating to, the 
Company or any of its subsidiaries or affiliates, other than as contemplated 
hereunder during the Term.

          (d)  COVENANTS NON-EXCLUSIVE. The Executive acknowledges and agrees 
that the covenants contained in this Section 6 shall not be deemed exclusive 
of any common law rights of the Company or any of its subsidiaries or 
affiliates in connection with the relationships contemplated hereby and that 
the Company shall have any and all rights as may be provided by law in 
connection with the relationships contemplated hereby.

          7.   NOTICE. Any and all notices or any other communication 
provided for herein shall be made in writing by hand-delivery, first-class 
mail (registered or certified, with return receipt requested), telecopier, or 
overnight air courier guaranteeing next day delivery, effective upon receipt, 
to the address of the party appearing under his or its name below (or to such 
other address under his or its name below) or such other address as may be 
designated in writing by such party):


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                             IF TO THE EXECUTIVE:

                             Doug Childress
                             6119 Ridge Top Lane
                             Garland, Texas 75043

                             IF TO THE COMPANY:

                             Tri-Star Aerospace Co.
                             11535 East Pine Street
                             Tulsa, Oklahoma 74116
                             Attention: Mr. Quentin Bourjeaurd


                             With a copy to:

                             Odyssey Investment Partners, L.P.
                             31 West 52nd Street
                             New York, New York 10019
                             Attention: Mr. Stephen Berger


          10.  MISCELLANEOUS.

          (a)  AMENDMENT. Any provision of this Agreement may be amended or 
waived if, but only if, such amendment or waiver is agreed to in writing 
signed by the executive and a duly authorized officer of the Company (other 
than the Executive).

          (b)  WAIVER. No waiver by any party hereto at any time of any 
breach of another party hereto of, or compliance with, any condition or 
provision of this Agreement to be performed by such other party shall be 
deemed a waiver of any other provision hereof. This Agreement shall be 
binding on and inure to the benefit of the Company and its successors and 
permitted assigns.

          (c)  GOVERNING LAW. This Agreement shall be governed and construed 
in accordance with the law of the State of Delaware without giving effect to 
the conflict of laws provisions thereof.

          (d)  COUNTERPARTS. This Agreement may be executed in counterparts, 
each of which shall be deemed to be an original, but all of which together 
shall constitute one and the same instrument.

          (e)  SEVERABILITY. Whenever possible, each provision of this 
Agreement shall be interpreted in such manner as to be effective and valid 
under applicable law, but if any provision of this Agreement is held to be 
prohibited by or invalid under applicable law, such provision shall be 
ineffective only to the extent of such prohibition or invalidity, without 
invalidating the remainder of this Agreement.

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          (f)  ENTIRE AGREEMENT. This Agreement supersedes any other 
agreement, whether written or oral, that may have been made or entered into 
between the parties hereto and constitutes the entire agreement by the 
parties related to the matters specified herein.

          (g)  EQUITABLE RELIEF. It is hereby acknowledged that irreparable 
harm would occur in the event that any of the provisions of this Agreement 
were not performed fully by the undersigned in accordance with the terms 
specified herein, and that monetary damages are an inadequate remedy for 
breach of this Agreement because of the difficulty of ascertaining and 
quantifying the amount of damage that will be suffered by the parties relying 
hereon in the event that the undertakings and provisions contained in this 
Agreement were breached or violated. Accordingly, each party hereto shall be 
entitled to an injunction or injunctions to restrain, enjoin and prevent 
breaches of the undertakings and provisions hereof and to enforce 
specifically the undertakings and provisions hereof in any court of the 
United States or any state having jurisdiction over the matter, it being 
understood that any such remedies shall be in addition to, and not in lieu 
of, any other rights and remedies available at law or in equity.

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          IN WITNESS WHEREOF the parties have signed and delivered this 
Agreement as of the date first above written.

                                         TRISTATE AEROSPACE CO.



                                         By: /s/ Q. Bourjeaurd
                                             -------------------------------
                                             Name: Q. Bourjeaurd
                                             Title: President


                                             /s/ Doug Childress
                                         ---------------------------
                                                Doug Childress
                                                   1/20/98