EXHIBIT 10.3

                         MEMORANDUM OF PURCHASE AND SALE
                        (3702 Knapp Rd., Pearland, Texas)


         This MEMORANDUM OF PURCHASE AND SALE is executed to be effective as of
March 31, 1998 (the "Effective Date"), by and between AVIATION PROPERTIES OF
TEXAS, a Delaware general partnership ("Seller"), and AVIATION SALES OPERATING
COMPANY, a Delaware corporation ("Purchaser").

                              W I T N E S S E T H:

         WHEREAS, Seller is the owner of fee simple title to that certain
9.5360-acre tract of land located in Pearland, Brazoria County, Texas, as more
particularly described in EXHIBIT "A" attached hereto and incorporated herein by
this reference (the "Land"), together with all improvements situated thereon
(the "Improvements"), and certain furniture, furnishings, fixtures, appliances,
equipment, machinery and other items of tangible and intangible personal
property situated on or used exclusively in connection with the Land and/or the
Improvements (collectively, the "Personal Property") (the Land, Improvements and
Personal Property shall hereinafter be referred to as the "Facility").

         WHEREAS, Purchaser desires to purchase from Seller and Seller desires
to sell to Purchaser, effective as of the Effective Date, all of the interest of
Seller in and to the Facility.

         NOW, THEREFORE, for and in consideration, the parties have executed
this memorandum to reflect their agreement and understandings regarding the sale
and purchase of the Facility on the following terms:

         1. PURCHASE PRICE. The purchase price (the "Purchase Price") to be paid
by Purchaser to Seller for the Facility has been paid by Purchaser to Seller on
even date herewith by: (i) Purchaser's cancellation and forgiveness of all of
the outstanding principal balance of, and all unpaid accrued interest on, that
certain Unsecured Promissory Note dated as of December 2, 1994, in the original
principal amount of FOUR HUNDRED THIRTY-FOUR THOUSAND TWO HUNDRED FORTY-FOUR AND
NO/100 DOLLARS ($434,244.00), executed by Seller payable to the order of AJT
Capital Partners, a Delaware general partnership and predecessor in interest to
Purchaser, (ii) Purchaser's acceptance of the Facility subject to, but without
Purchaser's assumption of, the existing debt owing by RCP Management L.P.,
Seller's predecessor in interest, to the Estate, which debt is evidenced by a
certain Promissory Note in the original principal amount of $1,300,000.00
executed by RCP Management L.P. and payable to the Estate and secured by a Deed
of Trust and Security Agreement covering the Facility, to Edward W. Engel,
Trustee, for the benefit of the Estate, and recorded in Volume 995, Page 282 of
the Real Property Records of Brazoria County, Texas, and (iii) Purchaser's
delivery to Seller of the cash sum of $10.00.

<PAGE>

         2. CLOSING DOCUMENTS. On even date herewith, but to be effective as of
the Effective Date, Seller has delivered to Purchaser executed originals of the
following documents:

                  a. General Warranty Deed in the form attached hereto as
         EXHIBIT "B";

                  b. Bill of Sale and Assignment in the form attached hereto as
         EXHIBIT "C"; and

                  c. Non-Foreign Status Affidavit in the form attached hereto as
         EXHIBIT "D".

         3. DISCLAIMER. THE FACILITY IS BEING SOLD BY SELLER TO PURCHASER ON AN
"AS-IS," "WHERE-IS," "WITH ALL FAULTS" BASIS EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES MADE BY THE ESTATE OF HARRY E. BRADLEY WHICH ARE CONTAINED IN THAT
CERTAIN EARNEST MONEY CONTRACT DATED TO BE EFFECTIVE AS OF NOVEMBER 18, 1991,
BETWEEN THE ESTATE OF HARRY E. BRADLEY, AS SELLER, AND AVIATION ROTABLES
ACQUISITION CORP., A TEXAS CORPORATION (ASSIGNED TO RCP MANAGEMENT L.P.), AS
PURCHASER, WHICH REPRESENTATIONS AND WARRANTIES WERE PREVIOUSLY ASSIGNED TO
SELLER HEREIN AND ARE BEING ASSIGNED BY SELLER TO PURCHASER, TO THE EXTENT
ASSIGNABLE AND WITHOUT RECOURSE OR WARRANTY ON SELLER, FOR PURCHASER'S USE AND
BENEFIT. SELLER HAS MADE NO INDEPENDENT REPRESENTATIONS AND WARRANTIES, EITHER
EXPRESS OR IMPLIED, CONCERNING THE FACILITY, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

         4. NO REAL ESTATE COMMISSION. Purchaser and Seller each represent to
the other that there are no real estate agents or brokers entitled to a
commission in connection with this purchase and sale of the Facility. Purchaser
hereby agrees to indemnify and hold harmless Seller against any and all claims
of any agent, broker, finder, or similar party claiming through Purchaser, and
Seller hereby agrees to indemnify and hold harmless Purchaser against any and
all claims of any agent, broker, finder, or other similar party claiming through
Seller.

         5. NOTICE TO PURCHASER. The Texas Real Estate License Act requires that
Seller notify Purchaser that it should either (i) have an attorney examine an
abstract of title to the Land or (ii) obtain a title insurance policy covering
the Land. Notice to that effect is, therefore, hereby given to and acknowledged
by Purchaser.

         6. ENTIRE AGREEMENT. This Memorandum of Purchase and Sale (together
with the Exhibits hereto) sets forth the entire agreement between Seller and
Purchaser relative to the Facility, and all prior negotiations or agreements are
merged herein. No modification hereof or subsequent agreement relative to the
subject matter hereof shall be binding unless reduced to a writing by the party
to be bound.

         7. GOVERNING LAW. The terms, provisions and conditions of this
Memorandum shall be governed by and construed in accordance with the laws of the
State of Texas.

<PAGE>

         EXECUTED to be effective as of the Effective Date.

                              SELLER:

                              AVIATION PROPERTIES OF TEXAS, a
                              Delaware general partnership

                              By:   AVAC Corporation, a Delaware corporation, as
                                    a general partner

                                    By:                
                                         ---------------------------------------
                                         Robert Alpert, President


                              PURCHASER:

                              AVIATION SALES OPERATING COMPANY, a
                              Delaware corporation

                              By:        
                                    --------------------------------------------
                                    Dale S. Baker, President


EXHIBITS:

"A" - Legal Description of the Property
"B" - General Warranty Deed
"C" - Bill of Sale and Assignment
"D" - Non-Foreign Status Affidavit

                                Signature Page to
                         Memorandum of Purchase and Sale
                        (3702 Knapp Rd., Pearland, Texas)