<PAGE>

                                                                    EXHIBIT 10.2

               AMENDMENT, CONSENT AND WAIVER AGREEMENT NO. 16 FOR
                               LEASE AGREEMENT AND
                       CERTAIN OTHER OPERATIVE AGREEMENTS

         THIS AMENDMENT, CONSENT AND WAIVER AGREEMENT NO. 16 (this "Agreement")
is made and entered into as of the 14th of May, 2003, by and among TIMCO
AVIATION SERVICES, INC., a Delaware corporation (f/k/a Aviation Sales Company)
("Aviation Sales"), as Construction Agent (the "Construction Agent"); TIMCO
AVIATION SERVICES, INC. (f/k/a Aviation Sales Company), as Lessee (the
"Lessee"); WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association, f/k/a First Security Bank, National Association, not individually,
except as expressly stated in the Operative Agreements, but solely as Owner
Trustee under the Aviation Sales Trust 1998-1 (the "Owner Trustee"); BANC OF
AMERICA STRATEGIC SOLUTIONS, INC. ("BASSI"), as a Holder and as a Lender; BANK
OF AMERICA, N.A. ("Bank of America"), successor to NationsBank, National
Association, as Administrative Agent (the "Agent"); each of the Holders party to
the Trust Agreement (defined below) (the "Holders"); each of the Lenders party
to the Credit Agreement (defined below) (the "Lenders"); and each of the
Guarantors party to the Guaranty Agreement (defined below).

                              W I T N E S S E T H:

         WHEREAS, the Construction Agent, the Lessee, the Owner Trustee, the
Agent, the Lenders and the Holders have entered into the Participation Agreement
dated as of December 17, 1998 (as amended, the "Participation Agreement"); and

         WHEREAS, the Owner Trustee, the Lenders and the Agent have entered into
the Credit Agreement dated as of December 17, 1998 (as amended, the "Credit
Agreement"); and

         WHEREAS, the Holders and the Owner Trustee have entered into the
Amended and Restated Trust Agreement dated as of December 17, 1998 (as amended,
the "Trust Agreement"); and

         WHEREAS, the Owner Trustee and the Lessee have entered into the Lease
Agreement dated as of December 17, 1998 (as amended, the "Lease" or "Lease
Agreement"); and

         WHEREAS, Aviation Sales, Subsidiaries of Aviation Sales, and the Agent
have entered into the respective Guaranty Agreements (Series A Obligations)
dated as of December 17, 1998, February 18, 2000, March 31, 2000, May 31, 2000
or October 11, 2002, as the case may be, (collectively, the "Series A Guaranty
Agreement"); and the Subsidiaries of Aviation Sales and the Owner Trustee have
entered into the respective Guaranty Agreements (Lessee Obligations) dated as of
December 17, 1998, February 18, 2000, March 31, 2000, May 31, 2000 or October
11, 2002, as the case may be, (collectively, the "Lessee Guaranty Agreement",
and collectively with the Series A Guaranty Agreement and any other Guaranty
Agreement (as defined in the Participation Agreement), the "Guaranty Agreement"
or "Guaranty"); and

<PAGE>

         WHEREAS, certain Events of Default have occurred and are continuing,
and the Lessee has requested that the Owner Trustee, the Holders, the Agent and
the Lenders waive those Events of Default as described herein;

         WHEREAS, the Lessee has requested that the Agent, the Owner Trustee,
the Holders and the Lenders consent to certain items as more specifically
described herein;

         WHEREAS, the parties hereto desire to amend the Participation
Agreement, the Lease Agreement and the Credit Agreement in the manner herein set
forth; and

         NOW, THEREFORE, the Construction Agent, the Lessee, the Owner Trustee,
the Holders, the Agent and the Lenders do hereby agree as follows:

         1.       Definitions. The terms "Participation Agreement", "Lease" and
"Lease Agreement" as used herein and in the Operative Agreements (as defined in
the Participation Agreement) shall mean such agreements as hereby amended and
modified, and as further amended, modified, supplemented or restated from time
to time in accordance with the terms thereof. Unless the context otherwise
requires, all terms used herein without definition shall have the definition
provided therefore in the Participation Agreement.

         2.       Amendments to the Participation Agreement, the Lease Agreement
and the Credit Agreement. The Participation Agreement, the Lease Agreement and
the Credit Agreement are hereby amended as follows effective as of the date
hereof (except as otherwise expressly set forth below):

                  (a)      The following definition of "Amendment No. 16 is
                  added to Appendix A to the Participation Agreement:

                                    " 'Amendment No. 16' shall mean that certain
                           Amendment, Consent and Waiver Agreement No. 16 for
                           Lease Agreement and Certain Other Operative
                           Agreements dated as of May 14, 2003, among the
                           Construction Agent, the Lessee, the Owner Trustee,
                           Bank of America Strategic Solutions as a Holder and a
                           Lender, the Agent and the Guarantors parties
                           thereto."

                  (b)      The following definition of "Citicorp Amendment No.
                  4" is added to Appendix A to the Participation Agreement:

                                    " 'Citicorp Amendment No. 4' shall mean that
                           certain Amendment No. 4, Consent and Limited Waiver
                           dated as of May 14, 2003 to the New Aviation Sales
                           Credit Agreement."

                  (c)      The following definition of "Covington, Kentucky
                  Sale" is added to Appendix A to the Participation Agreement:

                                    " 'Covington, Kentucky Sale' shall mean the
                           sale by AVS/M-2, Inc. to LJH, Ltd. of the real
                           property in Covington, Kentucky described in Exhibit
                           A to Amendment No. 16, for a cash purchase price
                           sufficient to result in Net Cash Proceeds of Sale of
                           not less than $450,000 and

                                       2

<PAGE>

                           otherwise on terms and conditions satisfactory to the
                           Agent, the Owner Trustee, the Holders and the
                           Lenders."

                  (d)      The following definition of "Goodyear Facility" is
                  added to Appendix A to the Participation Agreement:

                                    " 'Goodyear Facility' shall mean Triad
                           International Maintenance Corporation's facility
                           located on the real property known as Hangers 18 and
                           52 and additional land located at the Phoenix
                           Goodyear Airport in Goodyear, Arizona which real
                           property is subleased from LJH, Ltd."

                  (e)      The following definition of "LJH Note Documents" is
                  added to Appendix A to the Participation Agreement:

                                    " 'LJH Note Documents' shall mean the LJH
                           Note, the guaranty agreement executed by the Citicorp
                           Borrowers and guarantors party to the Citicorp Loan
                           Documents (other than the Lessee) with respect
                           thereto, the Shareholder Security Agreement and any
                           other agreements, documents and instruments executed
                           in connection with any of the foregoing."

                  (f)      The following definition of "PIK Subordinated Debt"
                  is added to Appendix A to the Participation Agreement:

                                    " 'PIK Subordinated Debt' means Indebtedness
                  evidenced by (i) those certain 8% Junior Subordinated
                  Convertible PIK Notes due 2007 issued by the Lessee in
                  connection with its settlement of securities class action
                  litigation filed against the Lessee and certain of its former
                  directors and officers in the United States District Court of
                  the Southern District of Florida (Case No. 99-2560-CIV-MERENO)
                  and pursuant to terms no less favorable to the Lessee, the
                  Agent, the Owner Trustee, the Holders and the Lenders than
                  that portion of the PIK Subordinated Debt outstanding under
                  the 8% Senior Subordinated Convertible PIK Notes due 2006
                  issued by the Lessee under that certain Indenture dated as of
                  February 28, 2002, (ii) the 8% Senior Subordinated Convertible
                  PIK Notes due 2006 issued by the Lessee under that certain
                  Indenture dated as of February 28, 2002, and (iii) the LJH
                  Note."

                  (g)      The definition of "LJH Intercreditor Agreement" in
                  Appendix A to the Participation Agreement is amended in its
                  entirety, so that as amended it shall read as follows:

                                    " 'LJH Intercreditor Agreement' shall mean
                           that certain Amended and Restated Intercreditor
                           Agreement dated as of May 14, 2003, by and between
                           the Agent, the Owner Trustee and LJH, Ltd., and
                           acknowledged by the Lessee and the Subsidiary
                           Guarantors."

                  (h)      The definition of "LJH Note" in Appendix A to the
                  Participation Agreement is amended in its entirety, so that as
                  amended it shall read as follows:

                                       3

<PAGE>

                                    " 'LJH Note' shall mean that certain Term
                           Promissory Note in the original principal amount of
                           $7,350,000 dated as of May 14, 2003 executed by the
                           Lessee in favor of LJH, Ltd., together with all
                           increases thereon or additional notes issued in
                           respect of (i) an increase in the purchase price for
                           certain Inventory acquired by LJH, Ltd. from Aviation
                           Management Systems, Inc. and sold by LJH, Ltd. to
                           Triad International Maintenance Corporation in
                           accordance with the terms and subject to the
                           conditions contained in Citicorp Amendment No. 4 or
                           (ii) accrued interest on such Term Promissory Note
                           and on such additional notes (all of which shall be
                           payable in kind but not in cash), in each case the
                           obligations of which are subordinated in right of
                           payment to the obligations under the Operative
                           Agreements pursuant to the terms of the LJH Note and
                           the LJH Intercreditor Agreement, together with the
                           side letter dated as of May 14, 2003 between Aviation
                           Sales, Triad International Maintenance Corporation
                           and LJH. Ltd. with respect to the increases in the
                           principal amount described in clause (ii) above,
                           which letter is attached as Exhibit F to Amendment
                           No. 16."

                  (i)      The definition of "Shareholder Security Agreement" in
                  Appendix A to the Participation Agreement is amended in its
                  entirety, so that as amended it shall read as follows:

                                    " 'Shareholder Security Agreement' shall
                           mean that certain Amended and Restated Security
                           Agreement dated as of May 14, 2003 to which Don A.
                           Sanders and LJH, Ltd. (as secured parties) and the
                           Citicorp Borrowers and guarantors party to the
                           Citicorp Loan Documents (as grantors) are parties."

                  (j)      The definition of "Shareholder Subrogation Claims" in
                  Appendix A to the Participation Agreement is amended in its
                  entirety, so that as amended it shall read as follows:

                                    " 'Shareholder Subrogation Claims' shall
                           means those claims against the Citicorp Borrowers and
                           Guarantors, if any, of Don A. Sanders and LJH, Ltd.
                           arising in the event such Persons are subrogated to
                           the rights of Bank of America, N.A. with respect to
                           Indebtedness evidenced by the BofA Note by virtue of
                           the performance of their obligations under the
                           Shareholder Guarantees."

                  (k)      The definition of "Tangible Net Worth" in Appendix A
                  to the Participation Agreement is amended in its entirety, so
                  that as amended it shall read as follows:

                                    " 'Tangible Net Worth' shall mean the amount
                           calculated as (i) the consolidated net worth of the
                           Lessee and its Subsidiaries minus (ii) the
                           consolidated Intangibles of the Lessee and its
                           Subsidiaries including, without limitation, goodwill,
                           trademarks, tradenames, copyrights, patents, patent
                           applications, licenses and rights in any thereof and
                           other items

                                       4

<PAGE>

                           treated as intangibles in accordance with GAAP. For
                           purposes of determination of Tangible Net Worth, the
                           PIK Subordinated Debt shall be deemed to be equity so
                           long as no interest with respect thereto has been
                           paid in cash."

                  (l)      The definition of "Keepwell Agreement" in Appendix A
                  to the Participation Agreement is deleted in its entirety.

                  (m)      Schedule 1.01.6 (Permitted Equity Securities Options)
                  to the Participation Agreement is hereby amended and replaced
                  in its entirety by the schedule attached hereto as Exhibit B.

                  (n)      Section 17.1 of the Lease Agreement is hereby
                  amended:

                           (i)      to delete the "." at the end of subsection
                           (v) thereof and to substitute a ";" in lieu thereof,
                           and to add a new subsection (w) to read in its
                           entirety as follows:

                                    "(w) at any time, for any reason, any holder
                           of any Indebtedness evidenced by the LJH Note
                           Documents shall initiate any action contrary to the
                           terms of the LJH Intercreditor Agreement or raise any
                           defense to any of the terms thereof."

                           (ii)     to add the following sentence at the of such
                           section:

                                    "Notwithstanding anything contained in this
                           Section 17.1 to the contrary, no Event of Default
                           shall be deemed to have occurred due solely to the
                           occurrence of any breach, default or event of default
                           or any other condition under any Citicorp Loan
                           Document, unless any of the same causes or results in
                           an acceleration of any Indebtedness arising under the
                           Citicorp Loan Documents (whether such acceleration
                           occurs automatically or upon notice from any
                           holder(s) of such Indebtedness or any representative
                           of such holder(s))."

                  (o)      Section 28.1.1(a)(B) of the Lease Agreement is
                  amended to delete the following phrase immediately prior to
                  the period at the end thereof:

                                    ", together with a calculation in reasonable
                           detail of the amount of the "Brice Cash Shortfall"
                           (as defined in the Keepwell Agreement) for such month
                           and a reconciliation of such amount with the
                           financial statements delivered pursuant to this
                           Section 28.1.1(a) for such month and, in the case of
                           such financial statements for October 2002, a
                           statement of the transaction costs associated with
                           the acquisition of Brice"

                  (p)      Section 28.1.12 of the Lease Agreement is amended as
                  follows:

                           (i)      to delete in its entirety the following
                  parenthetical phrase therein: "(including, without limitation,
                  all additional or substitute notes delivered due to

                                       5

<PAGE>

                  the making of payments under the Keepwell Agreement as
                  described in the definition of LJH Note)"; and

                           (ii)     to delete each reference therein to "LJH
                  Note" in its entirety and to substitute in lieu thereof a
                  reference to "LJH Note Documents".

                  (q)      Section 28.1.14 of the Lease Agreement is amended to
                  delete the reference therein to "LJH Note" in its entirety and
                  to substitute in lieu thereof a reference to "LJH Note
                  Documents".

                  (r)      Section 28.3.1(f) of the Lease Agreement is amended
                  and restated in its entirety to read as follows:

                                    "(f) Indebtedness (i) under the LJH Note
                           Documents (provided, that no payments in respects of
                           the LJH Note Documents shall be made except as
                           expressly permitted by the LJH Intercreditor
                           Agreement), (ii) under the Junior Subordinated Notes,
                           (iii) in respect of non-cash interest under the PIK
                           Subordinated Debt, and (iv) with respect to
                           Shareholder Subrogation Claims, in each case whether
                           directly or by Accommodation Obligation;"

                  (s)      Section 28.3.2(e) of the Lease Agreement is amended
                  to insert the following phrase at the beginning thereof: "(i)
                  the Covington, Kentucky Sale, provided, that (A) such sale is
                  in accordance with the terms of the Citicorp Loan Documents,
                  and (B) no Event of Default shall have occurred and be
                  continuing; and (ii)".

                  (t)      Section 28.3.3 of the Lease Agreement is amended to
                  delete in its entirety the reference to "on July 15, 2002" and
                  substitute in lieu thereof "on or prior to May 14, 2003".

                  (u)      Section 28.3.6(a) of the Lease Agreement is hereby
                  amended to delete the reference therein to "LJH Note" in its
                  entirety and to substitute in lieu thereof a reference to "LJH
                  Note Documents".

                  (v)      Section 28.4.2 of the Lease Agreement is hereby
                  deleted in its entirety.

                  (w)      Section 28.4.3 of the Lease Agreement is amended and
                  restated effective as of March 31, 2003 in its entirety to
                  read as follows:

                           "28.4.3 Consolidated Fixed Charge Ratio. Permit the
                  Consolidated Fixed Charge Ratio during any period set forth
                  below to be less than the ratio set forth opposite such
                  period:

                                       6

<PAGE>

<TABLE>
<CAPTION>
                                                                         Minimum
                                                                    Consolidated Fixed
                    Applicable Period                                  Charge Ratio
                    -----------------                               ------------------
<S>                                                                 <C>
One Fiscal Quarter period ending March 31, 2003                        1.10 to 1.00

Two Fiscal Quarter period ending June 30, 2003                         1.10 to 1.00

Three Fiscal Quarter period ending September 30, 2003                  1.10 to 1.00

Each  Four-Quarter  Period  ending  on a date on or after
  December 31, 2003                                                    1.10 to 1.00"
</TABLE>

                  (x)      Section 28.4.4 of the Lease Agreement is amended and
                  restated effective as of March 31, 2003 in its entirety to
                  read as follows:

                           "28.4.4 Minimum Tangible Net Worth. Permit the
                  Tangible Net Worth of Aviation Sales and its Subsidiaries, at
                  any time during any period set forth below, to be less than
                  the amount set forth below opposite such period:

<TABLE>
<CAPTION>
                                                             Minimum Tangible
           Applicable Period                                     Net Worth
           -----------------                                 ----------------
<S>                                                          <C>
Fiscal Quarter ending March 31, 2003                          $   (8,113,000)

Fiscal Quarter ending June 30, 2003                           $   (5,277,000)

Fiscal Quarter ending September 30, 2003                      $   (9,395,000)

Fiscal Quarter ending December 31, 2003                       $  (13,423,000)

At all times after December 31, 2003                          $       13,000"
</TABLE>

                  (y)      Section 6(f)(iii) of the Credit Agreement is amended
                  and restated in its entirety to read as follows:

                           "(iii)   [Intentionally deleted]."

         3.       Consent. Effective upon the satisfaction of the conditions
precedent set forth in Section 6 hereof, the Agent, the Owner Trustee, the
Lenders and the Holders hereby consent to:

                                       7

<PAGE>

                  (a) the execution of the LJH Note Documents, in substantially
         the forms of Exhibit C attached hereto and the cancellation of the LJH
         Note (as previously defined in the Participation Agreement prior to
         being redefined herein);

                  (b) the amendment and restatement of the LJH Intercreditor
         Agreement;

                  (c) Triad International Maintenance Corporation's sublease of
         the Goodyear Facility from LJH, Ltd. pursuant to a sublease in
         substantially the form of Exhibit D attached hereto, provided that all
         amounts required to be paid by Triad International Maintenance
         Corporation under such sublease shall not exceed the sum of (i) amounts
         payable by LJH, Ltd. under its lease with the City of Phoenix, Arizona
         (a true and complete copy of which is attached hereto as Exhibit E),
         and (ii) reimbursements for improvements to the Goodyear Facility made
         by LJH, Ltd. in an aggregate amount not to exceed $100,000 (such
         reimbursements to be paid in 36 equal monthly installments).

                  The consents contained in this Section 3 are granted only for
         the specific instances described herein and are not intended to create
         a course of dealing or otherwise impair the future ability of the
         Lessor, the Agent, any Lender or any Holder to declare an Event of
         Default or otherwise enforce the terms of any Operative Agreement. The
         consents contained in this Section 3 are limited to those instances
         described in paragraphs (a) through (e) of this Section.

         4.       Waiver. Effective upon the satisfaction of the conditions
precedent set forth in Section 6 hereof, the Agent, the Owner Trustee, the
Holders and the Lenders hereby waive:

                  (a)      the Events of Default arising under Section 28.4 of
         the Lease due to the failure of the Lessee to comply with the following
         financial covenants for the Fiscal Quarter ended December 31, 2002 (or
         the Four Quarter Period ended December 31, 2002, as applicable): the
         (i) minimum Consolidated EBITDA covenant, (ii) the maximum Capital
         Expenditures covenant, (iii) the minimum Consolidated Fixed Charge
         Ratio covenant, and (iv) the minimum Tangible Net Worth covenant,

                  (b)      the Event of Default arising under Section 28.1.1 of
         the Lease due to the failure of the Lessee to timely deliver the
         financial statements dated as of December 31, 2002 required thereby and
         to deliver a report from KPMG Peat Marwick LLP on the consolidated
         financial statements dated as of December 31, 2002 of the Lessee not
         containing a "going concern" qualification; and

                  (c)      the Events of Default arising under Section 17.1(q)
         of the Lease due to the failure of the Lessee to give notice to the
         Agent and the Owner Trustee of the Events of Default described in
         clauses (a) and (b) above; and

                  (d)      the rights and remedies of the Agent, the Owner
         Trustee, the Lenders and the Holders arising due to the Events of
         Default described in clauses (a), (b) and (c) above.

         The waivers contained in this Section 4 are granted only for the
specific instances described herein and are not intended to create a course of
dealing or otherwise impair the future ability of the Lessor, the Agent, any
Lender or any Holder to declare an Event of Default or

                                       8

<PAGE>

otherwise enforce the terms of any Operative Agreement. The waivers contained in
this Section 4 are limited to those Events of Default described in paragraphs
(a), (b) and (c) of this Section. No such waiver contained in this Section 4 is
intended to be nor shall it be construed to be a general waiver of any other
Event of Default or an alteration of any of the terms or conditions of any
Operative Agreement.

         5.       Representations, Warranties and Covenants. The Lessee and the
Construction Agent hereby represent, warrant and covenant that:

                  (a)      The representations and warranties made by the Lessee
         and the Construction Agent in Section 7 of the Participation Agreement
         (other than those representations and warranties made with respect to
         Section 7.3(g) thereof) are true on and as of the date hereof with the
         same effect as though made on and as of the date hereof (except to the
         extent that the representations and warranties expressly relate to an
         earlier date, in which case such representations and warranties are
         true as of such date).

                  (b)      The Financial Statements for the Fiscal Year ended
         December 31, 2002, copies of which have been furnished to the Agent and
         the Owner Trustee, were prepared in accordance with GAAP and fairly
         present the financial condition of each of Aviation Sales and its
         Subsidiaries on a consolidated basis as of such date and their
         consolidated results of operations for the fiscal year then ended.
         Neither Aviation Sales nor any Guarantor or any Subsidiary of Aviation
         Sales has as of the date hereof, any Accommodation Obligation,
         contingent liability or liability for any taxes, long-term leases or
         commitments, not disclosed in writing to the Agent, the Lenders and the
         Holders prior to the date hereof.

                  (c)      The business and properties of the Lessee and the
         Construction Agent and the Guarantors and the Subsidiaries of Aviation
         Sales are not, and since the Initial Closing Date have not been,
         adversely affected in any substantial way as the result of any fire,
         explosion, earthquake, accident, strike, lockout, combination of
         workmen, flood, embargo, riot, activities of armed forces, war or acts
         of God or the public enemy, or cancellation or loss of any major
         contracts;

                  (d)      No event has occurred and no condition exists on the
         date hereof which, after giving effect to this waiver agreement and the
         Citicorp Waiver (defined below), constitutes or will constitute a
         Default or an Event of Default on the part of the Lessee or the
         Construction Agent or any Guarantor or any Subsidiary of Aviation Sales
         under the Participation Agreement or any other Operative Agreement,
         either immediately or with the lapse of time or the giving of notice,
         or both. Since December 31, 2002, no event has occurred with respect to
         the Lessee, the Construction Agent or any Guarantor or any Subsidiary
         of Aviation Sales which has resulted, or is reasonably likely to
         result, in a Material Adverse Effect.

                  (e)      No event of default or default has occurred and is
         continuing under the terms of (i) any of the Citicorp Loan Documents
         (after giving effect to the Citicorp Waiver), (ii) the Senior
         Subordinated Notes or any of the agreements and documents executed with
         respect to the Senior Subordinated Notes or under which the Senior
         Subordinated Notes have been issued, (iii) the BofA Note or any of the
         agreements and

                                       9

<PAGE>

         documents executed with respect to the BofA Note, or (iv) the Junior
         Subordinated Notes (as defined in the Citicorp Loan Documents) or any
         of the agreements and documents executed with respect to the Junior
         Subordinated Notes or under which the Junior Subordinated Notes have
         been issued.

                  (f)      There is as of the date hereof no action, suit,
         proceeding, claim, investigation or arbitration before or by any
         Governmental Authority or private arbitrator pending or, to the
         knowledge of Aviation Sales, threatened against Aviation Sales, any
         Guarantor or any Subsidiary of Aviation Sales or any of their
         respective Assets (i) challenging the validity or the enforceability of
         any of the Operative Agreements, (ii) which will, or is reasonably
         likely to, result in any Material Adverse Effect, or (iii) under the
         Racketeering Influenced and Corrupt Organizations Act or any similar
         federal or state statute or law under any jurisdiction outside of the
         United States where such Person is a defendant in a criminal indictment
         that provides for the forfeiture of assets to any Governmental
         Authority as a criminal penalty. There is as of the date hereof no
         material loss contingency within the meaning of GAAP which has not been
         reflected in the Financial Statements of Aviation Sales and its
         Subsidiaries. Neither Aviation Sales nor any Guarantor or any
         Subsidiary of Aviation Sales is as of the date hereof subject to or in
         default with respect to any final judgment, writ, injunction,
         restraining order or order of any nature, decree, rule or regulation of
         any court or Governmental Authority which will, or is reasonably likely
         to, result in a Material Adverse Effect.

                  (g)      In the event that the Property is not sold prior to
         July 31, 2003 in accordance with the terms of the Operative Agreements,
         the Lessee agrees that the Agent may order an Appraisal of the Property
         for its benefit and the benefit of the Lenders and the Holders, and the
         Lessee shall pay all costs and expenses associated with such Appraisal.

         This Agreement shall be deemed to be an Operative Agreement and any
violation of a covenant contained herein shall be a violation of an Operative
Agreement.

         6.       Conditions. The effectiveness of this Agreement shall be
subject to fulfillment of the following conditions:

                  (a)      The Agent shall have received on the date hereof, in
         form and substance satisfactory to the Agent, the following:

                           (i)      a fully-executed original of this Agreement;

                           (ii)     a fully executed original of the LJH
                  Intercreditor Agreement (as redefined herein);

                           (iii)    the payment of a $40,000 amendment fee to
                  the Agent;

                           (iv)     evidence of the payment of all fees and
                  amounts set forth in Exhibit G attached hereto;

                           (v)      a copy of an amendment, waiver and consent
                  executed by the required lenders under the Citicorp Loan
                  Agreement (the "Citicorp Amendment"),

                                       10

<PAGE>

                  in form and substance satisfactory to the Agent, and all
                  documents required to be delivered prior to the effectiveness
                  of the Citicorp Amendment; and

                           (vi)     a fully executed copy of each of the LJH
                  Note Documents;

                           (vii)    a certificate of the Secretary or an
                  Assistant Secretary of each of the Lessee and each Guarantor,
                  in such form as is reasonably acceptable to the Agent
                  attaching and certifying as to (A) the resolutions of the
                  Board of Directors of Lessee or such Guarantor (as the case
                  may be) duly authorizing the execution, delivery and
                  performance by Lessee or such Guarantor (as the case may be)
                  of this Amendment and each of the other Operative Agreements
                  delivered in connection with this Amendment to which such
                  Lessee or Guarantor is or will be a party, (B) the fact that
                  neither its certificate of incorporation nor its bylaws have
                  been changed from the versions that were certified and
                  delivered to the Agent on the Initial Closing Date (or if the
                  certificate of incorporation has been changed, such
                  certificate of incorporation certified as of a recent date by
                  the Secretary of State of the State of its incorporation or,
                  if the by-laws have been changed, such by-laws certified by
                  the secretary of the Lessee or the applicable Guarantor), and
                  (C) the incumbency and signature of persons authorized to
                  execute and deliver on its behalf this Amendment and each of
                  the other Operative Agreements delivered in connection with
                  this Amendment to which such Lessee or Guarantor is a party;

                           (viii)   all agreements, documents and instruments
                  delivered to the obligees under the BofA Note and the
                  guaranties executed and delivered in connection therewith as a
                  result of the LJH Note Documents or this Agreement, in form
                  and substance satisfactory the Agent;

                           (ix)     the annual report, financial statements,
                  report of KPMG Peat Marwick LLP and other reports for Fiscal
                  Year ended December 31, 2002 required to be delivered pursuant
                  to Section 28.1.1 of the Lease Agreement (after giving effect
                  to the waiver with respect thereto in Section 4(b) above);

                           (x)      any additional agreements, instruments or
                  documents which it may reasonably request in connection
                  herewith;

                  (b)      The correctness in all material respects of the
         representations and warranties of the Owner Trustee, the Construction
         Agent and the Lessee contained herein and in each of the Operative
         Agreements;

                  (c)      No material adverse change shall have occurred in the
         business, assets, management, operations, financial condition or
         prospects of Aviation Sales or any Guarantor or any Subsidiary of
         Aviation Sales since December 31, 2002;

                  (d)      Since December 31, 2002, no permit, agreement, lease,
         or license which, in the judgment of the Agent, is material to the
         business, operations or employee relations of Aviation Sales or any
         Guarantor or any Subsidiary of Aviation Sales, shall have been
         terminated, modified, revoked, breached, or declared to be in default,
         or if breached or declared to be in default during such period, such
         breach or default shall have been cured or waived on terms satisfactory
         to the Agent and Lenders;

                                       11

<PAGE>

                  (e)      None of the members of Aviation Sales' Board of
         Directors as of December 31, 2000 (except Dale Baker, Harold Woody and
         Robert Alpert), shall have ceased acting as members of such Board of
         Directors.

         7.       Release.

                  (a)      Aviation Sales and its Subsidiaries acknowledge that
         they have no existing defense, counterclaim, offset, cross-complaint,
         claim or demand of any kind or nature whatsoever that can be asserted
         to reduce or eliminate all or any part of their or the Owner Trustee's
         respective liability to pay or perform any obligations pursuant to any
         of the Operative Agreements or any other documents which evidence or
         secure any obligations owed under any Operative Agreement. In
         consideration for the execution of this Agreement, each of Aviation
         Sales and each of its Subsidiaries hereby releases and forever
         discharges, BASSI, Bank of America, the Agent, the Lenders, the Holders
         and the Owner Trustee and all of their respective officers, directors,
         employees, Affiliates and agents (collectively, the "Released Parties")
         from any and all actions, causes of action, debts, dues, claims,
         demands, liabilities and obligations of every kind and nature, both in
         law and in equity, known or unknown, whether heretofore or now
         existing, liquidated or unliquidated, matured or unmatured, fixed or
         contingent (collectively, the "Release Claims"), which might be
         asserted against any of the Released Parties. This Release applies to
         all matters arising out of or relating to the Operative Agreements, any
         Property, any obligations due under any of the Operative Agreements and
         this Consent Agreement, commitment letters with respect to other loan
         facilities, and the lending and borrowing relationships, and (to the
         extent any Release Claims relating to such deposit relationships are
         now known to Aviation Sales or any of its Subsidiaries) the deposit
         relationships, between Aviation Sales or its Subsidiaries, and BASSI,
         Bank of America, the Agent, the Lenders, the Holders and the Owner
         Trustee, including the administration, collateralization and funding
         thereof. Each of Aviation Sales and each of its Subsidiaries further
         agrees not to bring any action in any judicial, administrative or other
         proceeding against the Released Parties, or any of them, alleging any
         such Release Claim or otherwise arising in connection with any such
         Release Claim. Without limiting the generality of the foregoing,
         Aviation Sales and its Subsidiaries release any claims they may have
         for any overpayment of interest or Rent prior to the date hereof, and
         agree that any such claim shall be deemed a Release Claim for the
         purpose of this Agreement.

                  (b)      It is the intent of the parties that except as
         otherwise set forth herein, the foregoing release shall be effective as
         a full and final accord and satisfaction of all claims hereby released
         and each of Aviation Sales and each of its Subsidiaries hereby agrees,
         represents and warrants that the matters released herein are not
         limited to matters which are known or disclosed. In this connection,
         each of Aviation Sales and each of its Subsidiaries hereby agrees,
         represents and warrants that it realizes and acknowledges that factual
         matters now existing and unknown to it may have given or may hereafter
         give rise to Release Claims, which are presently unknown, unsuspected,
         unliquidated, unmatured and/or contingent, and it further agrees,
         represents and warrants that this release has been negotiated and
         agreed upon in view of that realization. Nevertheless, Aviation Sales
         and its Subsidiaries hereby intend to release, discharge and acquit the
         Released Parties of and from any such unknown, unsuspected,
         unliquidated, unmatured and/or contingent Release Claims, which are in
         any way set forth in or related to the matters identified above in this

                                       12

<PAGE>

         Section 7. Aviation Sales and its Subsidiaries hereby explicitly waive
         the benefits of any common law or statutory rule with respect to the
         release of such Release Claims.

                  (c)      The acceptance and delivery of this Agreement by the
         Agent on behalf of the Released Parties shall not be deemed or
         construed as an admission of liability with respect to the Release
         Claims or otherwise by the Released Parties, or any of them, and the
         Released Parties hereby expressly deny liability of any nature
         whatsoever arising from or related to the subject of the release
         contained in this Section 7.

                  (d)      Each of Aviation Sales and each of its Subsidiaries
         hereby agrees, represents and warrants that: (i) such party has not
         voluntarily, by operation of law or otherwise, assigned, conveyed,
         transferred or encumbered, either directly or indirectly, in whole or
         in part, any right to or interest in any of the Release Claims
         purported to be released by this Section 7; (ii) such party has had
         advice of counsel of its own choosing in negotiations for and the
         preparation of this Consent Agreement; and (iii) such party is fully
         aware of the effect of releases such as that contained in this Section
         7.

         6.       Entire Agreement. This Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, conditions, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Agreement otherwise expressly stated, no representations, warranties
or commitments, express or implied, have been made by any other party to the
other. None of the terms or conditions of this Agreement may be changed,
modified, waived or canceled orally or otherwise, except by writing, signed by
all the parties hereto, specifying such change, modification, waiver or
cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.

         7.       Full Force and Effect of Operative Agreements. The
Participation Agreement, the Lease and all of the other Operative Agreements are
hereby confirmed and ratified in all respects and shall remain in full force and
effect according to their respective terms.

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

                     [Signatures appear on following pages.]

                                       13

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers, all as of the day and year
first above written.

                             TIMCO AVIATION SERVICES, INC. (f/k/a Aviation
                             Sales Company),
                             as Construction Agent

                             By: /s/
                                 -----------------------------------------------
                             Name:______________________________________________
                             Title:_____________________________________________

                             TIMCO AVIATION SERVICES, INC. (f/k/a Aviation
                             Sales Company),
                             as Lessee

                             By: /s/
                                 -----------------------------------------------
                             Name:______________________________________________
                             Title:_____________________________________________

                             WELLS FARGO BANK NORTHWEST, NATIONAL
                               ASSOCIATION,
                             not individually, except as expressly stated under
                             the Operative Agreements, but solely as Owner
                             Trustee under the Aviation Sales Trust 1998-1

                             By: /s/
                                 -----------------------------------------------
                             Name:______________________________________________
                             Title:_____________________________________________

                             BANC OF AMERICA STRATEGIC SOLUTIONS, INC.,
                             as a Holder and as a Lender

                             By: /s/
                                 -----------------------------------------------
                             Name:______________________________________________
                             Title:_____________________________________________

                             BANK OF AMERICA, N.A., as Administrative
                             Agent

                             By: /s/
                                 -----------------------------------------------
                             Name:______________________________________________
                             Title:_____________________________________________

                             SIGNATURE PAGE 1 OF 3

<PAGE>

                              JOINDER BY GUARANTORS

The undersigned Guarantors hereby join in and consent to this Agreement.

                             TIMCO AVIATION SERVICES, INC. (f/k/a Aviation
                               Sales Company)
                             AVS/M-1, INC. (formerly AVIATION SALES
                               MANUFACTURING COMPANY)
                             AVIATION SALES PROPERTY
                               MANAGEMENT CORP.
                             TIMCO ENGINE CENTER, INC.
                             AVS/M-2, INC. (formerly AVS/KRATZ-WILDE
                             MACHINE COMPANY
                             AVS/M-3, INC. (formerly APEX MANUFACTURING,
                               INC.)
                             TMAS/ASI, INC. (formerly AEROCELL STRUCTURES, INC.)
                             AVIATION SALES DISTRIBUTION
                               SERVICES COMPANY
                             AVIATION SALES LEASING COMPANY
                             WHITEHALL CORPORATION
                             TRIAD INTERNATIONAL MAINTENANCE
                               CORPORATION (successor in interest to Aero
                               Corporation and Aero Corp Macon, Inc.)
                             AIRCRAFT INTERIOR DESIGN, INC.
                             HYDROSCIENCE, INC.
                             TIMCO ENGINEERED SYSTEMS, INC.

                             By: /s/
                                 -----------------------------------------------
                             Name:______________________________________________
                             Title:____________________ of each of the foregoing
                                    Guarantors

                             AVSRE, L.P.
                             By:    Aviation Sales Property Management Corp.,
                                    its general partner

                                    By: /s/
                                        ----------------------------------------
                                    Name:_______________________________________
                                    Title:______________________________________

                              SIGNATURE PAGE 2 OF 3

<PAGE>

                             AVS/CAI, INC.

                             By: /s/
                                 -----------------------------------------------
                             Name:______________________________________________
                             Title:_____________________________________________

                             BRICE MANUFACTURING COMPANY, INC.

                             By: /s/
                                 -----------------------------------------------
                             Name:______________________________________________
                             Title:_____________________________________________

                              SIGNATURE PAGE 3 OF 3