EXHIBIT 10.13

                             AVIATION SALES COMPANY

                 FORM OF AVIATION SALES COMPANY 1999 EBITDA PLAN

         1. PURPOSES. This Aviation Sales Company 1999 EBITDA Plan (the "Plan")
is intended to provide an incentive for certain senior management employees of
Aviation Sales Company, a Delaware corporation, and its subsidiaries
(collectively, the "Company").

         2. ELIGIBILITY. The Employees identified on SCHEDULE 2 attached hereto
shall be eligible to participate in the Plan, so long as they are employed
actively and continuously during the entirety of a calendar twelve (12)-month
period (a "Period"), in respect of which a cash payment hereunder (a "Payment"
or "Payments") is calculated as provided herein (each such Employee is referred
to herein as a "Participant"). Notwithstanding the foregoing, any Employee who
is a participant in the Plan who dies or whose employment with Employer is
terminated by Employer without cause during any Period shall be entitled to the
pro rata payments described in Section 4(c). Additional Participants may be
added to the Plan by the Committee in accordance with Section 6(a).

         3. ADMINISTRATION. This Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company, or if there is no
Compensation Committee, by the Board of Directors of the Company (the
"Committee"). The interpretation and construction by the Committee of the Plan,
the calculation by the Committee of Payments and any other determinations or
calculations made by the Committee hereunder, shall be conclusive, final and
binding, except as otherwise provided herein. The Committee may delegate the
administration of this Plan and such other aspects of the Plan (which may
include any or all of the determinations and calculations required by this Plan)
to such officer(s) of the Company as the Committee shall deem appropriate, and
no such officer, no member of the Committee, and no member of the Board of
Directors of the Company shall be liable to any person for any action,
determination or calculation in connection with this Plan made in good faith.
Each such officer and member of the Committee or Board of Directors shall be
fully protected in taking any action hereunder in reliance in good faith upon
the books and records of the Company or upon such information, opinions, reports
or statements presented to the Company by any person as to matters such officer
or member of the Committee or Board of Directors reasonably believes are within
such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Company.

         4.       TERMS AND CONDITIONS.

                  (a) GENERAL. Payments under the Plan shall be calculated on a
cumulative basis with respect to each calendar year Period as described below,
beginning January 1, 1999, and shall be paid, subject to the restrictions on
such payment contained in this Plan and subject to applicable federal and local
income tax and other payroll withholding requirements, as follows: eighty
percent (80%) of the amount payable with respect to each Participant shall be
paid on or before January 31st of the following year, and the balance shall be
paid on the earlier of May 31st or 15 days after the date on which the audited
financial statements for the Company for the applicable calendar year are

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issued by the Company's independent auditors. All amounts payable under the Plan
shall be paid directly to the Participant.

                  (b) AMOUNT OF PAYMENTS; CALCULATIONS. The Payments with
respect to each calendar year (the "Period Payment") shall be a percentage (the
"Allocable Percentage") of each Participant's Base Salary for such year
determined in accordance with the level (the "Applicable Earnings Level"), of
earnings (without taking into account Payments made hereunder) before interest,
taxes, depreciation and amortization ("EBITDA") of the Company for such Period.
The Applicable Earnings Level shall be a percentage of the management case level
of EBITDA during any Period (the "Management Case EBITDA"), as listed on
SCHEDULE 4(B) attached hereto, and the corresponding Allocable Percentage for
each Applicable Earnings Level shall be as listed on SCHEDULE 4(B). The
Management Case EBITDA shall be determined by the Committee as provided in
Section 6(a). If the Company's EBITDA for any Period is between Applicable
Earnings Levels, the Allocable Percentage for such Period shall be determined in
accordance with SCHEDULE 4(B). Actual EBITDA with respect to any Period shall be
determined by the Committee based on the audited financial statements of the
Company; PROVIDED, HOWEVER, that if the methodology employed in producing the
actual audited financial statements for the Company for a period employ
different assumptions than those employed by the Committee in establishing
Management Case EBITDA for that Period, the Management Case EBITDA will be
adjusted accordingly to reflect the same assumptions as those used in preparing
the actual audited financial statements.

                  (c) BASE SALARY DEFINED. For purposes of the Plan, a
Participant's Base Salary is such person's base salary (not including, among
other amounts, Payments hereunder, commissions, benefits, car allowances, mobile
telephones, overtime payments or Company contributions (other than salary
reduction contributions) to the Company's 401(k) plan or any other deferred
compensation program) on January 1st of each year with respect to which Payments
are being calculated (or if such Participant was not employed by the Company or
a wholly owned subsidiary of the Company on such date, at the initial date of
such person's employment during such fiscal year), as determined by the
Committee. Subject to the provisions and limitations of this Plan, each
Participant shall be paid a Period Payment hereunder in respect of any Period in
the amount determined in accordance with Section 4. If a Participant ceases to
be employed by the Company or a wholly owned subsidiary of the Company for any
reason other than death or termination of employment by the Company without
cause, such person shall not receive a Period Payment with respect to such
Period. If a Participant dies or is terminated as an employee without cause
during a Period, the deceased Participant's estate or the terminated Employee,
as the case may be, shall be entitled to receive a pro rata Period Payment based
on the portion of the calendar year during which the deceased Participant or
terminated Employee was employed by the Company.

         5. CERTAIN LIMITATIONS. Notwithstanding anything herein to the
contrary, no Payments shall be payable hereunder so long as the payment thereof
would (i) result in a breach of, or a default or acceleration of payments under,
any agreement (including any loan agreement) to which the Company or any of its
subsidiaries is a party, or (ii) cause the Company or any subsidiary to be

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required to meet more restrictive covenants under the Company's charter or any
agreement (including any credit or loan agreement) to which the Company or any
of its subsidiaries is a party than the Company or any such subsidiary was
required to meet prior to the payment (or accrual for payment) thereof.

         If for any reason the Company is unable to make any Period Payments due
under the Plan (a "Deferred Payment"), such Deferred Payment will be carried as
an account payable on the books of the Company, will bear interest at eight
percent (8%) per annum, compounded quarterly, from the date due until paid, and
shall be payable out of the first available cash of the Company.

         6.       MISCELLANEOUS.

                  (a) COMMITTEE ACTION. Other than as set forth in the next
sentence below, not later than 90 days after the commencement of any calendar
year of the Company, the Committee shall determine (i) with respect to such
calendar year the Allocable Percentage for each Eligible Employee, and (ii)
after consultation with management and taking into account current market
conditions, with respect to such calendar year, the Management Case EBITDA for
such Period. Eligible Employees who were not Employees as of the first day of a
calendar year shall be assigned an Allocable Percentage by the Committee as soon
as practicable after such Eligible Employee becomes an Employee. For purposes of
the Plan, the Committee shall, as promptly as practicable after adoption of this
Plan by the Board of Directors of the Company, make the determinations set forth
in the previous sentence with respect to such calendar year. The determinations
described above in this Section 6(a) with respect to the Allocable Percentage
and the Management Case EBITDA shall be set forth on SCHEDULE 4(B) and SCHEDULE
6(A) attached hereto.

                  (b) AMENDMENT AND TERMINATION. Notwithstanding anything to the
contrary contained herein, the Committee may amend this Plan (including any
Schedule hereto or any amount determined pursuant hereto or thereto) in any
manner (including an amendment to effect the exclusion of any Employee or
category of Employees from participation herein) or may suspend or terminate
this Plan; PROVIDED, HOWEVER, that no amendment or modification to this Plan
shall be made that (i) provides for this Plan to terminate or expire prior to
January 1, 2003, (ii) deprives any of the Participants designated as such on
SCHEDULE 4(B) attached hereto as of January 1, 1999 (the "1999 Participants") of
the right to continue as Participants, or (iii) reduces the Allocable
Percentages applicable to the 1999 Participants to less than those stipulated on
SCHEDULE 4(B) as of January 1, 1999. Notice shall be given to all Participants
affected by such Committee action. No such amendment, suspension or termination
shall deprive any Participant of any right to receive a Payment otherwise
payable pursuant to the terms of the Plan in respect of any Period which has
ended prior to the date of such amendment, suspension or termination.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
increase the Management Case EBITDA for any year in which the Company acquires
any new business, directly or indirectly through one or more subsidiaries, by
any means, including by a stock purchase, asset purchase or merger, in order to
account for such acquisition, and such increase may be effected during the
course of such year or afterwards.

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                  (c) RIGHTS OF EMPLOYEES. A Participant's participation in this
Plan does not create any obligation whatsoever by the Company or any of its
subsidiaries to continue such Participant's employment or otherwise effect the
Company's right to terminate such Participant's employment at will, with or
without cause in the sole discretion of the Company or any of the Company's
subsidiaries which is an employer of such Participant; PROVIDED, HOWEVER, that
nothing contained in this Section 6(c) shall be construed to amend or modify in
any respect any written employment agreements between the Company and any
Participant. No person shall solely as a result of the existence of this Plan or
such person's participation herein be entitled to review or have access to the
books and records of the Company or any of its subsidiaries. The Company shall
provide each Participant with a copy of the Company's annual audited financial
statements, along with a schedule showing how such Participant's Period Payment
was calculated.

         7. EFFECTIVE DATE OF PLAN. The Plan shall be effective January 1, 1999.

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                                   SCHEDULE 2

                              LIST OF PARTICIPANTS

PARTICIPANT                      BASE SALARY(1)
-----------                      --------------

Dale S. Baker .................  $

James D. Innella ..............

Benito Quevedo.................

------------
(1) Base Salary is subject to annual cost-of-living adjustments.

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                                 SCHEDULE 4(B)

              APPLICABLE EARNING LEVELS AND ALLOCABLE PERCENTAGES

APPLICABLE EARNING LEVELS                ALLOCABLE PERCENTAGE
-------------------------------------------------------------

90% of Management Case EBITDA                 50%

100% of Management Case EBITDA               100%

115% of Management Case EBITDA               125%

If the Company's actual EBITDA for any Period is between two Applicable
Earning Levels, then the Allocable Percentage for the Period Payments for
such Period shall be determined through linear interpolation in the following
manner. The Allocable Percentage shall be equal to the sum of (i) the
Allocable Percentage pertaining to the lower of the two Applicable Earning
Levels, plus (ii) the product of the difference between the Allocable
Percentages pertaining to the two Applicable Earning Levels, multipled by a
fraction, the numerator of which is the Company's actual EBITDA minus the lower
of the two Applicable Earning Levels, and the denominator of which the
difference between the two Applicable Earning Levels. For example, for the
fiscal year 1999, if the Company's actual EBITDA is 95% of the Management Case
EBITDA, then the corresponding Allocable Percentage shall be 75%. Alternatively,
for the fiscal year 1999, if the Company's actual EBITDA is 110% of the
Management Case EBITDA, then the corresponding Allocable Percentage shall be
116.6667%. In no event shall the Allocable Percentage exceed the highest
Allocable Percentage set forth in the table above.

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