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                         UNITED STATES DISTRICT COURT
                         SOUTHERN DISTRICT OF FLORIDA
                                MIAMI DIVISION

                       Case No. 99-2560-CIV-MORENO/DUBE


H. ROBERT HOLMES, As Trustee for the Holmes
Family Trust, On Behalf of Himself and
All Others Similarly Situated,

                    Plaintiff,
     v.

DALE S. BAKER, GARLAN BRAITHWAITE,
HAROLD M. WOODY, JOSEPH E.
CIVILETTO, GEORGE F. BAKER III,
JEFFREY N. GREENBLATT, AVIATION
SALES COMPANY and ARTHUR ANDERSEN
LLP,

                    Defendants.


                           STIPULATION OF SETTLEMENT
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     This Stipulation of Settlement (the "Stipulation"), dated as of May 6,
2002, is made and entered into by and among the following Settling Parties (as
further defined in Section IV hereof) to Holmes v. Dale S. Baker, et al.,
Southern District of Florida, Case No. 99-2560-CIV-MORENO (the "Litigation"):
(i) the Lead Plaintiffs (on behalf of themselves and the Class), by and through
their counsel of record in the Litigation; and (ii) the Defendants, by and
through their counsel of record in the Litigation.  The Stipulation is intended
by the Settling Parties to fully, finally and forever resolve, discharge and
settle the Released Claims (as defined in (P)1.17), upon and subject to the
terms and conditions hereof (the "Settlement").

                              I.  THE LITIGATION

     The following cases were commenced in the United States District Court for
the Southern District of Florida, Miami Division, on or after September 23,
1999: (1) Holmes v. Dale S. Baker, et al., No. 99-2560-CIV-MORENO; (2) Greenberg
v. Dale S. Baker, et al., No. 99-2603-CIV-MORENO; (3) Feil v. Dale S. Baker, et
al., No. 99-2965-CIV-MORENO; (4) Smith v. Dale S. Baker, et al., No. 99-2681-
CIV-MORENO; (5) Fowler v. Dale S. Baker, et al., No. 99-2710-CIV-GOLD; and (6)
Mica v. Dale S. Baker, et al., No. 99-2657-CIV-MORENO.  By Order dated January
19, 2000, these actions were consolidated for all purposes under the caption
Holmes v. Dale S. Baker, et al., No. 99-2560-CIV-MORENO.

     On January 19, 2000, the Court appointed the Holmes Family Plaintiffs as
Lead Plaintiffs, and appointed the law firms of Kaplan Fox & Kilsheimer LLP
("Kaplan Fox"), Milberg Weiss Bershad Hynes & Lerach LLP ("Milberg Weiss") and
Myron M. Cherry & Associates as Co-Lead Counsel for the Class.

     On March 13, 2000, plaintiffs filed an Amended Class Action Complaint for
violations of the federal securities laws, which alleged violations of Sections
11 and 15 of the Securities Act of 1933 ("Securities Act") and Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934

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("Exchange Act"), and Rule 10b-5 promulgated thereunder, against Aviation Sales
Company, now known as TIMCO Aviation Services, Inc. ("AVS"), Dale S. Baker,
Garlan Braithwaite, Harold M. Woody, Joseph E. Civiletto and Arthur Andersen LLP
("Arthur Andersen"). That complaint was brought on behalf of all persons who
purchased or otherwise acquired AVS stock during the period March 26, 1998
through and including January 28, 2000 or purchased AVS stock in a secondary
offering which became effective June 10, 1999.

     On September 14, 2000, plaintiffs filed a Second Amended Complaint which
added George F. Baker, III and Jeffrey N. Greenblatt as defendants and extended
the class period to April 30, 1997 through and including April 14, 2000.
Defendants moved to dismiss the Second Amended Complaint.

     On August 22, 2001, after oral argument, the Honorable Federico Moreno
issued an order granting in part and denying in part defendants' motions.  The
Order denied defendants' motions to dismiss the claims brought under Sections 11
and 15 of the Securities Act, but dismissed the claims brought under Section
10(b) of the Exchange Act with leave to replead, except as to Arthur Andersen,
which it dismissed with prejudice with respect to the 10(b) claim.

     On September 21, 2001, plaintiffs filed the Third Amended Complaint (the
"Complaint"), On October 22, 2001, AVS and the individual defendants
("Individual Defendants"), against whom the 10(b) claims are alleged, filed new
motions to dismiss the Section 10(b) and 20(a) claims.  Briefing was completed
on those motions on January 15, 2002.  The settlement set forth in this
Stipulation was reached prior to any decision on these motions.

             II.  DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY

     Defendants have denied, and continue to deny, each and every claim and
contention alleged by Lead Plaintiffs in the Litigation.  Defendants have
expressly denied, and continue to deny, all charges of wrongdoing or liability
against them arising out of any of the conduct,

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statements, acts or omissions alleged, or that could have been alleged, in the
Litigation. Defendants have also denied, and continue to deny, inter alia, the
allegations that Lead Plaintiffs or the Class have suffered damage, that the
price of AVS common stock was artificially inflated by reasons of alleged
misrepresentations, non-disclosures or otherwise, or that Lead Plaintiffs or the
Class were harmed by the conduct alleged in the Litigation.

     Nonetheless, Defendants have concluded that further conduct of the
Litigation would be protracted and expensive, and that it is desirable that the
Litigation be fully and finally settled in the manner and upon the terms and
conditions set forth in this Stipulation.  Defendants have also taken into
account the uncertainty and risks inherent in any litigation, especially in
complex cases like the Litigation.  Defendants have therefore determined that it
is desirable and beneficial to them that the Litigation be settled in the manner
and upon the terms and conditions set forth in this Stipulation.

        III.  CLAIMS OF THE LEAD PLAINTIFFS AND BENEFITS OF SETTLEMENT

     Lead Plaintiffs believe that the claims asserted in the Litigation have
merit and that the evidence developed to date supports the claims.  However,
Plaintiffs' Co-Lead Counsel recognize and acknowledge the expense and length of
continued proceedings necessary to prosecute the Litigation against Defendants
through trial and through appeals.  Plaintiffs' Co-Lead Counsel have also taken
into account the uncertain outcome and the risk of any litigation, especially in
complex actions such as the Litigation, as well as the difficulties and delays
inherent in such litigation.  Plaintiffs' Co-Lead Counsel are also mindful of
the inherent problems of proof under and possible defenses to the federal
securities law violations asserted in the Litigation.  Plaintiffs' Co-Lead
Counsel believe that the Settlement set forth in the Stipulation confers
substantial benefits upon the Class Members.  Based on their evaluation,

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Plaintiffs' Co-Lead Counsel have determined that the Settlement set forth in the
Stipulation is in the best interests of Lead Plaintiffs and the Class Members.

             IV.  TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

     NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among Lead
Plaintiffs (for themselves and the Class) and Defendants, by and through their
respective counsel of record, that, subject to the approval of the Court, the
Litigation and the Released Claims shall be finally and fully compromised,
settled and released, and the Litigation shall be dismissed with prejudice, as
to all Settling Parties, upon and subject to the terms and conditions of the
Stipulation.

1.   Definitions

     As used in the Stipulation the following terms have the meanings specified
below:

     1.1  "Authorized Claimant" or "Authorized Claimants" means any member of
the Class whose claim for recovery has been allowed pursuant to the terms of the
Stipulation.

     1.2 "Claimant" means any Class Member who files a Proof of Claim in such
form and manner, and within such time, as the Court shall prescribe.

     1.3  "Claims Administrator" means the firm of Gilardi & Co. LLC.

     1.4  "Class" means all Persons who purchased or otherwise acquired the
stock of AVS during the period April 30, 1997 through and including April 14,
2000, including those Persons who purchased AVS stock in a secondary offering
which became effective June 10, 1999 (the "Secondary Offering"). Excluded from
the Class are Defendants, members of each of the immediate families of the
Individual Defendants, any entity in which any Defendant has or had a
controlling interest, current and former directors and officers of AVS and
members of their immediate families, current and former partners of Arthur
Andersen, and the legal representatives, heirs, successors, or assigns of any
such excluded Person or entity.

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     1.5  "Class Member" means a Person who falls within the definition of the
Class as set forth in (P)1.4 of the Stipulation and who has not submitted a
valid request for exclusion.

     1.6  "Class Period" means the period April 30, 1997 through and including
April 14, 2000.

     1.7  "Defendants" means AVS, Dale S. Baker, Garlan Braithwaite, Harold M.
Woody, Joseph E. Civiletto, George F. Baker III, Jeffrey N. Greenblatt and
Arthur Andersen.

     1.8  "Effective Date" means the first date by which all of the events and
conditions specified in (P)7.1 of the Stipulation have been met and have
occurred.

     1.9  "Escrow Agents" shall collectively mean the Arthur Andersen Escrow
Agent and the AVS Escrow Agents as defined below:

          (a)  "Arthur Andersen Escrow Agent" means the entity designated as the
"Escrow Agent" pursuant to the "Escrow Agreement With Defendant Arthur Andersen"
entered into by Arthur Andersen and  Plaintiffs' Co-Lead Counsel on or about
April 18, 2002.

          (b) "AVS Escrow Agents" means the entities designated as the "Escrow
Agent" pursuant to the "Escrow Agreement With Aviation Sales Defendants" entered
into by counsel for AVS and Plaintiffs' Co-Lead Counsel as of May 6, 2002.

     1.10 "Final" means the later of: (i) if there is an appeal, the date on
which the Judgment, which has not been altered, amended or modified in any
respect by any Court without express consent by all parties, is no longer
subject to any further judicial review or appeal whatsoever, whether by reason
of affirmance by a court of last resort, lapse of time, voluntary dismissal of
appeal or otherwise; or (ii) if no appeal is filed, the expiration date of the
time for the filing or noticing of any appeal from the Court's Judgment
approving the Stipulation substantially in the form of Exhibit B hereto; i.e.,
thirty (30) days after entry of the Judgment.

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For purposes of this paragraph, an "appeal" shall include any request for
reargument or reconsideration or petition for a writ of certiorari or other writ
that may be filed in connection with approval or disapproval of this settlement.
Any proceeding or order, or any appeal or petition for a writ of certiorari
pertaining solely to any plan of allocation and/or application for attorneys'
fees, costs or expenses, shall not in any way delay or preclude the Judgment
from becoming Final.

     1.11  "Judgment" means the Final Judgment and Order of Dismissal with
Prejudice ("Order and Final Judgment") to be rendered by the Court in the form
attached hereto as Exhibit B.

     1.12  "Lead Plaintiffs" means H. Robert Holmes, as Trustee for the Holmes
Family Trust, H. Robert Holmes IRA, H. Robert Holmes, as General Partner of
Gilford Partners, Debra Holmes, Debra Holmes, as Trustee for Kelly E. Holmes,
and Debra Holmes, as Trustee for William B. Holmes.

     1.13  "Person" means an individual, corporation, partnership, limited
partnership, association, joint stock company, estate, legal representative,
trust, unincorporated association, government or any political subdivision or
agency thereof, and any business or legal entity and their spouses, heirs,
predecessors, successors, representatives, agents or assignees.

     1.14  "Plaintiffs' Co-Lead Counsel" means Kaplan Fox & Kilsheimer LLP,
Robert N. Kaplan, Christine M. Fox, 805 Third Avenue, 22nd Floor, New York, NY
10022, Telephone (212) 687-1980; Milberg Weiss Bershad Hynes & Lerach LLP,
Kenneth J. Vianale, 5355 Town Center Road, Suite 900, Boca Raton, FL 33486,
Telephone (561) 361-5000; Myron M. Cherry & Associates, Myron M. Cherry, Daniel
Becka, 30 N. LaSalle Street, Chicago, IL 60602, Telephone (312) 372-2100.

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     1.15 "Plan of Allocation" means a plan or formula for allocating the
Settlement Fund to Authorized Claimants after payment of expenses of notice and
administration of the Settlement, Taxes and Tax Expenses, and such attorneys'
fees, costs, expenses and interest as may be awarded by the Court. Any Plan of
Allocation is not part of the Stipulation and the Released Parties shall have no
responsibility or liability with respect thereto.

     1.16 "Released Parties" shall collectively mean the "AVS Released Parties"
and the "Arthur Andersen Released Parties" as defined below:

          (a) "AVS Released Parties" means AVS and the Individual Defendants and
each of AVS' and the Individual Defendants' past or present directors, officers,
employees, partners, members, principals, agents, underwriters, insurers, co-
insurers, reinsurers, controlling shareholders, attorneys, solicitors, banks or
investment banks, associates, personal or legal representatives, predecessors,
successors, parents, subsidiaries, divisions, joint ventures, assigns, spouses,
heirs, related or affiliated entities, any entity in which AVS or any of the
Individual Defendants has a controlling interest, any members of their immediate
families, or any trust of which AVS or any of the Individual Defendants is the
settlor or which is for the benefit of AVS or any of the Individual Defendants
and/or member(s) of his or her family.

          (b) "Arthur Andersen Released Parties" means Arthur Andersen and each
of Arthur Andersen's past or present directors, officers, employees, partners,
members, principals, agents, underwriters, insurers, co-insurers, reinsurers,
controlling shareholders, attorneys, solicitors, banks or investment banks,
associates, personal or legal representatives, predecessors, successors,
parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs,
related or affiliated entities, any entity in which in which Arthur Andersen has
a controlling interest, any

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members of Arthur Andersen partners' immediate families, or any trust of which
Arthur Andersen is the settlor or which is for the benefit of Arthur Andersen.

     1.17 "Released Claims" shall mean any and all claims, demands, rights,
causes of action or liabilities, of every nature and description whatsoever,
whether based in law or equity, on federal, state, local, statutory or common
law, or any other law, rule or regulation, including both known claims and
Unknown Claims (as defined in (P)1.22 below), that have been or could have been
asserted directly, indirectly, representatively or in any other capacity, in any
forum by the Class Members, or any of them, or the successors or assigns of any
of them, whether directly, indirectly, representatively or in any other
capacity, against any of the Released Parties, which arise out of, or relate in
any way to, the allegations, transactions, facts, events, matters, occurrences,
acts, representations or omissions involved, set forth, referred to, or that
could have been asserted in the Litigation, including, without limitation,
claims for negligence, gross negligence, breach of duty of care, breach of duty
of loyalty, breach of duty of candor, fraud, negligent misrepresentation, and
breach of fiduciary duty, arising out of, based upon or related in any way to
the purchase, acquisition, sale or disposition of AVS securities by any Class
Member in the Secondary Offering or during the Class Period.

     1.18 "Representative Plaintiffs" means each plaintiff named in the
Litigation.

     1.19 "Representative Plaintiffs' Counsel" means every counsel who has
appeared for any Representative Plaintiff in the Litigation.

     1.20 "Settlement Fund" means: (1) the principal amount of Eleven Million,
Nine Hundred Thousand Dollars ($11,900,000) paid, in cash, pursuant to (P)(P)2.1
and 2.2 of the Stipulation and delivered to the Escrow Agents, plus any accrued
interest; and (2) the securities described in Exhibit C.

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     1.21 "Settling Parties" means, collectively, each of the Defendants and the
Representative Plaintiffs on behalf of themselves and the Class Members.

     1.22 "Unknown Claims" means any and all Released Claims which any Plaintiff
or Class Member does not know or suspect to exist in his, her, or its favor at
the time of the release of the Released Parties, which, if known by him, her, or
it might have affected his, her or its decision(s) with respect to the
Stipulation. With respect to any and all Released Claims, the Settling Parties
stipulate and agree that upon the Effective Date, the Lead Plaintiffs and
Defendants shall expressly, and each Class Member shall be deemed to have, and
by operation of the Judgment shall have, expressly waived any and all
provisions, rights, and benefits conferred by any law of any state or territory
of the United States, or principle of common law, which is similar, comparable,
or equivalent to Cal. Civ. Code (S) 1542, which provides:

     A general release does not extend to claims which the creditor does not
     know or suspect to exist in his favor at the time of executing the release,
     which if known by him must have materially affected his settlement with the
     debtor.

Lead Plaintiffs and Defendants acknowledge, and Class Members by operation of
law shall be deemed to have acknowledged, that the inclusion of "Unknown Claims"
in the definition of Released Claims was separately bargained for and was a
material element of the Settlement.

2.   The Settlement

     a.  The Settlement Fund

     2.1 Pursuant to the Escrow Agreement between Arthur Andersen and
Plaintiffs' Co-Lead Counsel, defendant Arthur Andersen transmitted, on or about
April 19, 2002, via wire transfer the sum of $400,000 in cash to an account
designated by the Arthur Andersen Escrow Agent.

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     2.2 On or before May 8, 2002, defendants, other than Arthur Andersen, shall
cause to be transmitted via wire transfer the sum of $11.5 million to an account
designated by the AVS Escrow Agents.

     2.3 After the Effective Date, AVS shall cause, at its expense, the
securities described in Exhibit C to be distributed, in whole or in part, in
accordance with Plaintiffs' Co-Lead Counsel's written instructions.

     2.4 After the Effective Date, the AVS representative to the Escrow
Agreement With Aviation Sales Defendants shall resign, as set forth therein.

     2.5 It is contemplated that there will be at least two dates of
distribution for both cash and securities: (i) the date of the distribution of
attorneys' fees and costs awarded by the Court to plaintiffs' counsel; and (ii)
the date of the distribution to Class Members.

     b.  The Escrow Agents

     2.6 The Escrow Agents shall invest the Settlement Fund deposited pursuant
to (P)(P)2.1 and 2.2 above in instruments backed by the full faith and credit of
the United States Government or fully insured by the United States Government or
an agency thereof and shall reinvest the proceeds of these instruments as they
mature in similar instruments at their then current market rates.

     2.7 The Escrow Agents shall not disburse the Settlement Fund except as
provided in the Stipulation, or by an order of the Court.

     2.8 Subject to further order and/or directions as may be made by the Court,
the Escrow Agents are authorized to execute such transactions on behalf of the
Class as are consistent with the terms of the Stipulation.

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     2.9  All funds held by the Escrow Agents shall be deemed and considered to
be in custodia legis of the Court, and shall remain subject to the jurisdiction
of the Court, until such time as such funds shall be distributed pursuant to the
Stipulation and/or further order(s) of the Court. All Settling Parties agree to
hold the Escrow Agents harmless for any actions taken by them pursuant to the
Stipulation and the Escrow Agreements.

     2.10 After the Court grants preliminary approval of the Stipulation,
Plaintiffs' Co-Lead Counsel shall establish a "Class Notice and Administration
Fund," and the Escrow Agents shall deposit up to $100,000 from the Settlement
Fund into such fund. The Class Notice and Administration Fund may be used by
Plaintiffs' Co-Lead Counsel to pay costs and expenses reasonably and actually
incurred in connection with providing Notice to the Class, locating members of
the Class, soliciting Class claims, assisting with the filing of claims,
administering and distributing the Settlement Fund to Authorized Claimants, and
processing Proof of Claim and Release forms, provided, however, that no such
costs shall be paid prior to Court approval of the Notice Order in (P)3.1,
below. The Class Notice and Administration Fund shall also be invested and earn
interest as provided for in (P)2.6 of this Stipulation.

     c.   Taxes

     2.11 (a) For the purpose of this (P)2.11, references to the Settlement Fund
shall include both the cash portion of the Settlement Fund and the Class Notice
and Administration Fund and shall also include any earnings thereon.

          (b) The Settling Parties and the Escrow Agents agree that the cash
portion of the Settlement Fund is intended to be at all times a "qualified
settlement fund" within the meaning of Treas. Reg. Sec. 1.468B-1.  In addition,
the Escrow Agents shall timely make such elections as necessary or advisable to
carry out the provisions of this (P)2.11, including the

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"relation-back election" (as defined in Treas. Reg. Sec. 1.468B-1) back to the
earliest permitted date. Such elections shall be made in compliance with the
procedures and requirements contained in such regulations. It shall be the
responsibility of the Escrow Agents to timely and properly prepare and deliver
the necessary documentation for signature by all necessary parties, and
thereafter to cause the appropriate filing to occur.

          (c) For the purpose of (S)468B of the Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder, the "administrator"
shall be the Escrow Agents.  The Escrow Agents shall timely and properly file
all informational and other tax returns necessary or advisable with respect to
the Settlement Fund (including without limitation the returns described in
Treas. Reg. Sec. 1.468B-2(k)).  Such returns (as well as the election described
in (P)2.11(b)) shall be consistent with this (P)2.11 and in all events shall
reflect that all Taxes (including any estimated Taxes, interest or penalties) on
the income earned by the cash portion of the Settlement Fund shall be paid out
of the Settlement Fund as provided in (P)2.11(d) hereof.

          (d) All (i) Taxes (including any estimated Taxes, interest or
penalties) arising with respect to the income earned by the Settlement Fund,
including any Taxes or tax detriments that may be imposed upon Defendants or
Defendants' counsel with respect to any income earned by the Settlement Fund for
any period during which the Settlement Fund does not qualify as a "qualified
settlement fund" for federal or state income tax purposes ("Taxes"), and (ii)
expenses and costs incurred in connection with the operation and implementation
of this (P)2.11 (including, without limitation, expenses of tax attorneys and/or
accountants and mailing and distribution costs and expenses relating to filing
(or failing to file) the returns described in this (P)2.11) ("Tax Expenses"),
shall be paid out of the Settlement Fund; in all events Defendants and their
counsel

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shall have no liability or responsibility for the Taxes or the Tax Expenses. The
Settlement Fund shall indemnify and hold each of the Defendants and Defendants'
counsel harmless for Taxes and Tax Expenses (including, without limitation,
Taxes payable by reason of any such indemnification). Further, Taxes and Tax
Expenses shall be treated as, and considered to be, a cost of administration of
the Settlement Fund and shall be timely paid by the Escrow Agents out of the
Settlement Fund without prior order from the Court and the Escrow Agents shall
be obligated (notwithstanding anything herein to the contrary) to withhold from
distribution to Authorized Claimants any funds necessary to pay such amounts
including the establishment of adequate reserves for any Taxes and Tax Expenses
(as well as any amounts that may be required to be withheld under Treas. Reg.
Sec. 1.468B-2(l)(2)); neither Defendants nor their counsel are responsible nor
shall they have any liability therefor. The parties hereto agree to cooperate
with the Escrow Agents, each other, and their tax attorneys and accountants to
the extent reasonably necessary to carry out the provisions of this (P)2.11.

     d.  Termination of Settlement

     2.12 In the event that the Stipulation is not approved, or is terminated,
canceled, or fails to become effective for any reason, the Settlement Fund
(including accrued interest net of Taxes and Tax Expenses) less expenses
actually incurred or due and owing in connection with notice costs and
administration of the Settlement provided for herein, shall be refunded to
Defendants as described in (P)7.5 below. Notwithstanding anything herein to the
contrary, in the event that the preliminary approval order is not entered, the
entire Settlement Fund and interest (net of Taxes and Tax Expenses), including
the Class Notice and Administration Fund, shall be refunded by the Escrow Agents
pursuant to written instructions from counsel for AVS, as to the principal
amount of Eleven Million, Five Hundred Thousand Dollars ($11,500,000) plus
interest,

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or Arthur Andersen, as to the principal amount of Four Hundred Thousand Dollars
($400,000) plus interest.

3.   Notice Order and Settlement Hearing

     3.1  Within five (5) business days after execution of the Stipulation,
Plaintiffs' Co-Lead Counsel shall submit the Stipulation together with its
Exhibits to the Court and shall apply for entry of an order (the "Notice
Order"), substantially in the form of Exhibit A hereto, requesting, inter alia,
the certification of the Class for the purpose of settlement, preliminary
approval of the Settlement set forth in the Stipulation, including approval for
the mailing and publication of a settlement notice (the "Notice"), substantially
in the form of Exhibits A-1 and A-3 hereto, which shall include the general
terms of the Settlement set forth in the Stipulation, the proposed Plan of
Allocation, the general terms of the Fee and Expense Application as defined in
(P)6.1 below and the date of the Settlement Hearing as defined below.

     3.2  Plaintiffs' Co-Lead Counsel shall request that, after Notice is given,
the Court hold a hearing (the "Settlement Hearing") and approve the Settlement
of the Litigation as set forth herein. At or after the Settlement Hearing,
Plaintiffs' Co-Lead Counsel also will request that the Court approve the
proposed Plan of Allocation and the Fee and Expense Application.

4.   Releases

     4.1  Upon the Effective Date, as defined in (P)1.8, Lead Plaintiffs and
each of the Class Members on behalf of themselves, their heirs, executors,
administrators, successors, assigns, officers, and directors, and any persons
they represent, all in their capacities as such, shall be deemed to have, and by
operation of the Judgment shall have, fully, finally, and forever released,
relinquished and discharged all Released Claims against the Released Parties,
whether or not such Class Member executes and delivers the Proof of Claim and
Release, or otherwise shares in the Settlement Fund.

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     4.2  The Proof of Claim and Release to be executed by Class Members shall
be substantially in the form contained in Exhibit A-2 hereto.

     4.3  Upon the Effective Date, as defined in (P)1.8, each of the Released
Parties shall be deemed to have, and by operation of the Judgment shall have,
fully, finally, and forever released, relinquished and discharged each and all
of the Class Members and Plaintiffs' Co-Lead Counsel from all claims (including
"Unknown Claims"), arising out of, relating to, or in connection with the
institution, prosecution, assertion, settlement or resolution of the Litigation
or the Released Claims.

     4.4  (a)  Each Lead Plaintiff and Class Member shall be deemed to have
covenanted to refrain from instituting, commencing or prosecuting, either
directly, indirectly, representatively or in any other capacity, any and all
claims, demands, rights, causes of action or liabilities, of every nature and
description whatsoever, whether based in law or equity, on federal, state,
local, statutory or common law, or any other law, rule or regulation, including
both known claims and Unknown Claims, that have been or could have been asserted
directly, indirectly, representatively or in any other capacity, in any forum by
the Class Members, or any of them, or the successors or assigns of any of them,
against any of the Released Parties, which arise out of, or relate in any way
to, or could have been asserted based upon, the allegations, transactions,
facts, events, matters, occurrences, acts, representations or omissions
involved, set forth, referred to, or which relate directly or indirectly to the
Litigation, including, without limitation, claims for negligence, gross
negligence, breach of duty of care, breach of duty of loyalty, breach of duty of
candor, fraud, negligent misrepresentation, and breach of fiduciary duty.

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     4.4  (b)  The Order and Final Judgment, set forth in Exhibit B hereto,
shall include a Final bar order finally discharging the Released Parties (i)
from the Released Claims by the Plaintiffs and the Class; and (ii) from all
claims for contribution or equitable indemnification by any person or entity,
directly, indirectly, representatively or in any other capacity, whether arising
under state, federal or common law, based upon, arising out of, relating to, or
in connection with the Released Claims of Plaintiffs, the Class or any Class
Member.

5.   Administration and Calculation of Claims, Final Awards and Supervision and
     Distribution of Settlement Fund

     5.1  Plaintiffs' Co-Lead Counsel, or their authorized agents, acting on
behalf of the Class, and subject to such supervision and direction of the Court
as may be necessary or as circumstances may require, shall administer and
calculate the claims submitted by Class Members and shall oversee distribution
of the Net Settlement Fund (defined below) to Authorized Claimants.

     5.2  The Settlement Fund shall be applied as follows:

          (a)  To pay all the costs and expenses reasonably and actually
incurred in connection with providing Notice, locating members of the Class,
soliciting Class claims, assisting with the filing of claims, administering and
distributing the Settlement Fund to Authorized Claimants, and processing Proof
of Claim and Release forms;

          (b)  To pay the Taxes and Tax Expenses described in (P)2.11 above;

          (c)  To pay plaintiffs' counsel's attorneys' fees, expenses and costs
with interest thereon (the "Fee and Expense Award"), if and to the extent
allowed by the Court; and

          (d)  To distribute the balance of the Settlement Fund (the "Net
Settlement Fund") to Authorized Claimants as allowed by the Stipulation, the
Plan of Allocation, or the Court.

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<PAGE>

     5.3  Upon the Effective Date and thereafter, and in accordance with the
terms of the Stipulation, the Plan of Allocation, or such further approval and
further order(s) of the Court as may be necessary or as circumstances may
require, the Net Settlement Fund shall be distributed to Authorized Claimants,
subject to and in accordance with the following:

     5.4  Within ninety (90) days after the mailing of the Notice or such other
time as may be set by the Court, each Person claiming to be an Authorized
Claimant shall be required to submit to the Claims Administrator a completed
Proof of Claim and Release, substantially in the form of Exhibit A-2 hereto,
signed under penalty of perjury and supported by such documents as specified in
the Proof of Claim and Release and as are reasonably available to the Authorized
Claimant.

     5.5  Except as otherwise ordered by the Court, all Class Members who fail
to timely submit a Proof of Claim and Release within such period, or such other
period as may be ordered by the Court, or otherwise allowed, shall be forever
barred from receiving any payments pursuant to the Stipulation and the
Settlement set forth herein, but will in all other respects be subject to and
bound by the provisions of the Stipulation, the releases contained herein, and
the Judgment.

     5.6  The Net Settlement Fund shall be distributed to the Authorized
Claimants substantially in accordance with a Plan of Allocation to be described
in the Notice and approved by the Court.

     5.7  The Released Parties shall not have any responsibility for, interest
in, or liability whatsoever with respect to the providing of notice, the
investment or distribution of the Net Settlement Fund, the Plan of Allocation,
the determination, administration, or calculation of claims, the payment or
withholding of Taxes, or any losses incurred in connection therewith.

                                     -17-
<PAGE>

     5.8  No Person shall have any claim against Plaintiffs' Co-Lead Counsel or
any claims administrator, or other agent designated by Plaintiffs' Co-Lead
Counsel, based on the distributions made in accordance with the Stipulation and
the Settlement contained therein, the Plan of Allocation, or further orders of
the Court.

     5.9  It is understood and agreed by the Settling Parties that any proposed
Plan of Allocation of the Net Settlement Fund including, but not limited to, any
adjustments to an Authorized Claimant's claim set forth therein, is not a part
of the Stipulation and is to be considered by the Court separately from the
Court's consideration of the fairness, reasonableness and adequacy of the
Settlement set forth in the Stipulation, and any order or proceedings relating
to the Plan of Allocation shall not operate to terminate or cancel the
Stipulation or affect the finality of the Court's Judgment approving the
Stipulation and the Settlement set forth therein, or any other orders entered
pursuant to the Stipulation.

6.   Representative Plaintiffs' Counsel's Attorneys' Fees and Reimbursement of
     Expenses

     6.1  Plaintiffs' Co-Lead Counsel may submit an application or applications
(the "Fee and Expense Application") for distributions to plaintiffs' counsel
from the Settlement Fund for: (a) an award of attorneys' fees; plus (b)
reimbursement of expenses, including the fees and expenses of any Lead
Plaintiffs, experts or consultants, incurred in connection with prosecuting the
Litigation, plus any interest on such attorneys' fees, costs and expenses at the
same rate and for the same periods as earned by the Settlement Fund (until paid)
as may be awarded by the Court. There shall be no distribution from the
Settlement Fund for the purposes provided in this (P)6.1 until after the
Effective Date. Plaintiffs' Co-Lead Counsel reserve the right to make additional
applications for fees and expenses incurred.

                                     -18-
<PAGE>

     6.2  The attorneys' fees and expenses, including the fees and expenses of
experts and consultants, as awarded by the Court, shall be paid to Plaintiffs'
Co-Lead Counsel from the Settlement Fund, immediately after the Court executes
an order awarding such fees and expenses, provided, however, that no such
payments shall be made prior to the Effective Date.  Plaintiffs' Co-Lead Counsel
shall thereafter allocate the attorneys' fees amongst Representative Plaintiffs'
Counsel in a manner in which Plaintiffs' Co-Lead Counsel in good faith believe
reflects the contributions of such counsel to the prosecution and settlement of
the Litigation.

     6.3  The procedure for and the allowance or disallowance by the Court of
any application by Plaintiffs' Co-Lead Counsel for attorneys' fees and expenses,
including the fees and expenses of experts and consultants, to be paid out of
the Settlement Fund, are not part of the Settlement set forth in the
Stipulation, and are to be considered by the Court separately from the Court's
consideration of the fairness, reasonableness and adequacy of the Settlement set
forth in the Stipulation, and any order or proceedings relating to the Fee and
Expense Application, or any appeal from any order relating thereto or reversal
or modification thereof, shall not operate to terminate or cancel the
Stipulation, or affect or delay the finality of the Judgment approving the
Stipulation and the Settlement of the Litigation set forth therein.

     6.4  The Released Parties shall have no responsibility for, and no
liability whatsoever with respect to, any payment to Plaintiffs' Co-Lead
Counsel, any Representative Plaintiffs' Counsel, or any other counsel or Person
who receives payment from the Settlement Fund.

     6.5  The Released Parties shall have no responsibility for, and no
liability whatsoever with respect to, the allocation among Representative
Plaintiffs' Counsel and/or any other Person who may assert some claim thereto,
of any Fee and Expense Award that the Court may make in the Litigation.

                                     -19-
<PAGE>

7.   Conditions of Settlement, Effect of Disapproval, Cancellation or
     Termination

     7.1  The Effective Date of the Stipulation shall be conditioned on the
occurrence of all of the following events:

          (a)  AVS and Arthur Andersen have timely made their contributions to
the Settlement Fund as required by (P)2.1 and (P)2.2, respectively, above;

          (b)  The Court has entered the Notice Order as required by (P)3.1;

          (c)  The Court has certified the settlement class;

          (d)  There shall not have been notice of intent to withdraw from this
Settlement pursuant to (P)7.4. It is the intent of the Settling Parties that any
notice of intent to withdraw by Arthur Andersen shall be effective only as to
Arthur Andersen, and that any notice of intent to withdraw by AVS and the
Individual Defendants shall be effective only as to AVS and the Individual
Defendants;

          (e)  The Court has entered the Judgment in the form of Exhibit B
hereto; and

          (f)  The Judgment has become Final, as defined in (P)1.10, above.

     7.2  Upon the occurrence of all of the events referenced in (P)7.1 above,
any and all remaining interest or right of Defendants in or to the Settlement
Fund, if any, shall be absolutely and forever extinguished.

     7.3  If all of the conditions specified in (P)7.1 are not met, then the
Stipulation shall be canceled and terminated subject to (P)7.6 unless
Plaintiffs' Co-Lead Counsel and counsel for Defendants mutually agree in writing
to proceed with the Stipulation.

     7.4  If prior to the Settlement Hearing, Persons who otherwise would be
members of the Class have timely requested exclusion ("Requests for Exclusion")
from the Class in accordance with the provisions of the Notice Order and the
notice given pursuant thereto, and such Persons in the aggregate purchased a
number of shares of AVS common stock during the

                                     -20-
<PAGE>

Class Period in an amount greater than the sum specified in a separate
supplemental agreement (the "Supplemental Agreement") between the Settling
Parties, AVS shall have the option to terminate the Stipulation, as to the
performance of AVS and the Individual Defendants alone, and Arthur Andersen
shall have the option to terminate the Stipulation, as to its performance alone,
in accordance with the procedures set forth in the Supplemental Agreement. The
Supplemental Agreement will not be filed with the Court unless and until a
dispute among the Settling Parties concerning its interpretation or application
arises. Copies of all Requests for Exclusion received, together with copies of
all written revocations of Requests for Exclusion, shall be delivered to
Defendants' counsel within three (3) days of receipt by Plaintiffs' Co-Lead
Counsel but in no event later than ten (10) business days before the Settlement
Hearing.

     7.5  Unless otherwise ordered by the Court, in the event the Stipulation
shall terminate, or be canceled, or shall not become effective for any reason,
within five (5) business days after written notification of such event is sent
by counsel for AVS or Arthur Andersen or Plaintiffs' Co-Lead Counsel to the
Escrow Agents, the Settlement Fund (including accrued interest), plus any amount
then remaining in the Class Notice and Administration Fund (including accrued
interest), less expenses and any costs which have either been disbursed, or are
chargeable to the Class Notice and Administration Fund, shall be refunded by the
Escrow Agents pursuant to written instructions from counsel for AVS or Arthur
Andersen, as applicable. At the request of counsel for AVS or Arthur Andersen,
the Escrow Agents or their designee shall apply for any tax refund owed to the
Settlement Fund and pay the proceeds, after deduction of any fees or expenses
incurred in connection with such application(s) for refund.

     7.6  In the event that the Stipulation is not approved by the Court or the
Settlement set forth in the Stipulation is terminated or fails to become
effective in accordance with its terms, the

                                     -21-
<PAGE>

Settling Parties shall be restored to their respective positions in the
Litigation as of the date of this Stipulation. In such event, the terms and
provisions of the Stipulation, shall have no further force and effect with
respect to the Settling Parties and shall not be used in the Litigation or in
any other proceeding for any purpose, and any Judgment or order entered by the
Court in accordance with the terms of the Stipulation shall be treated as
vacated, nunc pro tunc. No order of the Court or modification or reversal on
appeal of any order of the Court concerning the Plan of Allocation or the amount
of any attorneys' fees, expenses and interest awarded by the Court to the
Representative Plaintiffs or any of their counsel shall constitute grounds for
cancellation or termination of the Stipulation.

     7.7  If the Effective Date does not occur, or if the Stipulation is
terminated pursuant to its terms, neither the Representative Plaintiffs nor any
of their counsel shall have any obligation to repay any amounts actually and
properly disbursed from the Class Notice and Administration Fund. However, no
funds shall be disbursed for the Class Notice and Administration Fund or any
other purpose prior to the Court's approval of the Notice Order in (P)3.1. In
addition, any expenses already incurred and chargeable to the Class Notice and
Administration Fund pursuant to (P)2.10 hereof at the time of such termination
or cancellation but which have not been paid, shall be paid by the Escrow Agents
in accordance with the terms of the Stipulation prior to the balance being
refunded in accordance with (P)7.5 above.

     7.8  (a) If a case is commenced in respect of any Defendant (other than
Arthur Andersen) under Title 11 of the United States Code (Bankruptcy), or a
trustee, receiver or conservator is appointed, and in the event of the entry of
a final order of a court of competent jurisdiction determining the transfer of
money to the Settlement Fund or any portion thereof by or on behalf of such
Defendant to be a preference, voidable transfer, fraudulent transfer or

                                     -22-
<PAGE>

similar transaction and any portion thereof is required to be returned, and such
amount is not promptly deposited to the Settlement Fund by other Defendants,
then, at the election of Plaintiffs' Co-Lead Counsel, upon compliance with
(P)7.8(b), including the return of the cash and securities provided by AVS to
the Settlement Fund, the parties shall jointly move the Court to vacate and set
aside the releases given and Judgment entered in favor of the AVS Released
Parties (other than Arthur Andersen) pursuant to this Stipulation, which
releases and Judgment shall be null and void, and Plaintiffs, AVS and the
Individual Defendants shall be restored to their respective positions in the
litigation as of the date a day prior to the date of this Stipulation, and
provided further that the Releases provided pursuant to (P)4.3 by the AVS
Released Parties shall also be null and void. The provisions herein shall apply
only to the AVS Released Parties, and the Stipulation would remain in full force
and effect as to Arthur Andersen and the Arthur Andersen Released Parties.

     7.8  (b) In the event that the Judgment as to AVS and the Individual
Defendants is vacated as provided in (P)7.8(a), prior to the distribution of any
portion of the $11.5 million or any of the securities provided by AVS to the
members of the Class, it is the intention of all parties hereto that all of the
$11.5 million (including accrued interest net of Taxes and Tax Expenses, if
any), and any of the securities provided by AVS, shall be returned to AVS,
subject to and pursuant to(P)7.5, and Plaintiffs' Co-Lead Counsel and the AVS
Escrow Agent(s) shall do so unless otherwise ordered by a court of competent
jurisdiction. If any portion of the $11.5 million or any portion of the
securities provided by AVS shall have already been distributed to the members of
the Class, then the provisions of this (P)7.8 shall not apply.

     7.9  (a)  If a case is commenced in respect of Arthur Andersen under Title
11 of the United States Code (Bankruptcy), or a trustee, receiver or conservator
is appointed for Arthur

                                     -23-
<PAGE>

Andersen, and in the event of the entry of a final order of a court of competent
jurisdiction determining the transfer of money to the Settlement Fund or any
portion thereof by Arthur Andersen to be a preference, voidable transfer,
fraudulent transfer or similar transaction and any portion thereof is required
to be returned, and such amount is not promptly deposited to the Settlement Fund
by other Defendants, then, at the election of Plaintiffs' Co-Lead Counsel, upon
compliance with (P)7.9(b), including the return of the cash provided by Arthur
Andersen in the Settlement Fund, the parties shall jointly move the Court to
vacate and set aside the releases given and Judgment entered in favor of the
Arthur Andersen Released Parties pursuant to this Stipulation, which releases
and Judgment shall be null and void, and Plaintiffs and Arthur Andersen shall be
restored to their respective positions in the litigation as of the date a day
prior to the date of this Stipulation, and provided further that the Releases
provided pursuant to (P)4.3 by the Arthur Andersen Released Parties shall also
be null and void. The provisions herein shall apply only to the Arthur Andersen
Released Parties, and the Stipulation would remain in full force and effect as
to all other Defendants and the AVS Released Parties.

     7.9  (b)  In the event that the Judgment as to Arthur Andersen is vacated
as provided in (P)7.9(a) prior to the distribution to the members of the Class
of any portion of the $400,000 (including accrued interest and net of Taxes and
Tax Expenses, if any) provided by Arthur Andersen to the Arthur Andersen Escrow
Agent, all such cash shall be returned to Arthur Andersen subject to and
pursuant to (P)7.5. If any portion of the $400,000 shall have already been
distributed to the members of the Class, then the provisions of this (P)7.9
shall not apply.

     7.10 If Plaintiffs' Counsel shall have received any of the cash or
securities constituting a portion of the Settlement Fund at or prior to such
time as such cash and/or securities are required to be returned under (P)(P) 7.8
and 7.9 above (as the case may be), then each of Plaintiffs'

                                     -24-
<PAGE>

Counsel shall, within five days after receiving notice from Defendant's counsel
or from the Court to this effect, refund to the Escrow Agents the cash fees and
expenses, and refund to AVS the securities, previously paid or distributed to
them from the Settlement Fund, plus interest thereon on the cash returned at the
same rate as would have been earned on the Settlement Fund had it remained in
escrow between the Effective Date and such date. Each such Plaintiffs' Counsel's
law firm, as a condition to receiving such fees and expenses, on behalf of
itself and each partner and/or shareholder of it, agrees that the law firm and
its partners and/or shareholders are subject to the jurisdiction of the Court
for the purpose of enforcing the provisions of this paragraph.

8.   Miscellaneous Provisions

     8.1  The Settling Parties (a) acknowledge that it is their intent to
consummate this agreement; and (b) agree to cooperate to the extent reasonably
necessary to effectuate and implement all terms and conditions of the
Stipulation and to exercise their best efforts to accomplish the foregoing terms
and conditions of the Stipulation.

     8.2  Each Defendant warrants as to himself or itself that, at the time any
of the payments provided for herein are made on behalf of himself or itself, he
or it is not insolvent and such payment will not render him or it insolvent.
This representation is made by each Defendant as to himself or itself and is not
made by counsel for Defendants.

     8.3  The parties intend this Stipulation to be a final and complete
resolution of all disputes between them with respect to the Litigation. The
Settlement compromises claims which are contested and shall not be deemed an
admission by any Settling Party as to the merits of any claim or defense. Other
than the statement that "the Litigation is being settled voluntarily after
consultation with competent legal counsel," the Settling Parties will not make
any statement to any media representative (whether or not for attribution),
regarding the Litigation, information

                                     -25-
<PAGE>

received from other parties during this Litigation, or this Stipulation,
provided, however, that AVS may report the terms of the Settlement in its
filings with the United States Securities and Exchange Commission. The Final
Judgment will contain a statement that during the course of the Litigation, the
parties and their respective counsel at all times complied with the requirements
of Federal Rule of Civil Procedure 11. The Final Judgment shall also contain all
necessary approvals for issuance of the securities described in Exhibit C
pursuant to Section 3(a) (10) of the Securities Act of 1993, and SEC regulations
thereunder. The Settling Parties agree that the amount paid to the Settlement
Fund and the other terms of the Settlement were negotiated in good faith by the
Settling Parties, and reflect a settlement that was reached voluntarily after
consultation with competent legal counsel.

     8.4  Neither the Stipulation nor the Settlement contained therein, nor any
act performed or document executed pursuant to or in furtherance of the
Stipulation or the Settlement: (a) is or may be deemed to be or may be used as
an admission of, or evidence of, the validity of any Released Claim, or of any
wrongdoing or liability of Defendants; or (b) is or may be deemed to be or may
be used as an admission of, or evidence of, any fault or omission of any of
Defendants in any civil, criminal or administrative proceeding in any court,
administrative agency or other tribunal. Defendants may file the Stipulation
and/or the Judgment in any action that may be brought against them in order to
support a defense or counterclaim based on principles of res judicata,
collateral estoppel, release, good faith settlement, judgment bar or reduction
or any other theory of claim preclusion or issue preclusion or similar defense
or counterclaim.

     8.5  The Settling Parties and their counsel and agents agree that all
information or documents provided by another party during the litigation or
mediation shall be treated as

                                     -26-
<PAGE>

confidential information and shall not (a) be disclosed to any other person, and
(b) be used for any other purpose. The Settling Parties further agree that the
agreement to preserve the confidentiality of information provided by another
party shall continue following entry of the Order and Final Judgment, and that
this Court will retain jurisdiction to adjudicate disputes over the treatment of
confidential information. Within forty-five (45) days after the Order and Final
Judgment becomes final (within the meaning of (P)1.10), all documents produced
in this matter shall be returned to the producing party or destroyed, and
counsel of record for the receiving party shall certify in writing that all
documents produced have been returned to the producing party or destroyed, and
shall serve such certification on the producing party.

     8.6  All of the Exhibits to the Stipulation are material and integral parts
thereof and are fully incorporated therein by this reference.

     8.7  The Stipulation may be amended or modified only by a written
instrument signed by or on behalf of all Settling Parties or their respective
successors-in-interest.

     8.8  The Stipulation and the Exhibits attached thereto and the Supplemental
Agreement constitute the entire agreement among the parties hereto and no
representations, warranties or inducements have been made to any party
concerning the Stipulation or its Exhibits other than the representations,
warranties and covenants contained and memorialized in such documents. Except as
otherwise provided therein, each party shall bear its own costs.

     8.9  Plaintiffs' Co-Lead Counsel, on behalf of the Class, are expressly
authorized by the Lead Plaintiffs to take all appropriate action required or
permitted to be taken by the Class pursuant to the Stipulation to effectuate its
terms and also are expressly authorized to enter into any modifications or
amendments to the Stipulation on behalf of the Class which they deem
appropriate.

                                     -27-
<PAGE>

     8.10  Each counsel or other Person executing the Stipulation or any of its
Exhibits on behalf of any party hereto hereby warrants that such Person has the
full authority to do so.

     8.11  The Stipulation may be executed in one or more counterparts,
including by facsimile. All executed counterparts and each of them shall be
deemed to be one and the same instrument. A complete set of original executed
counterparts shall be filed with the Court.

     8.12  The Stipulation shall be binding upon, and inure to the benefit of,
the successors and assigns of the parties hereto.

     8.13  The Court shall retain jurisdiction with respect to implementation
and enforcement of the terms of the Stipulation, and all parties hereto submit
to the jurisdiction of the Court for purposes of implementing and enforcing the
Settlement embodied in the Stipulation.

     8.14  The Stipulation and the Exhibits thereto shall be governed by Federal
Law, including Rule 23 of the Federal Rules of Civil Procedure.

     8.15  To the extent not covered by Federal Law, the Stipulation and the
Exhibits thereto shall be considered to have been negotiated, executed and
delivered, and to be wholly performed, in the State of Florida, and the rights
and obligations of the parties to the Stipulation shall be construed and
enforced in accordance with, and governed by, the internal, substantive laws of
the State of Florida without giving effect to that State's choice of law
principles.

                          [Signatures on next pages]

                                     -28-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be
executed, by their duly authorized attorneys, dated as of May 6, 2002.

                                MILBERG WEISS BERSHAD HYNES
                                & LERACH LLP


                                By:/s/ Kenneth J. Vianale
                                   --------------------------------------
                                     Kenneth J. Vianale (Fla. Bar No. 169668)

                                5355 Town Center Road, Suite 900
                                Boca Raton, FL 33486
                                Tel:  (561) 361-5000
                                Fax:  (561) 367-8400

                                KAPLAN FOX & KILSHEIMER LLP


                                By:/s/ Robert N. Kaplan
                                   --------------------------------------
                                     Robert N. Kaplan (admitted pro hac vice)
                                     Christine M. Fox (admitted pro hac vice)

                                805 Third Avenue, 22nd Floor
                                New York, NY 10022
                                Tel: (212) 687-1980
                                Fax: (212) 687-7714

                                MYRON M. CHERRY & ASSOCIATES


                                By:/s/ Myron M. Cherry
                                   --------------------------------------
                                     Myron M. Cherry (admitted pro hac vice)
                                     Daniel Becka (Fla. Bar No. 0137601)

                                30 N. LaSalle Street
                                Chicago, IL 60602
                                Tel: (312) 372-2100
                                Fax: (312) 853-0279

                                Plaintiffs' Co-Lead Counsel

                                     -29-
<PAGE>

                                AKERMAN, SENTERFITT & EIDSON, P.A.


                                By:/s/ Stanley H. Wakshlag
                                   --------------------------------------
                                     Stanley H. Wakshlag (Fla Bar No. 266264)

                                One S.E. 3rd Avenue, 28th Floor
                                Miami, FL 33131
                                Tel: (305) 374-5600
                                Fax: (305) 374-5095

                                Counsel for Defendant Aviation Sales Company,
                                n/k/a TIMCO Aviation Services, Inc.

                                ARNOLD & PORTER


                                By:/s/ John A. Freedman
                                   --------------------------------------
                                     Scott B. Schreiber (admitted pro hac vice)
                                     John A. Freedman (admitted pro hac vice)

                                Thurman Arnold Building
                                555 Twelfth Street, N.W.
                                Washington, D.C. 20004-1202
                                Tel:  (202) 942-5000
                                Fax:  (202) 942-5999

                                HARKE & CLASBY
                                Lance A. Harke, Esq.
                                155 South Miami Avenue, Suite 600
                                Miami, Florida 33130
                                Tel:  (305) 536-8220
                                Fax:  (305) 536-8229

                                Counsel for Defendant Arthur Andersen LLP

                                     -30-
<PAGE>

                                STEEL HECTOR & DAVIS LLP


                                By: /s/ Lewis F. Murphy
                                   -----------------------
                                      Lewis F. Murphy P.A.
                                      Wendy S. Leavitt

                                200 South Biscayne Boulevard
                                Miami, FL 33131-2398
                                Tel:   (305) 577-7000
                                Fax:   (305) 577-7001

                                Counsel for Defendant Garlan Braithwaite

                                HOMER, BONNER & DELGADO, P.A.


                                By:  /s/ R. Lawrence Bonner
                                   -------------------------------
                                      R. Lawrence Bonner


                                3400 Bank of America Tower at International
                                Place 100 Southeast 2nd Street
                                Miami, FL 33131
                                Tel:  (305) 350-5100
                                Fax:  (305) 372-2738

                                Counsel for Defendant Joseph E. Civiletto

                                ARAGON, BURLINGTON, WEIL & CROCKETT, S.A.


                                By: /s/ Jeffrey Crockett
                                   --------------------------
                                      Jeffrey Crockett
                                      Sean Santini

                                2699 South Bayshore Drive, Penthouse
                                Miami, Florida 33133
                                Tel:   (305) 858-2900
                                Fax:   (305) 858-5261

                                Counsel for Defendants Dale S. Baker and Harold
                                M. Woody

                                     -31-
<PAGE>

                                GREENBERG TRAURIG P.A.


                                By: /s/ Hilarie Bass
                                   -------------------------------
                                      Hilarie Bass

                                1221 Brickell Avenue
                                Miami, Florida 33131
                                Tel:  (305) 579-0500
                                Fax:  (305) 579-0717

                                BAKER BOTTS L.L.P.


                                By: /s/ James E. Maloney
                                   -------------------------------
                                      James E. Maloney, Esq.

                                One Shell Plaza
                                910 Louisiana Street
                                Houston, Texas 77002-4995
                                Tel:  713-229-1255
                                Fax:  713-229-7755

                                Counsel for Defendants Jeffrey N. Greenblatt and
                                George F. Baker, III

                                     -32-