EXHIBIT 10.2

                          Amendment Agreement No. 3 for
                               Lease Agreement and
                       Certain Other Operative Agreements

         THIS AMENDMENT AGREEMENT is made and entered into as of the 14th day of
August, 2000, by and among AVIATION SALES COMPANY, a Delaware corporation
("Aviation Sales"), as Construction Agent (the "Construction Agent"); AVIATION
SALES COMPANY, as Lessee (the "Lessee"); FIRST SECURITY BANK, NATIONAL
ASSOCIATION, a national banking 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"); BANK OF AMERICA, N.A.,
d/b/a NationsBank, N.A., successor to NationsBank, National Association ("Bank
of America"), as a Holder and as a Lender; BANK OF AMERICA, N.A., d/b/a
NationsBank, N.A., 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 or May 31,
2000, 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 or May 31, 2000, 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, the parties hereto desire further to amend the Lease Agreement
and certain other Operative Agreements in the manner herein set forth effective
as of the date hereof;

         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", "Credit
Agreement", "Trust Agreement", "Lease" and "Lease Agreement" as used herein and
in the Operative Documents (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 therefor in the
Participation Agreement.

         2. Amendments to Participation Agreement, Credit Agreement and Trust
Agreement. (Notwithstanding any provision in any Operative Agreement (including
without limitation the definition of "Interest Period" in Appendix A to the
Participation Agreement) which may suggest that an Interest Period may be two or
three months in length) from and after August 14, 2000, on the date of making
any Eurodollar Loan or Eurodollar Holder Funding (or the date of continuation of
any Eurodollar Loan as Eurodollar Holder Funding for a subsequent Interest
Period, or the date of conversion of any Base Rate Loan or Base Rate Holder
Funding into a Eurodollar Loan or Eurodollar Holder Funding), the Interest
Period on each such Eurodollar Loan or Eurodollar Holding Funding shall be one
month in length, subject however to any additional restrictions on Interest
Periods which may be set forth in the Operative Agreements (including without
limitation those restrictions set forth in the proviso to the definition of
"Interest Period").

         3. Additional Amendments to Participation Agreement. Effective as of
June 25, 2000, subject to satisfaction of the conditions provided as set forth
in Section 9 hereof, the Participation Agreement is hereby amended, effective as
of the date hereof, as follows:

                  (a) Appendix A to the Participation Agreement is amended by
         deleting the definitions of "Applicable Base Rate Margin", "Applicable
         Margin" and "Existing Aviation Sales Credit Agreement", and inserting
         in their place the following definitions:

                           " `Applicable Base Rate Margin' shall mean three and
                  one-quarter percent (3.25%) per annum."

                           " `Applicable Margin' shall mean four and
                  three-quarters percent (4.75%) per annum."

                           " `Existing Aviation Sales Credit Agreement' shall
                  mean that certain Fourth Amended and Restated Credit Agreement
                  dated as of May 31, 2000, by and among the co-borrowers party
                  thereto, Aviation Sales, Citicorp USA, Inc. as agent, and the
                  lenders and issuing banks party thereto, as amended by
                  Amendment No. 1 dated as of August 14, 2000, to Fourth Amended
                  and Restated Credit Agreement, but without giving effect to
                  any other amendment to such credit agreement."



                                       2
<PAGE>

                  (b) Appendix A to the Participation Agreement is further
         amended by deleting the definitions of "Performance Level 1",
         "Performance Level 2" and "Performance Level 3".

         4. Amendments to Lease Agreement. Subject to the conditions hereof, the
Lease Agreement is hereby amended, effective as of June 25, 2000, as follows:

                  (a) The first line of Section 25.2(b) of the Lease Agreement
         is amended by deleting the phrase "without the consent of Lessor or the
         Agent," and inserting in its place the following: "provided that Lessee
         has obtained the written consent of the Agent (but not the Lessor),".

                  (b) Sections 28.41 through 28.4.7 of the Lease Agreement are
         amended in their entirety so that as amended, those Sections shall read
         as follows:

                                    "28.4.1 Minimum Consolidated EBITDA.
                           Aviation Sales shall maintain Consolidated EBITDA,
                           determined as of the last day of each Fiscal Quarter
                           set forth below for the period then ending described
                           below, of at least the amount set forth below
                           opposite such date of determination:
<TABLE>
<CAPTION>

         "Determination Date            Applicable Period                                Minimum Consolidated EBITDA
          ------------------            -----------------                                ---------------------------
         <S>                            <C>                                                      <C>
         June 30, 2000                  January 1, 2000 - June 30, 2000                          $17,000,000
         September 30, 2000             January 1, 2000 - September 30, 2000                     $20,000,000
         December 31, 2000              January 1, 2000 - December 31, 2000                      $26,500,000
         March 31, 2001                 April 1, 2000 - March 31, 2000                           $22,000,000
         June 30, 2001                  July 1, 2000 - June 30, 2001                             $33,500,000
         September 30, 2001             October 1, 2000 - September 30, 2001                     $42,500,000
         December 31, 2001              January 1, 2001 - December 31, 2001                      $50,000,000
         March 31, 2002                 April 1, 2001 - March 31, 2002                           $57,500,000
         June 30, 2002                  July 1, 2001 - June 30, 2002                             $62,500,000
         September 30, 2002             October 1, 2001 - September 30, 2002                     $68,000,000
         December 31, 2002              January 1, 2001 - December 31, 2002                      $72,500,000
         Each March 31, June 30,        Four-Quarter Period then ending                          $72,500,000
         September 30 and
         December 31 thereafter
</TABLE>

                                    "28.4.2 Capital Expenditures. Aviation Sales
                           and its Subsidiaries shall not make Capital
                           Expenditures in the aggregate during any period set
                           forth below in excess of the amount set forth below
                           opposite such period (in each instance, the "Maximum
                           Amount"):

                                       3
<PAGE>
<TABLE>
<CAPTION>

          Determination Date             Applicable Period                                Maximum Amount
          ------------------             -----------------                                --------------
          <S>                            <C>                                                <C>
          June 30, 2000                  January 1, 2000-- June 30, 2000                    $13,000,000
          September 30, 2000             January 1, 2000-- September 30, 2000               $14,000,000
          December 31, 2000              January 1, 2000-- December 31, 2000                $16,000,000
          March 31, 2001                 Four-Quarter Period then ending                    $10,000,000
          June 30, 2001                  Four-Quarter Period then ending                    $10,000,000
          September 30, 2001             Four-Quarter Period then ending                    $10,000,000
          December 31, 2001              Four-Quarter Period then ending                    $10,000,000
          March 31, 2002                 Four-Quarter Period then ending                    $10,000,000
          June 30, 2002                  Four-Quarter Period then ending                    $10,000,000
          Each September 30, December    Four-Quarter Period then ending                    $10,000,000
          31, March 31 and
          June 30 thereafter
</TABLE>

                           provided, however, to the extent Aviation Sales and
                           its Subsidiaries have not made Capital Expenditures
                           in the amount permitted above for any given period
                           set forth above, Capital Expenditures in an amount
                           equal to 100% of the Maximum Amount of such Capital
                           Expenditures permitted but not made in such period
                           may be made in the immediately next succeeding period
                           in addition to any amounts permitted above for such
                           succeeding period; provided that to the extent
                           amounts carried forward from one period to the next
                           succeeding period are not expended in such period,
                           such surplus may not be carried forward to any other
                           succeeding period.

                                    "28.4.3 Consolidated Fixed Charge Ratio.
                           Aviation Sales shall maintain a Consolidated Fixed
                           Charge Ratio for Aviation Sales and its Subsidiaries,
                           as determined as of the last day of each Fiscal
                           Quarter set forth below for the period then ending
                           described below, of at least the level set forth
                           below opposite such determination date:


                                       4
<PAGE>
<TABLE>
<CAPTION>
               Determination Date              Applicable Period                                  Minimum Ratio
               ------------------              -----------------                                  -------------
               <S>                             <C>                                                <C>
               March 31, 2001                  Four-Quarter Period then ending                    0.90 to 1.00
               June 30, 2001                   Four-Quarter Period then ending                    0.90 to 1.00
               September 30, 2001              Four-Quarter Period then ending                    1.15 to 1.00
               December 31, 2001               Four-Quarter Period then ending                    1.50 to 1.00
               March 31, 2002                  Four-Quarter Period then ending                    1.50 to 1.00
               June 30, 2002                   Four-Quarter Period then ending                    1.75 to 1.00
               September 30, 2002              Four-Quarter Period then ending                    2.00 to 1.00
               December 31, 2002               Four-Quarter Period then ending                    2.25 to 1.00
               March 31, 2003                  Four-Quarter Period then ending                    2.50 to 1.00
               Each June 30, September 30,     Four-Quarter Period then ending                    2.50 to 1.00
               December 31 and
               March 31 thereafter
</TABLE>

                                    "28.4.4 Working Capital. Working Capital
                           shall be (a) $325,000,000 at June 30, 2000, (b)
                           $300,000,000 during the period September 30, 2000
                           through June 30, 2001, and (c) $275,000,000 at
                           September 30, 2001 and at all times thereafter during
                           the term of this Agreement, in each instance
                           determined at the end of each Fiscal Quarter
                           commencing with the Fiscal Quarter ending June 30,
                           2000.

                                    "28.4.5 Minimum Tangible Net Worth. Aviation
                           Sales shall maintain a Tangible Net Worth of Aviation
                           Sales and its Subsidiaries, of at least the amount
                           set forth below for the Fiscal Quarter ending during
                           the period set forth below opposite such amount.

                                       5
<PAGE>
<TABLE>
<CAPTION>

                              Fiscal Quarter Ending                        Minimum Tangible Net Worth
                              ---------------------                        --------------------------
                              <S>                                                 <C>
                              June 30, 2000                                       $132,500,000
                              September 30, 2000                                  $119,000,000
                              December 31, 2000                                   $109,000,000
                              March 31, 2001                                      $109,000,000
                              June 30, 2001                                       $114,000,000
                              September 30, 2001                                  $118,000,000
                              December 31, 2001                                   $124,000,000
                              March 31, 2002                                      $133,000,000
                              June 30, 2002                                       $142,000,000

                              Each September 30, December                       The amount of Tangible Net
                              31, March 31 and June 30                          Worth required to be
                              thereafter                                        maintained by this Section
                                                                                28.4.5 as at the end of the
                                                                                immediately preceding Fiscal
                                                                                Quarter plus 85% of
                                                                                Consolidated Net Income (with
                                                                                no reduction for net losses
                                                                                during any period) for the
                                                                                Fiscal Quarter ending on such
                                                                                date
</TABLE>

                                    "28.4.6 Leverage Ratio. Aviation Sales shall
                           maintain a ratio of Consolidated Funded Debt to
                           Consolidated EBITDA of Aviation Sales and its
                           Subsidiaries, determined as of the end of each Fiscal
                           Quarter ending on or after June 30, 2001 for the
                           Four-Quarter Period then ended, of not more than:
<TABLE>
<CAPTION>

                                   "Four-Quarter Period Ending                     Maximum Ratio
                                    --------------------------                     -------------
                                   <S>                                             <C>
                                   June 30, 2001                                   10.00 to 1.00
                                   September 30, 2001                               8.00 to 1.00
                                   December 31, 2001                                6.00 to 1.00
                                   March 31, 2002                                   5.50 to 1.00
                                   June 30, 2002                                    5.00 to 1.00
                                   September 30, 2002                               4.50 to 1.00
                                   December 31, 2002                                4.00 to 1.00

                                   Each March 31, June 30, September 30 and         4.00 to 1.00
                                   December 31 thereafter
</TABLE>

                                       6
<PAGE>

                                    "28.4.7 Ratio of Senior Debt to EBITDA.
                           Aviation Sales shall maintain a Ratio of Senior Debt
                           to EBITDA for Aviation Sales and its Subsidiaries,
                           determined as of the end of each Fiscal Quarter
                           ending on or after December 31, 2000, for the
                           Four-Quarter Period then ended, of not more than:

<TABLE>
<CAPTION>
                                   "Four-Quarter Period Ending                     Maximum Ratio
                                    --------------------------                     -------------
                                   <S>                                              <C>
                                   December 31, 2000                                7.00 to 1.00
                                   March 31, 2001                                   7.75 to 1.00
                                   June 30, 2001                                    5.50 to 1.00
                                   September 30, 2001                               4.00 to 1.00
                                   December 31, 2001                                3.00 to 1.00
                                   March 31, 2002                                   2.50 to 1.00
                                   June 30, 2002                                    2.25 to 1.00
                                   September 30, 2002                               2.25 to 1.00
                                   December 31, 2001                                2.00 to 1.00
                                   Each  March  31,  June 30,  September  30 and    2.00 to 1.00
                                   December 31 thereafter
</TABLE>

         5. Consent to Amendment to Revolving Credit Agreement. Effective as of
June 25, 2000, subject to the Agent's receipt of the consent referenced in
Section 9(a)(ix) below on or before August 14, 2000, the parties signatory
hereto hereby consent to the amendment of the Existing Aviation Sales Credit
Agreement on the terms and conditions attached hereto as Exhibit A.

         6. Approval of Certain Components in Calculations of Consolidated
EBITDA. The Lenders signatory hereto representing the Majority Lenders and the
Agent hereby confirm their approval, as required by clause (vi) of the
definition of "Consolidated EBITDA" in the Lease Agreement, of inclusion of the
items described on Exhibit B attached hereto and made a part hereof in the
calculation (as part of such clause (vi)) of Consolidated EBITDA for the periods
referenced on Exhibit B.

         7. Agreement and Confirmation by Guarantors. Each of the undersigned
Guarantors has joined in the execution of this Amendment Agreement for the
purpose of (i) agreeing to the amendments to the Lease Agreement, the
Participation Agreement, the Credit Agreement, the Trust Agreement and other
Operative Agreements contained herein and (ii) confirming its guarantee of
payment of all Borrower's Liabilities (as defined in the Series A Guaranty
Agreement) and all Lessee's Liabilities (as defined in the Lessee Guaranty
Agreement).

         8. 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 (other than in Section 7.3(f)(i))
         of the Participation


                                       7
<PAGE>

         Agreement are true on and as of the date hereof; and the
         representations in warranties set forth in Section 7.3(f)(i) of the
         Participation Agreement are true on and as of the date set forth in
         such Section;

                  (b) (i) The audited consolidated financial statements of each
         of the Construction Agent and the Lessee as at December 31, 1999,
         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 the Construction Agent and the Lessee and their
         Subsidiaries on a consolidated basis as of such date and their
         consolidated results of operations for the fiscal year then ended and
         (ii) the draft unaudited consolidated financial statements as at June
         30, 2000, copies of which have previously been furnished to the Agent
         and the Owner Trustee, were prepared in accordance with GAAP (subject
         to normal year-end adjustments) and fairly present the financial
         condition of the Construction Agent and the Lessee and their
         Subsidiaries on a consolidated basis as of such date and their
         consolidated results of operations for the fiscal quarter 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) This Amendment Agreement constitutes the legal, valid and
         binding obligation of Aviation Sales and the Guarantors and is
         enforceable against Aviation Sales in accordance with its terms. Each
         of the Participation Agreement and the Lease Agreement, as previously
         executed, delivered and amended and as amended by this Amendment
         Agreements, constitute legal, valid and binding obligations of Aviation
         Sales and are enforceable against Aviation Sales in accordance with
         their respective terms.

                  (d) 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;

                  (e) No event has occurred and no condition exists which, after
         giving effect to this Amendment Agreement, constitutes 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 June 30, 2000, there has occurred no event 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.

                  (f) Neither the Construction Agent nor the Agent is aware of
         any change order, amendment or modification of the Construction Budget,
         or amendment or modification to any Plans and Specifications for any
         Property (collectively, "Change



                                       8
<PAGE>

         Orders") that has been adopted or is planned, contemplated or under
         consideration, other than the Permitted Change Orders (the "Permitted
         Change Orders") identified on Schedule 8-F and approved by the Agent,
         or the Submitted Change Orders (the "Submitted Change Orders")
         identified on Schedule 8-F which have been submitted (or will be
         submitted on or before September 30, 2000) to Agent but which Submitted
         Change Orders remain subject to the Agent's approval. Each of the
         Construction Agent and the Lessee hereby covenants and agrees that
         unless it has obtained the prior written consent of the Agent thereto,
         it will not (i) obtain, permit or approve any Change Order (other than
         a Permitted Change Order or, the extent approved by the Agent, a
         Submitted Change Order) with respect to any Property, or (ii) perform
         or permit any work to be performed at any Property that would involve
         any Change Order (other than a Permitted Change Order or, the extent
         approved by the Agent, a Submitted Change Order) or other deviation
         from the Construction Budget, the Plans and Specifications or any
         construction contract with respect to any Property, in each case as
         they exist on the date of this Amendment Agreement and have been
         previously delivered to the Agent;

                  (g) On or before September 15, 2000, Aviation Sales shall
         deliver to the Agent (i) a revised permanent Certificate of Occupancy
         for the interior portion of the "Aviation Building" in Miramar,
         Florida, which certificate shall not include the words "TEMP. EXTENSION
         EXPIRES AUGUST 7, 2000" or any other indication that is is a temporary
         certificate of occupancy or (ii) other evidence, in form and substance
         satisfactory to the Agent (in its sole discretion), that the
         Certificate of Occupancy for such interior portion is not temporary.

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

         9. Conditions Precedent. The effectiveness of this Amendment Agreement
shall be subject to fulfillment of the following conditions precedent:

                  (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 Amendment
                  Agreement;

                           (ii) an opinion of outside counsel to the Lessee and
                  the Guarantors, addressed to the Agent, the Owner Trustee and
                  the Lenders and Holders;

                           (iii) 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
                  Agreement and each of the other Operative Agreements delivered
                  in connection with this Amendment Agreement to which such
                  Lessee or Guarantor is or will be a party, (B) the fact that
                  neither its certificate of


                                       9
<PAGE>

                  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 they have been changed, such
                  certificate of incorporation or by-laws certified as of a
                  recent date by the Secretary of State of the State of its
                  incorporation), and (C) the incumbency and signature of
                  persons authorized to execute and deliver on its behalf this
                  Amendment Agreement and each of the other Operative Agreements
                  delivered in connection with this Amendment Agreement to which
                  such Lessee or Guarantor is a party; and

                           (iv) a fee (the "Amendment Fee") in the amount of
                  $200,000, in immediately available funds, paid by the Lessee
                  (as described in Exhibit C) to the Agent; plus evidence of the
                  payment of all other fees and amounts set forth in Exhibit C
                  attached hereto;

                           (v) an executed amendment to the Existing Aviation
                  Sales Credit Agreement (as in effect prior to the effective
                  date of this Amendment Agreement) in the form attached hereto
                  as Exhibit A or otherwise in form and substance satisfactory
                  to the Agent, Lenders and Holders;

                           (vi) a plan and financial forecast consisting of a
                  balance sheet, income statement and statement of cash flows by
                  month for the Fiscal Year ending December 31, 2000,
                  accompanied by a discussion of the underlying assumptions with
                  respect to each of the business segments referred to as
                  "Distribution", "Dixie Aerospace", "Aerocell", "Caribe",
                  "Airframe Maintenance/Engine Overhaul", "Apex", "Kratz-Wilde",
                  and "Leasing" prepared by Aviation Sales and its Subsidiaries,
                  in form and substance satisfactory to the Agent;

                           (vii) a plan and financial forecast for each of the
                  Fiscal Years ending December 31, 2001 and December 31, 2002,
                  including forecasted consolidated balance sheet, income
                  statement, and statement of cash flow for Aviation Sales and
                  its Subsidiaries for each such Fiscal Year;

                           (viii) projected cash flow statements of Aviation
                  Sales and its Subsidiaries, by week, for the period August 7,
                  2000 - September 29, 2000;

                           (ix) a written consent of the obligee parties to the
                  Existing Aviation Sales Credit Agreement to the terms of this
                  Amendment Agreement in form and substance satisfactory to the
                  Agent (which consent may be included in the amendment
                  agreement referred to in clause (v) above);

                           (x) a waiver of all events of default which exist as
                  of August 14, 2000, if any, under any loan agreement(s)
                  (collectively, the "Norlease Agreement") among Norlease, Inc.,
                  Aviation Sales SPS I, Inc., and Aviation Sales Company and the
                  rights and remedies of the parties thereunder arising with
                  respect thereto pursuant to an agreement in form and substance
                  satisfactory to the Agent;

                                       10
<PAGE>

                           (xi) (A) down-dating endorsements of the title
                  policies issued to the Owner Trustee and the Agent, with
                  respect to the Miramar Property, such endorsements reflecting
                  the transaction documents, as amended hereby, and showing no
                  additional exceptions to coverage, except as approved by the
                  Agent (in its sole discretion) and (B) down-dating
                  endorsements of such policies with respect to the Funding in
                  July, 2000, showing no additional exceptions to coverage
                  except as approved by the Agent (in its sole discretion);

                           (xii) an effective permanent Certificate of Occupancy
                  for the interior of the "Aviation Building" in the Property
                  located in Miramar, Florida;

                           (xiii) a fully-executed modification of the
                  Memorandum of Lease and Lease Supplement and Mortgage with
                  respect to the Property in Miramar, Florida;

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

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

                  (c) No Default or Event of Default shall have occurred and be
         continuing on the date hereof; and as of the date hereof no "Event of
         Default" shall have occurred and be continuing under the terms of the
         Existing Aviation Sales Credit Agreement, the Norlease Agreement or the
         Indenture under which the Senior Subordinated Notes have been issued,
         as supplemented through the date of this Amendment Agreement and no
         "Change of Control" (as defined in such Indenture) shall have occurred;

                  (d) No material adverse change shall have occurred (as
         certified to the Agent, the Lenders and the Holders by the respective
         chief financial officers) in the business, assets, management,
         operations, financial condition or prospects of Aviation Sales or any
         Guarantor or any Subsidiary of Aviation Sales since June 30, 2000;

                  (e) Since March 31, 2000, 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, including without
         limitation, any agreement relating to the Existing Aviation Sales
         Credit Agreement or the Senior Subordinated Notes (as defined in the
         Existing Aviation Sales Credit Agreement), 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; and

                  (f) None of the members of Aviation Sales' Board of Directors
         as of March 31, 2000 shall have ceased acting as members of such Board
         of Directors.

                                       11
<PAGE>

10.      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 Amendment Agreement, each of
         Aviation Sales and each of its Subsidiaries hereby releases and forever
         discharges, 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 Amendment 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 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.

                  (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
         Section 10. 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 Amendment Agreement by
         the Agent on behalf of the Released Parties shall not be deemed or
         construed as an admission of


                                       12
<PAGE>

         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 10.

                  (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 10; (ii) such party has had
         advice of counsel of its own choosing in negotiations for and the
         preparation of this Amendment Agreement; and (iii) such party is fully
         aware of the effect of releases such as that contained in this Section
         10.

         11. Entire Agreement. This Amendment 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 Amendment 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 Amendment 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.

         12. Full Force and Effect of Operative Agreements. Except as hereby
specifically amended, modified or supplemented, the Participation Agreement, the
Lease, the Credit Agreement, the Trust Agreement, the Guaranty Agreements 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.

         13. Counterparts. This Amendment 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.

                  [Remainder of page intentionally left blank.]


                                       13
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.

                          AVIATION SALES COMPANY,
                          as Construction Agent

                          By:_____________________________________
                          Name:____________________________________
                          Title:_____________________________________

                          AVIATION SALES COMPANY,
                          as Lessee

                          By:______________________________________
                          Name:____________________________________
                          Title:_____________________________________



                          FIRST SECURITY BANK, 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:_______________________________________
                          Name:____________________________________
                          Title:_____________________________________


                          BANK OF AMERICA, N.A., as a Holder and as
                          a Lender

                          By:_______________________________________
                          Name:____________________________________
                          Title:_____________________________________


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

                          By:_______________________________________
                          Name:____________________________________
                          Title:_____________________________________

                             SIGNATURE PAGE 1 OF 3


<PAGE>


                              JOINDER BY GUARANTORS

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

                           AVIATION SALES COMPANY
                           AVIATION SALES MANUFACTURING COMPANY
                           AVIATION SALES PROPERTY MANAGEMENT  CORP.
                           AVIATION SALES FINANCE COMPANY
                           TIMCO ENGINE CENTER, INC.
                           AVS/KRATZ-WILDE MACHINE COMPANY
                           APEX MANUFACTURING, INC.
                           AEROCELL STRUCTURES, INC.
                           AVIATION SALES DISTRIBUTION SERVICES COMPANY
                           AVIATION SALES BEARINGS COMPANY
                           AVIATION SALES LEASING COMPANY
                           WHITEHALL CORPORATION
                           TRIAD INTERNATIONAL MAINTENANCE CORPORATION
                             (successor in interest to Aero
                             Corporation and Aero Corp Macon, Inc.)
                           AVIATION SALES MAINTENANCE, REPAIR & OVERHAUL COMPANY
                           CARIBE AVIATION, INC.
                           AIRCRAFT INTERIOR DESIGN, INC.
                           AERO HUSHKIT CORPORATION
                           HYDROSCIENCE, INC.
                           TIMCO ENGINEERED SYSTEMS, INC.


                           By:____________________________________________
                           Name:__________________________________________
                           Title:________________ of each of the foregoing
                                   Guarantors

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

                           By:__________________________________
                           Name:________________________________
                           Title:_______________________________

                             SIGNATURE PAGE 2 OF 3

<PAGE>




                           AVIATION SALES SPS I, INC.

                           By:________________________________________
                           Name:______________________________________
                           Title:_____________________________________


                             SIGNATURE PAGE 3 OF 3