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                                                                   Exhibit 10.3


                              EMPLOYMENT AGREEMENT

         This Employment Agreement is made and effective this 5th day of January
of 1998 between AVTEAM, Inc., a Florida corporation ("Company"), and Tom
McFarland ("Employee").

                                   AGREEMENTS

         In consideration of the mutual covenants contained herein, and for
other good and valuable consideration, receipt of which is acknowledged by the
parties, the Company and Employee agree as follows:

         1.    TERM OF EMPLOYMENT: The Company employs Employee and Employee
               accepts employment with the Company for a period of three (3)
               years beginning on the Effective Date of this Agreement as set
               forth above ("Initial Employment Term"). This Agreement shall be
               renewed automatically for an additional one-year period on the
               third anniversary date and on each subsequent one-year
               anniversary date unless the Company notifies Employee in writing
               or Employee notifies the Company in writing that such renewal
               shall not take place. Said notice shall be given not less than
               ninety (90) days prior to any such anniversary date.

               In the event of any extension of this Agreement for one or more
               consecutive one (1) year terms, the terms of this Agreement shall
               be deemed to continue in effect for the term of such extension
               ("Extended Employment Term"). The Initial Employment Term and the
               Extended Employment Term will be collectively referred to as the
               "Employment Term", unless otherwise specified by the Company. Any
               Extended Employment Term must be in writing, signed by the
               President of the Company.

         2.    DUTIES OF EMPLOYEE: Employee shall currently serve as the Vice
               President of Business Development and be responsible for
               maintaining and developing business relationships, actively
               pursue corporate acquisition candidates, and assist in the
               procurement and sale of engines, parts, and aircraft.

         3.    EXCLUSIVE SERVICES: Employee's services shall be exclusive to the
               Company, and Employee shall devote such portion of his productive
               time and  attention  to the  business  of the Company as shall be
               reasonably  necessary  to  carry  out  his  duties   during  the
               Employment  Term.   Employee  shall  not  engage  in  any  other
               businesses,  duties,  or  pursuits  whatsoever,  or  directly  or
               indirectly  render any  services  of a business,  commercial,  or
               professional nature to any other person or organization,  whether
               for  compensation  or  otherwise,  unless such  activity is fully
               disclosed to the Company and approved by the Company's President.
               This Agreement shall not be interpreted to prohibit Employee from
               making  passive  personal   investments  or  conducting   private
               business  affairs if such activities do not materially  interfere
               with the services required under this Agreement.



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         4.    NON-COMPETITION:  To  induce  the  Company  to  enter  into  this
               Agreement, Employee agrees that:

               A.  DEFINED  TERMS:  The  principal  business  of the  Company is
                   value-added  reselling of aftermarket jet engines, jet engine
                   components  and new  and  used  aircraft  material  to  other
                   suppliers of  aftermarket  engines and  components,  aircraft
                   engine  and  component  manufacturers  and their  affiliates,
                   overhaul facilities,  international and regional air carriers
                   and  operators,   and  leasing  companies  (the  "Business").
                   Employee's  employment  with the Company will bring  Employee
                   into close  contact  with the members and other  customers of
                   the Company and with the trade secrets and other confidential
                   affairs  of  the  Company.  The  Company  has  a  significant
                   interest in protecting its  proprietary  interest in, and the
                   goodwill  associated  with,  the  foregoing.  As used in this
                   Section 4, the term  "Restricted  Period" means the period of
                   nine  (9)  months   following   termination   of   Employee's
                   employment  with the Company if Employee  resigns  during the
                   term  hereof  or  one  (1)  year  following   termination  of
                   Employee=s employment with the Company if Employer terminates
                   Employee during the term hereof.

               B.  PERIOD  OF   EMPLOYMENT:   During  the  term  of   Employee's
                   employment   hereunder,   Employee  shall  not,  directly  or
                   indirectly,  either  as an  employee,  employer,  consultant,
                   agent, principal,  partner,  stockholder,  corporate officer,
                   director,  or  in  any  other  individual  or  representative
                   capacity,  engage or  participate  in or  acquire,  hold,  or
                   retain any interest in any business which is competitive with
                   the Business of the Company in any location,  or any business
                   selling to or doing  business  with the Company,  unless such
                   participation  or interest is fully  disclosed to the Company
                   and approved by a majority of the  Company's  President.  The
                   foregoing  notwithstanding,  Employee  may  acquire,  hold or
                   retain  equity   ownership  of  any  publicly  held  company,
                   provided that such equity ownership does not exceed five (5%)
                   of the issued and  outstanding  shares of the voting stock of
                   such company.

               C.  RESTRICTED PERIOD:  During the Restricted Period,  unless the
                   Company  and  Employee  shall  otherwise  agree  in  writing,
                   Employee  shall not, (i) compete  directly  with the Company,
                   (ii) enter into the employ of, or render any  services to, as
                   an independent contractor or otherwise,  any person or entity
                   engaged  in  the   Business   (or  any  aspect   thereof)  in
                   competition with the Company, (iii) become interested,  as an
                   individual,  partner,  co-venturer,   shareholder,   officer,
                   director, employee, principal, agent, trustee or in any other
                   relationship or capacity,  in any person or entity engaged in
                   the Business (or any aspect thereof) in competition  with the
                   Company;  or (iv) on his own  behalf or on behalf of or as an
                   employee or agent of any other person or business, contact or
                   approach any person or business wherever located, with a view
                   to selling or assisting  others to sell  products or services
                   substantially competing with the Business.

               D.  ENFORCEABILITY: If any portion of Section 4 is held to be
                   illegal, unenforceable, void, or voidable, the remainder
                   shall remain in full force and effect, and Section 4 shall be
                   deemed altered and amended to the minimum extent necessary to
                   bring it within the legal requirements of enforceability.




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         5.    UNIQUE SERVICES: Employee hereby represents and agrees that the
               services to be performed under the terms of this Agreement are of
               a special, unique, unusual, extraordinary, and intellectual
               character that gives them a peculiar value, the loss of which
               cannot be reasonably or adequately compensated in damages in any
               action at law. Employee, therefore, expressly agrees that the
               Company, in addition to any rights or remedies that the Company
               might posses, shall be entitled to injunctive and other equitable
               relief to prevent or remedy a breach of this Agreement by
               Employee.

         6.    INDEMNIFICATION:  The Company shall defend  Employee  against all
               claims made against Employee, and it shall indemnify Employee for
               all losses  sustained by Employee,  in direct  consequence of the
               discharge of Employee's duties on the Company's behalf, including
               any claim brought against,  or any loss sustained by, Employee in
               his role as an  officer or  employee  of the  Company  based on a
               claim that any of the Company's  products or services  infringe a
               third party  patent,  copyright or trade secret;  provided,  that
               Employee  promptly  notifies  the  Company in writing of any such
               claim,  gives the Company full  authority for the conduct of such
               defense and  participates  in and aids the  Company's  counsel by
               giving  whatever time,  information,  expertise and assistance is
               reasonably  requested  for  such  defense.   Employee  agrees  to
               indemnify  and hold the  Company and its  shareholders  harmless,
               individually and collectively,  from and against any liabilities,
               claims,  costs, or expenses (including  shareholders) as a result
               of actions by  Employee in excess of his  authority  as set forth
               herein.

         7.    CONFIDENTIAL  INFORMATION:  Employee  acknowledges  that  in  his
               employment hereunder,  and during prior period of employment with
               the  Company,  he has  occupied  and will  continue  to  occupy a
               position of trust and confidence. During the period of Employee's
               employment   hereunder  and  the  Restricted  Period  thereafter,
               Employee  shall not,  except as may be  required  to perform  his
               duties  hereunder  or as  required  by  applicable  law,  without
               limitation  in time or until such  information  shall have become
               public other than by Employee's unauthorized disclosure, disclose
               to  others  or  use,   whether   directly  or   indirectly,   any
               Confidential   Information   regarding   the  Company.   "Company
               Information"  shall mean information  about the Company,  and its
               respective  clients and  customers  that is not  disclosed by the
               Company  that  was  learned  by  Employee  in the  course  of his
               employment by the Company,  including  (without  limitation)  any
               proprietary knowledge, trade secrets, data, formulae, information
               and client  and  customer  lists,  pricing  policies,  suppliers,
               market strategies,  product development  concepts and all papers,
               resumes,   and  records  (including   computer  records)  of  the
               documents  containing  such  Confidential  Information.  Employee
               acknowledges that such  Confidential  Information is specialized,
               unique in nature and of great value to the Company, and that such
               information  gives  the  Company  a  competitive  advantage.  The
               Employee  agrees to  deliver  or return  to the  Company,  at the
               Company's  request at any time or upon  termination or expiration
               of  his  employment  or  as  soon  thereafter  as  possible,  all
               documents,  computer  tapes  and  disks,  records,  lists,  data,
               drawings,  prints,  notes and written information (and all copies
               thereof)  furnished  by the Company or  prepared by the  Employee
               during the term of his employment by the Company.





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         8.    COMPENSATION:

               A.  SALARY:  The Company shall pay Employee an annual base salary
                   of $140,000 ("Salary"), payable in accordance with the normal
                   payroll  procedures  of the  Company or at such other time or
                   times as Employee  and the  Company  shall  agree.  Except as
                   otherwise  provided herein,  the Company's  obligation to pay
                   Employee's  Salary under this Agreement shall cease as of the
                   date of termination of Employee's employment.  Employer shall
                   review  performance  of  Employee  on or  about  each  annual
                   anniversary  of this  agreement and in  conjunction  with the
                   overall  Employee=s  performance  evaluation,  Employer shall
                   modify the  compensation  to reflect  industry  pay for other
                   comparable positions of publicly held aftermarket companies.

               B.  INCENTIVE COMPENSATION: Employee shall be eligible to
                   participate in the Company's Executive Incentive Compensation
                   Plan for each year of the term of this agreement. If Employee
                   is eligible for an annual incentive, his threshold for such
                   incentive will be 50.0% of base salary.

         9.    TAX WITHHOLDING: The Company shall have the right to deduct or
               withhold from the compensation due to Employee hereunder any and
               all sums required for any and all federal, social security, state
               and local taxes, assessments or charges now applicable or that
               may be enacted and become applicable in the future.

         10.   EMPLOYEE BENEFITS:

               A.  VACATION TIME AND SICK LEAVE:  Employee  shall be entitled to
                   three (3) weeks of  vacation  and six (6) days of sick  leave
                   without loss of compensation  each year during the Employment
                   Term. For the purposes of this paragraph,  a year shall begin
                   on the effective  date of this  Agreement as set forth above.
                   In the event that Employee  takes vacation time or sick leave
                   in excess of the minimum numbers set forth in this paragraph,
                   the President shall  determine  whether or not Employee shall
                   receive  compensation for such excess days.  Unless otherwise
                   established  by the  Company's  President,  in the event that
                   Employee  does not for any  reason  take the total  amount of
                   vacation time authorized  during any year, he shall be deemed
                   to have  waived any  entitlement  to  vacation  time for that
                   year. Sick days may not be accumulated.

               B.  ADDITIONAL BENEFITS: Employee shall be entitled to all
                   employment benefits made available to other employees of the
                   Company. Such benefits shall include, but are not limited to,
                   health insurance, dental insurance, disability insurance,
                   life insurance, stock options, and retirement plan (effective
                   5/1/98).

         11.   TERMINATION OF AGREEMENT:

               A.  TERMINATION FOR CAUSE:  The Company may terminate  Employee's
                   employment under this Agreement for "Cause", at any time, but
                   only in the event of (a)  Employee's  conviction  of a felony
                   (provided,  however,  that following indictment for a felony,
                   and prior to conviction, the Company may, without limiting or
                   modifying  in  any  other  way  its  



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                   obligations  under this Agreement,  suspend Employee from the
                   performance of his duties hereunder),  or (b) a determination
                   by the Company's  President,  acting  reasonably  and in good
                   faith, that Employee has (1) neglected his material duties or
                   performed his material duties in an incompetent  manner,  (2)
                   committed   fraudulent   or   dishonest   actions,   or   (3)
                   deliberately  injured or  attempted  to injure  the  Company;
                   provided,  however, that Employee shall not be deemed to have
                   been  terminated  for Cause unless and until there shall have
                   been delivered to him a copy of a resolution  duly adopted by
                   the  affirmative  vote of not  less  than a  majority  of the
                   entire  membership of the  President of the Company,  finding
                   that, in the good faith opinion of such board,  he was guilty
                   of or had engaged in conduct  constituting Cause as set forth
                   herein and specifying the particulars thereof in detail.

                   B.    EFFECT OF TERMINATION FOR CAUSE: In the event of
                         termination of Employee for cause as set forth in
                         Subsection 11.A., or a voluntary termination by
                         Employee in breach of this Agreement without the
                         consent of the Company, Employee shall have no right to
                         any bonuses, salaries, benefits or entitlements other
                         than those required by law or specifically provided
                         under the terms of the applicable plan document.
                         Payment of any further bonuses or other salaries
                         claimed by Employee will be in the sole and absolute
                         discretion of the Company, and Employee shall have no
                         entitlement thereto.

                   C.    DISABILITY AND DEATH: If, during the Employment Term,
                         Employee should die or suffer any physical or mental
                         illness that renders him incapable of fulfilling his
                         obligation under this Agreement; and such incapacity
                         exists or may reasonably be expected to exist for more
                         than forty-five (45) calendar days in the aggregate,
                         the Company may, upon five (5) calendar days written
                         notice to Employee, terminate this Agreement. The
                         determination of the Company that Employee is incapable
                         of fulfilling his obligations under this Agreement
                         shall be final and binding.

                   D.    VOLUNTARY TERMINATION BY EMPLOYEE AT THE END OF THE
                         EMPLOYMENT TERM: In the event of voluntary termination
                         by Employee at the end of the Initial Employment Term,
                         or any Extended Employment Term, Employee shall be
                         entitled only to those amounts that have accrued to the
                         date of termination or are expressly payable under the
                         terms of the Company's applicable benefit plans or are
                         required by applicable law. The Company may, in its
                         sole and absolute discretion, confer such other
                         benefits or payments as it determines, but Employee
                         shall have not entitlement thereto.

                   E.    TERMINATION BY EMPLOYER AT THE END OF THE EMPLOYMENT
                         TERM: In the event that Employee's employment is
                         terminated by the Company at the end of the Initial
                         Employment Term or any Extended Employment Term as a
                         result of the Company's notice specified in Section 1
                         above, Employee shall be treated as in Subsection 11.D.

                   F.    TERMINATION BY EMPLOYER DURING THE EMPLOYMENT TERM: In
                         the event of termination by the Employer other than at
                         the end of the Initial Employment Term or Extended
                         Employment Term, other than for cause under Subsection
                         11.A., Employee shall be entitled to one (1) year base
                         salary (at Employee's then current base) plus COBRA
                         premiums for one (1) year payable in bi-weekly
                         installments similar to if Employee had continued
                         employment with the Company.




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                   G.    CONFIDENTIALITY. Nothing in this Section 11 shall
                         affect the rights of the parties under Section 4 above.

               12. ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS:

                   A.    DEFINITION OF  "INVENTIONS":  As used herein,  the term
                         "Inventions"  shall mean all  inventions,  discoveries,
                         improvements,   trade  secrets,  formulas,  techniques,
                         data, programs, systems, specifications, documentation,
                         algorithms,  flow charts, logic diagrams, source codes,
                         processes,    and    other    information,    including
                         works-in-progress,  whether  or not  subject to patent,
                         trademark,   copyright,  trade  secret,  or  mast  work
                         protection,  and  whether or not  reduced to  practice,
                         which are made, created, authored, conceived or reduced
                         to practice by  Employee,  either alone or jointly with
                         others,  during  the  period  of  employment  with  the
                         Company and for one year  following the  termination of
                         Employee's employment with the Company which (1) relate
                         to the  actual  or  anticipated  business,  activities,
                         research,  or  investigations  of the  Company,  or (2)
                         result  from  or is  suggested  by  work  performed  by
                         Employee  for  the  Company  (whether  or not  made  or
                         conceived   during  normal  working  hours  or  on  the
                         premises of the Company),  or (3) which result,  to any
                         extent, from use of the Company's premises or property.

                   B.    WORK FOR HIRE: Employee expressly acknowledges that all
                         copyrightable aspects of the Inventions are to be
                         considered "works made for hire" within the meaning the
                         Copyright Act of 1976, as amended (the "Act"), and that
                         the Company is to be "author" within the meaning of
                         such Act for all purposes. All such copyrightable
                         works, as well as all copies of such works in whatever
                         medium fixed or embodied, shall be owned exclusively by
                         the Company as of its creation, and Employee hereby
                         expressly disclaims any and all interest in any of such
                         copyrightable works and waives any right of DROIT
                         MORALE or similar rights.

                   C.    ASSIGNMENT:  Employee  acknowledges and agrees that all
                         Inventions  constitute  trade secrets of the Company or
                         the member of the Company, as applicable,  and shall be
                         the sole property of the Company,  as applicable or any
                         other entity  designated  by the Company.  In the event
                         that title to any or all of the  Inventions or any part
                         or element thereof,  may not, by operation of law, vest
                         in the Company,  as applicable,  or such Inventions may
                         be found as a matter of law not to be  "works  made for
                         hire"  within the meaning of the Act,  Employee  hereby
                         conveys  and  irrevocably  assigns to the  Company,  as
                         applicable,  without  further  consideration,  all  his
                         right,  title and interest  throughout the universe and
                         in  perpetuity,  in all  Inventions  and all  copies of
                         them, in whatever medium fixed or embodied,  and in all
                         written records, graphics,  diagrams, notes, or reports
                         relating thereto in Employee's  possession or under his
                         control,   including,   with  respect  to  any  of  the
                         foregoing, all rights of copyright,  patent, trademark,
                         trade  secret,   mask  work,  and  any  and  all  other
                         proprietary  rights  therein,  the right to modify  and
                         create  derivative  works,  the  right  to  invoke  the
                         benefit  of  any  priority   under  any   international
                         convention and all rights to register and renew same.




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                   D.    PROPRIETARY  NOTICES;  NO  FILINGS;   WAIVER  OF  MORAL
                         RIGHTS: Employee acknowledges that all Inventions shall
                         at the sole  option of the Company  bear the  Company's
                         patent,  copyright,  trademark,  trade secret, and mask
                         work notices.  Employee  agrees not to file any patent,
                         copyright,  or trademark  applications  relating to any
                         Invention,  except  with  prior  written  consent of an
                         authorized  representative  of  the  Company.  Employee
                         hereby expressly  disclaims any and all interest in any
                         Inventions  and  waives  any  right of DROIT  MORALE or
                         similar  rights,  such as  rights of  integrity  or the
                         right to be attributed as the creator of the Invention.

                   E.    FURTHER ASSURANCE: Employee agrees to assist the
                         Company, or any party designated by the Company,
                         promptly on the Company's request, whether before or
                         after the termination of employment, however such
                         termination may occur, in perfecting, registering,
                         maintaining, and enforcing, in any jurisdiction, the
                         Company's rights in the Inventions by performing all
                         acts and executing all documents and instruments deemed
                         necessary or convenient by the Company, including, by
                         way of illustration and not limitation:

                         1.  Executing assignments, applications, and other
                             documents and instruments in connection with (a)
                             obtaining patents, copyrights, trademarks, mask
                             works, or other proprietary protections for the
                             Inventions and (b) confirming the assignment to the
                             Company of all right, title, and interest in the
                             Inventions or otherwise establishing the Company's
                             exclusive ownership rights therein.

                         2.  Cooperating in the prosecution of patent,
                             copyright, trademark and mask work applications, as
                             well as in the enforcement of the Company's rights
                             in the Inventions, including, but not limited to,
                             testifying in court or before any patent,
                             copyright, trademark or mask work registry office,
                             or any other administrative body.

                             Employee will be reimbursed for all out-of-pocket
                             costs incurred in connection with the foregoing, if
                             such assistance is requested by the Company after
                             the termination of employment. In addition, to the
                             extent that, after the termination of employment
                             for whatever reason, Employee's technical expertise
                             shall be required in connection with the
                             fulfillment of the aforementioned obligations, the
                             Company will compensate Employee at a reasonable
                             rate for the time actually spent by Employee at the
                             Company's request rendering such assistance.

                   F.    POWER OF ATTORNEY: Employee hereby irrevocably appoints
                         the Company to be his Attorney-in-Fact in his name and
                         on his behalf to execute any document and to take any
                         action and generally to use his name for the purpose of
                         giving to the Company the full benefit of the
                         assignment provisions set forth above.

                   G.    CONSENT TO USE OF NAME: The Company reserves the right
                         (but shall not have the obligation) to publicize
                         Employee's name and background in connection with the
                         marketing of the Inventions or the enforcement of the
                         Company's rights therein. Employee is responsible for
                         supplying to the Company his resume or curriculum vitae
                         for such purposes. Employee agrees that the Company
                         shall have the sole control over the type style, type
                         size, or placement of his name on any materials, or
                         over the final content of any biography used in said
                         material.




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                   H.    DISCLOSURE OF INVENTIONS: Employee will make full and
                         prompt disclosure to the Company of all Inventions
                         subject to assignment to the Company, and all
                         information relating thereto in Employee's possession
                         or under his control as to possible applications and
                         use thereof.

                   I.    NO   VIOLATION   OF  THIRD   PARTY   RIGHTS:   Employee
                         represents, warrants, and covenants that he:

                         1.  will not, in the course of employment, infringe
                             upon or violate any proprietary rights of any third
                             party (including, without limitation, any third
                             party confidential relationships, patents,
                             copyrights, mask works, trade secrets, or other
                             proprietary rights);

                         2.  is not a party to any conflicting agreements with
                             third parties which will prevent him from
                             fulfilling the terms of employment and the
                             obligations of this Agreement;

                         3.  does not have in his possession any confidential or
                             proprietary information or documents belonging to
                             others and will not disclose to the Company, use,
                             or induce the Company to use, any confidential or
                             proprietary information or documents of others; and

                         4.  agrees to respect any and all valid obligations
                             which he may now have to prior employers or to
                             others relating to confidential information,
                             inventions, or discoveries which are the property
                             of those prior employers or others, as the case may
                             be.

                             Employee has supplied or shall promptly supply to
                             the Company a copy of each written agreement to
                             which Employee is subject (other than any agreement
                             to which the Company is a party) which includes any
                             obligation of confidentiality, assignment of
                             Inventions, or non-competition.

                             Employee agrees to indemnify and save harmless the
                             Company from any loss, claim, damage, costs or
                             expenses of any kind (including without limitation,
                             reasonable attorney's fees) to which the Company
                             may be subjected by virtue of a breach by Employee
                             of the foregoing representations, warranties, and
                             covenants.

                   J.    OBLIGATIONS  UPON  TERMINATION:  In  the  event  of any
                         termination  of his  employment,  for whatever  reason,
                         Employee  will  promptly (1) deliver to the Company all
                         physical property, discs, documents,  notes, printouts,
                         and  all  copies   thereof  and  other   materials   in
                         Employee's   possession  or  under  Employee's  control
                         pertaining  to the business of 



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                         the  Company,  including,  but not  limited  to,  those
                         embodying  or  relating  to  the   Inventions  and  the
                         Confidential  Information (as defined in Sections 7 and
                         12.A. herein), (2) deliver to the Company all notebooks
                         and other data relating to research or  experiments  or
                         other  work  conducted  by  Employee  in the  scope  of
                         employment or any Inventions made,  created,  authored,
                         conceived,  or reduced to practice by Employee,  either
                         alone  or  jointly  with  others,  and  (3)  make  full
                         disclosure relating to any Inventions.

                         If Employee would like to keep certain property, such
                         as material relating to professional societies or other
                         non-confidential material, upon the termination of
                         employment with the Company, he agrees to discuss such
                         issues with the Company. Where such a request does not
                         put Confidential Information of the Company at risk,
                         the Company will customarily grant the request.

                         Upon termination of employment with the Company,
                         Employee's obligations under this Section 12 shall
                         survive and the Employee shall, if requested by the
                         Company, reaffirm Employee's recognition of the
                         importance of maintaining the confidentiality of the
                         Company's Confidential Information and reaffirm all of
                         the Employee's obligations set forth in this Section
                         12.

         13.   LIFE INSURANCE: The Company may, in its sole discretion, purchase
               such life insurance policies as it deems necessary or
               appropriate, naming Employee as the insured and the Company as
               beneficiary. Employee hereby agrees to submit to any reasonable
               medical examination required for the purchase of such insurance.

         14.   NOTICES: Any notices to be given hereunder by either party to the
               other shall be in writing and may be transmitted by personal
               delivery or by certified mail, return receipt requested. Mailed
               notices shall be addressed to the parties as follows:

               If notice is to the Company, to:

               AVTEAM, Inc.
               Miramar Park of Commerce
               3230 Executive Way
               Miramar, Florida  33025
               Attention:  President

               with copy to:

               Baker & McKenzie
               701 Brickell Avenue, Suite 1600
               Miami, Florida  33131
               Attention:  Noel H. Nation, Esq.




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               If notice is to Employee, to:

               Tom McFarland
               19461 N.W. 10th St.
               Pembroke Pines, FL 33029

               Either party may change its address by written notice in
               accordance with this Section 14. Notices delivered personally
               shall be deemed communicated as of the dates of actual receipt;
               mailed notices shall be deemed communicated as of forty-eight
               (48) hours after the date of mailing.

         15.   ARBITRATION: Any controversy between the parties involving the
               construction or application of any of the terms, provisions or
               conditions of this Agreement or in any way connected with
               Employee's employment with the Company, including, but not
               limited to, breach of this Agreement, termination or discharge,
               claims of age, gender, race or disability discrimination, sexual
               harassment or civil rights violations shall, within thirty (30)
               days of the written notice to the other party, be submitted to
               final and binding arbitration as follows:

               A.  The arbitration shall be held in Miami, Florida

               B.  The arbitration shall be conducted by one arbitrator, who is
                   a member of the American Arbitration Association ("AAA") and
                   in accordance with the rules of the AAA then in effect,
                   subject to the specific exceptions set out in Subsection
                   15.C., unless both parties agree otherwise. The arbitrator
                   shall be chosen from a panel of persons with knowledge of an
                   experience in employment and employment law issues.

               C.  Notwithstanding any rule of the AAA to the contrary,  (1) the
                   parties  shall  be  entitled  to  conduct   discovery  (i.e.,
                   investigation  of facts through  deposition  and other means)
                   which  shall  be  governed  by the  Florida  Rules  of  Civil
                   Procedure then in effect;  (2) the arbitrator  shall have all
                   power and authority relating to such discovery as are allowed
                   under the  Florida  Rules of Civil (3) the  arbitrator  shall
                   apply Florida substantive law; (4) at the election and at the
                   expense  of either  party,  a Court  Reporter  may record the
                   hearing and such recording will be the official record of the
                   proceeding;  and (5) the  arbitrator  shall specify the basis
                   for, and the type of damage award, if any, entered.

               D.  The arbitrator's authority to order discovery and enter
                   judgement shall be final and binding. It may be enforced
                   through an order of a court of competent jurisdiction. Such
                   judgement may be reviewed by a court only on the grounds of
                   bias, improper conduct of the arbitrator, abuse of
                   discretion, or violation of public policy.

                   Notwithstanding the foregoing agreement to arbitrate, either
                   party may apply to any court of competent jurisdiction for
                   temporary restraining orders, preliminary injunctions,
                   permanent injunctions, or other extraordinary relief, to
                   remedy any actual or threatened unauthorized disclosure of
                   confidential information or unauthorized use, copying,
                   marketing, or distribution of confidential information. Such
                   application shall be made before the arbitrator is appointed
                   and assumes his or her responsibilities. The seeking of
                   injunctive relief shall not operate to prejudice the rights
                   of the parties to arbitrate their disputes.




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<PAGE>   11

         16.   ATTORNEYS' FEES AND COSTS: If either party fails to perform its
               respective obligations under this Agreement, and the other party
               is thereby required to incur attorneys' fees or other fees or
               costs, including but not limited to the costs of arbitration, the
               party so incurring such fees and costs shall be entitled to the
               payment of those fees and costs by the breaching party.

         17.   ENTIRE AGREEMENT: This Agreement supersedes any and all other
               agreements, either oral or in writing, between the parties hereto
               with respect to the employment of Employee by the Company and
               contains all of the covenants and agreements between the parties
               with respect to that employment in any manner whatsoever. Each
               party to this Agreement acknowledges that no representations,
               inducements, promises, or agreements, oral or written, have been
               made by any party, or anyone acting on behalf of any party, which
               are not embodied herein, and that no other agreement, statement,
               or promise not contained in this Agreement shall be valid or
               binding on either party.

         18.   MODIFICATIONS: Any modification of this Agreement shall be
               effective only if it is in writing and signed by both parties.

         19.   EFFECT OF WAIVER: The failure of either party to insist on strict
               compliance with any of the terms, covenants, or conditions of
               this Agreement by the other party shall not be deemed a waiver of
               that term, covenant, or condition, nor shall any waiver or
               relinquishment of any right or power at any one time or times be
               deemed a waiver or relinquishment of that right or power for all
               or any other times.

         20.   PARTIAL INVALIDITY: If any provision of this Agreement is held by
               a court of competent jurisdiction to be invalid, void, or
               unenforceable, the remaining provisions shall nevertheless
               continue in full force without being impaired or invalidated in
               any way, unless such partial invalidity materially affects the
               intent of the parties.

         21.   GOVERNING LAW: This Agreement shall be governed by and construed
               in accordance with the laws of the State of Florida.

         22.   ASSIGNABILITY: The rights and duties of either party hereunder
               shall not be assignable by either party, except that this
               Agreement and all rights and obligations hereunder may be
               assigned by the Company to, and be assumed by, any corporation or
               other business entity which succeeds to all or substantially all
               of the assets and business of the Company through merger,
               consolidation, acquisition of assets, or other corporate
               reorganization.

         23.   SURVIVAL: The covenants, agreements, representations and
               warranties contained in or made pursuant to this Agreement shall
               survive Employee=s termination of employment irrespective of any
               investigation made by or on behalf of any party.



                                       11
<PAGE>   12


         IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the day and year first above written.

                                           AVTEAM, INC.



                                           By: /s/ Donald A. Graw
                                           ------------------------------------
                                           Donald A. Graw
                                           President and Chief Executive Officer



                                           EMPLOYEE:



                                           /s/ Tom Mcfarland
                                           ------------------------------------
                                           Tom McFarland



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