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                                                                     EXHIBIT 4.1

                             Aviation Sales Company
                  Subscription Certificate For Rights Offering
                     For Holders Of Record On        , 2001

                               ----------------

                      Subscription Certificate Number

                               ----------------

                                           Rights

                               ----------------

                            Shares Eligible to Subscribe

   Aviation Sales Company ("Aviation Sales") is conducting a rights offering
(the "Rights Offering"), which entitles the holders of shares of Aviation
Sales' common stock (the "Common Stock"), as of 5:00 p.m., New York City time
on        , 2001 (the "Record Date") to receive 1.599 rights (each, a "Right")
for each pre-reverse split share of Common Stock held of record on the Record
Date. Holders of Rights are entitled to subscribe for and purchase one share of
Common Stock for each one whole Right (the "Basic Subscription Privilege") at a
subscription price of $.8325 per share (the "Subscription Price"). If any
shares of Common Stock are not purchased by holders of Rights pursuant to the
Basic Subscription Privilege, any holder exercising its Basic Subscription
Privilege in full may purchase an additional number of available Shares, if so
specified in the subscription documents, subject to proration (the
"Oversubscription Privilege"). No fractional Rights or cash in lieu thereof
will be issued or paid. If the number of shares of Common Stock held on the
Record Date would result in the receipt of fractional Rights, the number of
Rights issued to such holder is being rounded up to the nearest whole number.
Set forth above is the number of shares of Common Stock held by the holder of
Rights as of the Record Date, and the number of whole shares to which such
holder is entitled to subscribe pursuant to the Basic Subscription Privilege
(rounded up, if applicable, to the nearest whole share).

   For a more complete description of the terms and conditions of the Rights
Offering, please refer to the Prospectus dated        , 2001 (the
"Prospectus"), which is incorporated herein by reference. Copies of the
Prospectus are available upon request from Continental Stock Transfer & Trust
Company (toll free (   )      ).

   This Subscription Certificate (or a Notice of Guaranteed Delivery) must be
received by Continental Stock Transfer & Trust Company together with payment in
full of the subscription price by 5:00 p.m. New York City time, on         ,
2001, unless extended in the sole discretion of the Aviation Sales (the
"Expiration Date"). Any Rights not exercised prior to the Expiration Date will
be null and void. Any subscription for shares of Common Stock in the Rights
Offering made hereby is irrevocable.

   The Rights represented by this Subscription Certificate may be exercised by
duly completing Form 1 and may be transferred only in certain limited
circumstances, by duly completing Form 2. If the number of transferred Rights
would otherwise allow the purchase of a fractional share, the number of shares
which may be purchased must be rounded down to the nearest whole share (or any
lesser number of whole shares) that may be purchased with that number of
Rights. Rights holders are advised to review the Prospectus and instructions,
copies of which are available from Continental Stock Transfer & Trust Company,
before exercising their Rights.

   Rights holders should be aware that if they choose to exercise or transfer
only part of their Rights, they may not receive a new Subscription Certificate
in sufficient time to exercise the Rights evidenced thereby.

                       SUBSCRIPTION PRICE: $.8325 PER SHARE
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                                     FORM 1

                    (ON REVERSE OF SUBSCRIPTION CERTIFICATE)

   EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably exercises one
or more Rights to subscribe for shares of Common Stock as indicated below, on
the terms and subject to the conditions specified in the Prospectus, receipt of
which is hereby acknowledged.

   (a) Number of whole shares subscribed for pursuant to the Basic Subscription
Privilege:

              Rights X $            = $     .

            (One Whole Right is required to subscribe for each share.)

   (b) Number of whole shares subscribed for pursuant to the Oversubscription
Privilege:

               X $       = $     .

   (c) Total Subscription (sum of payment amounts on lines (a) and (b)) =
$      total payment.*

   METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOXES):

[_]Check, bank draft, or U.S. postal money order payable to "Continental Stock
   Transfer & Trust Company, as Subscription Agent" or

[_]Wire transfer directed to Continental Stock Transfer & Trust Company, ABA
   No.       , Acct. No.       for the benefit of Aviation Sales Company,
   Attention: Continental Stock Transfer & Trust Company, Attn:      .

   (d) If the Rights being exercised pursuant to the Basic Subscription
Privilege do not constitute all of the Rights represented by the Subscription
Certificate (check only one).

[_]Deliver to the undersigned a new Subscription Certificate evidencing the
   remaining Rights to which the undersigned is entitled.

[_]Deliver a new Subscription Certificate in accordance with the undersigned's
   Form 2 instructions (which include any required signature guarantees).

[_]Do not deliver any new Subscription Certificate to me.

   (e) [_] Check here if Rights are being exercised pursuant to the Notice of
Guaranteed Delivery delivered to the Subscription Agent prior to the date
hereof and complete the following:

   Name(s) of Registered Holder(s) ___________________________________________

   Window Ticket Number (if any) _____________________________________________

   Date of Execution of Notice of Guaranteed Delivery ________________________

   Name of Institution Which Guaranteed Delivery _____________________________

* If the aggregate Subscription Price enclosed or transmitted is insufficient
  to purchase the total number of shares included in lines (a) and (b), or if
  the number of shares being subscribed for is not specified, the Rights holder
  exercising this Subscription Certificate shall be deemed to have subscribed
  for the maximum amount of shares that could be subscribed for upon payment of
  such amount. If the number of shares to be subscribed for pursuant to the
  Oversubscription Privilege is not specified and the amount enclosed or
  transmitted exceeds the aggregate Subscription Price for all shares
  represented by this Subscription Certificate (the "Subscription Excess"), the
  Rights holder exercising this Subscription Certificate shall be deemed to
  have exercised the Oversubscription Privilege to purchase, to the extent
  available, that number of whole shares of

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 Common Stock equal to the quotient obtained by dividing the Subscription
 Excess by the Subscription Price, subject to proration as described in the
 Prospectus. To the extent any portion of the aggregate Subscription Price
 enclosed or transmitted remains after the foregoing procedures, such funds
 shall be mailed to the subscriber without interest or deduction as soon as
 practicable.

Subscriber's Signature  ____   Telephone No. (   ) ________

                                    FORM 2

                   (ON REVERSE OF SUBSCRIPTION CERTIFICATE)

   TO TRANSFER YOUR SUBSCRIPTION CERTIFICATE OR SOME OR ALL OF YOUR RIGHTS, OR
TO EXERCISE RIGHTS THROUGH YOUR BANK OR BROKER: Rights represented by this
Subscription Certificate are hereby assigned to (please print in full name and
address and Taxpayer Identification Number or Social Security Number of
permitted transferee):

   Number of Rights being transferred: __________________

   Name of Permitted Transferee and Taxpayer Identification Number or Social
Security
   Number: ______________________________________________

   ______________________________________________________

   Address: _____________________________________________

   With respect to transferees other than banks or brokers the undersigned
hereby certifies that the above-named transferee is either (i) an immediate
relative of the holder of the Rights transferred hereby (i.e., a spouse, a
child or a parent); (ii) an entity wholly owned or controlled by the holder of
the Rights transferred hereby; (iii) if the holder of the Rights transferred
hereby is a corporation or partnership owned or controlled by one person or
entity, the person or entity that owns or controls the holder of such Rights;
(iv) if the holder is a trust, a settlor, grantor, trustee or beneficiary of
the trust or an entity wholly owned or controlled by such settlor, grantor,
trustee or beneficiary; or (v) a transferee receiving Rights pursuant to the
operation of law as a result of the death or dissolution of the Right holder.
Aviation Sales Company or Continental Stock Transfer & Trust Company may, at
their option, request proper showing of the relationship of the transferee to
the transferor(s) and, if not satisfied, have the option of not acknowledging
or giving effect to the purported transfer.

   Signature(s) of Transferor(s) ________________________

   Signatures Guaranteed by: ____________________________


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