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                           AVIATION DISTRIBUTORS, INC.

                                  AMENDMENT TO 

                              EMPLOYMENT AGREEMENT

     THIS AMENDMENT to the Employment Agreement dated July 16, 1997 (the
"Employment Agreement") by and between OSAMAH S. BAKHIT, a married man residing
at 23015 Cecilia, Mission Viejo, California 92691 ("BAKHIT" or "Executive"), and
AVIATION DISTRIBUTORS, INC., a Delaware corporation with offices at One Wrigley
Drive, Irvine, California  92618 (the "Company" or "ADI") is made as of this
17th day of November, 1997 for the purpose of setting forth the agreement of the
parties with respect to certain amended terms of the Employment Agreement, a
copy of which is attached hereto as Exhibit "A" and incorporated herein by this
reference, as set forth below:

     1.   The parties agree to amend Section 1.1 of the Employment Agreement to 
read in full as follows:  

          1.1  Executive shall be employed by the Company.  Executive shall
               devote substantially all of his working time and efforts to
               the business of the Company.  Until revised by mutual
               agreement, Executive's duties shall be as set forth in the
               Memorandum of Duties dated November 17, 1997, a copy of
               which is attached hereto as Exhibit "B" and incorporated
               herein by this reference.  Executive shall perform such
               duties and responsibilities in accordance with the practices
               and policies of the Company as in effect from time to time
               in accordance with Executive's employment arrangements with
               the Company.  Executive shall report directly to the Board. 


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     2.   The Company agrees to observe and abide by the terms and conditions
set forth in the resolutions of the Board of Directors as set forth in the
Certificate of Secretary dated November 13, 1997, a copy of which is attached
hereto as Exhibit "C" and incorporated herein by this reference.

     3.   The Company agrees to observe and abide by all of the terms and
conditions of the Employment Agreement other than as amended hereby.  In
connection with the Company's agreement to indemnify BAKHIT as set forth in
Section 21 of the Employment Agreement, the Company (i) acknowledges that the
Company will continue to honor its contractual and statutory duty to indemnify
him to the full extent permitted by Delaware law for any costs, expenses or
damages suffered as a consequence of such litigation or investigations, (ii)
agrees to advance the costs of defense for BAKHIT in connection with legal
actions brought against him, whether civil, criminal, or administrative in
nature.

     4.   BAKHIT hereby resigns as the President, Chief Executive Officer,
Chairman of the Board, and a member of the Board of Directors of ADI, and ADI
hereby accepts such resignation.

     5.   The Company agrees to use its best efforts and to take such steps as
may be reasonably necessary to provide that BAKHIT will continue to be covered
by the Company's directors and officers insurance.  The Company acknowledges
that nothing herein is intended to constitute grounds for BAKHIT's exclusion
from coverage.

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     IN WITNESS WHEREOF, the parties have executed this Amendment to the
Employment Agreement at Irvine, California on the date first written above.

AVIATION DISTRIBUTORS, INC.


By: /s/ Bruce H. Haglund
   --------------------------------
   Bruce H. Haglund, Secretary


/s/ OSAMAH S. BAKHIT
-----------------------------------
OSAMAH S. BAKHIT



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