EXHIBIT 10.21

                          AMENDMENT NO. 1 TO AGREEMENT

         THIS AMENDMENT NO. 1 TO AGREEMENT is made and entered into as of this
4th day of December, 2000 (the "Amendment"), between AVIATION SALES COMPANY, a
Delaware corporation (the "Company"), LJH, CORPORATION, a Texas corporation, of
which Lacy J. Harber is the sole stockholder ("LJH Corp.") and LACY J. HARBER
("Harber"), an individual and resident of the State of Texas (Harber and LJH
Corp., and their respective affiliates and associates, are hereinafter referred
to collectively as the "Harber Group").

         WHEREAS, the Company, LJH Corp., and Harber are parties to the
Agreement dated as of March 10, 2000 (the "Agreement"); and

         WHEREAS, the Board of Directors of the Company (the "Board") has agreed
to amend its Rights Agreement dated as of November 1, 1999 (as amended by
Amendment No. 1 to Rights Agreement, dated as of March 14, 2000) (the "Rights
Agreement") to permit the Harber Group to beneficially own up to, but not more
than, thirty percent (30%) of the issued and outstanding shares of common stock
of the Company, par value $0.001 per share (the "Common Stock"), without
triggering the distribution of rights under the Rights Agreement ("Amendment No.
2 to Rights Agreement"); and

         WHEREAS, the Board has approved the transactions contemplated by
Amendment No. 2 to Rights Agreement and this Amendment upon the terms and
conditions contained therein and herein; and

         WHEREAS, pursuant to Section 6.5 of the Agreement, the Agreement may be
amended with the approval of all parties thereto; and

         WHEREAS, a majority of the Disinterested Directors (as defined in the
Agreement) has approved the waiver and amendment of certain provisions of the
Agreement pursuant to Sections 3.11 and 6.5 of the Agreement;

         NOW, THEREFORE, the Agreement is hereby amended as follows:

         1. Amendment of Section 3.1(b). Section 3.1(b) of the Agreement is
hereby amended and restated in its entirety to read as follows:

         "No member of the Harber Group shall, prior to March 10, 2005, directly
         or indirectly acquire, offer to acquire, agree to acquire, become the
         beneficial owner of or obtain any rights in respect of any Company
         Voting Securities, by purchase or otherwise, or take any action in
         furtherance thereof, if the effect of such acquisition, agreement or
         other action would be (either immediately or upon consummation of any
         such acquisition, agreement or other action, or upon the expiration of
         any period of time provided in any such acquisition, agreement or other
         action) to increase the aggregate beneficial ownership of Company
         Voting Securities by the Harber Group to such number of Company Voting
         Securities that represents or possesses greater than 30.0% of the
         Combined Voting Power of Company Voting Securities; provided,

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         however, that shares of Common Stock beneficially owned by Roy T.
         Rimmer ("Rimmer") solely through the grant of stock options by the
         Company to Rimmer as a Director of the Company shall be excluded from
         such percentage. Notwithstanding the foregoing maximum percentage
         limitation, (A) no member of the Harber Group shall be obligated to
         dispose of any Company Voting Securities beneficially owned in
         violation of such maximum percentage limitation if, and solely to the
         extent that, its beneficial ownership is or will be increased solely as
         a result of a repurchase, redemption or other acquisition of any
         Company Voting Securities by the Company or any of its subsidiaries,
         and (B) the foregoing maximum percentage limitation shall not prohibit
         any purchase of Company Voting Securities by any member of the Harber
         Group directly from the Company (including pursuant to the exercise of
         stock options, rights, subscription rights or standby purchase
         obligations in connection with rights offerings by the Company),
         provided such purchase is approved by a majority of the Disinterested
         Directors.

         2. Binding Effect. This Amendment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.

         3. Execution in Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

         4. Governing Law. This Amendment shall be governed by, and interpreted
in accordance with, the laws of the State of Delaware, without regard to
principles of conflict of laws.

         5. Effectiveness. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

                                     LACY J. HARBER


                                     By: /s/ Lacy J. Harber
                                         ---------------------------------------
                                     Name: Lacy J. Harber



                                     LJH, CORPORATION


                                     By: /s/ Lacy J. Harber
                                         ---------------------------------------
                                     Name: Lacy J. Harber
                                     Title:   President



                                     AVIATION SALES COMPANY


                                     By: /s/ Dale S. Baker
                                         ---------------------------------------
                                     Name: Dale S. Baker
                                     Title:  Chairman of the Board


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