EXHIBIT 10.5


         THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED,
         SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS
         IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER
         THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

         RIGHTS OF THE HOLDER TO RECEIVE PAYMENT ARE SUBJECT AND SUBORDINATE TO
         THE PRIOR PAYMENT OF ALL SENIOR DEBT (AS DEFINED IN PARAGRAPH 4 HEREOF)

                               KAV INVENTORY, LLC

                        14% SENIOR SUBORDINATED NOTE - B
                        --------------------------------

December 1, 2000                                                  $13,700,000.00


         KAV Inventory, LLC, a Delaware limited liability company (the
"Company"), hereby promises to pay to the order of Aviation Sales Distribution
Services Company, a Delaware corporation ("Holder"), the principal amount of
Thirteen Million Seven Hundred Thousand Dollars ($13,700,000.00) together with
interest thereon calculated from the date hereof in accordance with the
provisions of this Note.

         1.       Payment of Interest.

                  (a)      Rate. Except as otherwise expressly provided in
paragraph 3(b) hereof, interest shall accrue daily on the unpaid principal
amount of this Note outstanding from time to time at the rate of fourteen
percent (14%) per annum, or (if less) at the highest rate then permitted under
applicable law. Unless prohibited under applicable law, any accrued interest
which is not paid on the date on which it is due and payable shall accrue
interest at the same rate at which interest is then accruing on the principal
amount of this Note until such interest is paid.

                  (b)      Payment Dates. Subject to the provisions of paragraph
4 below, including without limit the restrictions on receipt of payments by the
Holder until such time as the Senior Debt shall have been paid in full and the
commitments to extend credit thereunder have been terminated, the Company shall
pay all accrued interest in cash to the Holder on March 1, 2000 and on the first
day of each and every consecutive third month thereafter. Any accrued interest
which for any reason has not theretofore been paid shall be paid in full on the
date on which the final principal payment on this Note is made. Interest shall
accrue on any principal payment due under this Note and, to the extent permitted
by applicable law, on any interest which has not been paid on the date on which
it is due and payable until such time as payment therefor is actually delivered
to the Holder.

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         2.       Payment of Principal on Note.

                  (a)      Scheduled Payments. Subject to the provisions of
paragraph 4 below, the Company shall pay in full all outstanding principal of
this Note to the Holder on December 1, 2005 ("Maturity Date"), together with all
accrued and unpaid interest on the principal amount being repaid.

                  (b)      Prepayments. Subject to the provisions of paragraph 4
below, the Company may prepay all or any portion of the outstanding principal
amount of this Note in cash without premium or penalty.

         3.       Events of Default.

                  (a)      Definition. For purposes of this Note, an Event of
Default shall be deemed to have occurred if:

                           (i) the Company fails to pay when due and payable
                  (whether at maturity or otherwise) the full amount of interest
                  then accrued on this Note or the full amount of any principal
                  payment on any Note, and such failure to pay is not cured
                  within 5 days after the occurrence thereof;

                           (ii) the Company makes an assignment for the benefit
                  of creditors or admits in writing its inability to pay its
                  debts generally as they become due; or an order, judgment or
                  decree is entered adjudicating the Company bankrupt or
                  insolvent; or any order for relief with respect to the Company
                  is entered under the Federal Bankruptcy Code; or the Company
                  petitions or applies to any tribunal for the appointment of a
                  custodian, trustee, receiver or liquidator of the Company or
                  of any substantial part of the assets of the Company, or
                  commences any proceeding relating to the Company under any
                  bankruptcy, reorganization, arrangement, insolvency,
                  readjustment of debt, dissolution or liquidation law of any
                  jurisdiction; or any such petition or application is filed, or
                  any such proceeding is commenced, against the Company and
                  either (a) the Company by any act indicates its approval
                  thereof, consent thereto or acquiescence therein or (b) such
                  petition, application or proceeding is not dismissed within 60
                  days;

                           (iii) a judgment in excess of $5,000,000 is rendered
                  against the Company or any Subsidiary (in excess of insurance
                  proceeds actually received by or paid on behalf of the
                  Company) and, within 60 days after entry thereof, such
                  judgment is not discharged or execution thereof stayed pending
                  appeal, or within 60 days after the expiration of any such
                  stay, such judgment is not discharged; or

                           (iv) the Company or any Subsidiary defaults in the
                  performance of any obligation or agreement if the effect of
                  such default is to cause an amount exceeding $5,000,000 to
                  become due prior to its stated maturity or to permit the
                  holder or


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<PAGE>

                  holders of any obligation to cause an amount exceeding
                  $5,000,000 to become due prior to its stated maturity.

         The foregoing shall constitute Events of Default whatever the reason or
cause for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                  (b)      Consequences of Events of Default.

                           (i) If any Event of Default has occurred, the
                  interest rate on this Note shall increase immediately by an
                  increment of two percentage points to the extent permitted by
                  law. Any increase of the interest rate resulting from the
                  operation of this subparagraph shall terminate as of the close
                  of business on the date on which no Events of Default exist.

                           (ii) Subject to the provisions of paragraph 4 below,
                  if an Event of Default of the type described in subparagraph
                  3(a)(ii) has occurred, the aggregate principal amount of this
                  Note (together with all accrued interest thereon and all other
                  amounts due and payable with respect thereto) shall become
                  immediately due and payable without any action on the part of
                  the Holder, and the Company shall immediately pay to the
                  Holder all amounts due and payable with respect to this Note.

                           (iii) Subject to the provisions of paragraph 4 below,
                  if any Event of Default (other than under subparagraph
                  3(a)(ii)) has occurred, the Holder may declare all or any
                  portion of the outstanding principal amount of this Note
                  (together with all accrued interest thereon and all other
                  amounts due and payable with respect thereto) to be
                  immediately due and payable and may demand immediate payment
                  of all or any portion of the outstanding principal amount of
                  this Note (together with all such other amounts then due and
                  payable).

                           (iv) The Holder shall also have any other rights
                  which such Holder may have been afforded under any contract or
                  agreement at any time and any other rights which such holder
                  may have pursuant to applicable law.

                           (v) The Company hereby waives diligence, presentment,
                  protest and demand and notice of protest and demand, dishonor
                  and nonpayment of this Note, and expressly agrees that this
                  Note, or any payment hereunder, may be extended from time to
                  time and that the Holder may accept security for this Note or
                  release security for this Note, all without in any way
                  affecting the liability of the Company hereunder.


         4.       Subordination.

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<PAGE>

                  (a)      Extent of Subordination. The Holder will not ask for,
demand, sue for, take or receive from the Company, by set-off or in any other
manner, the whole or any part of any monies which may now or hereafter be owing
by the Company to the Holder, under this Note, whether principal or interest,
due or not due, direct or indirect, absolute or contingent, now existing or
hereafter arising (all such indebtedness, obligations and liabilities
hereinafter collectively referred to as the "Subordinated Debt"), unless and
until first, all Senior Debt (defined below), and second, all Senior
Subordinated Adjustment Debt (defined below), shall have been fully paid and
satisfied in cash and all commitments to extend credit thereunder shall have
been terminated. As used herein, the term "Senior Debt" shall mean (i) all debt,
liabilities and obligations of the Company (or its subsidiaries) with respect to
that certain Loan and Security Agreement, dated as of December 1, 2000 (as
amended, modified and restated from time to time, the "Bank Agreement"), among
the Company, the financial institutions from time to time party thereto (the
"Lenders"), and Bank of America, N.A., as agent for the Lenders (the "Agent"),
including, without limitation, all principal, interest (including, without
limitation, any interest accruing after the commencement of any case, proceeding
or other action relating to the bankruptcy, insolvency or reorganization of the
Company or its subsidiaries), premium, letter of credit obligations, fees and
expenses, including all Enforcement Expenses (as defined below), and (ii) all
deferrals, renewals, extensions, refinancings and refundings of, or amendments,
modifications or supplements to, any of the foregoing, including any such
refinancing provided by financial institutions other than the Agent or any
Lender. As used herein, the term "Senior Subordinated Adjustment Debt" shall
mean (i) all debt, liabilities and obligations of the Company (or its
subsidiaries) with respect to any 14% Senior Subordinated Adjustment Note issued
in connection with the Inventory Purchase Agreement (as defined in the Bank
Agreement), including, without limitation, all principal, interest (including,
without limitation, any interest accruing after the commencement of any case,
proceeding or other action relating to the bankruptcy, insolvency or
reorganization of the Company or its subsidiaries), premium, letter of credit
obligations, fees and expenses, including all Enforcement Expenses, and (ii) all
deferrals, renewals, extensions, refinancings and refundings of, or amendments,
modifications or supplements to, any of the foregoing, including any such
refinancing provided by persons other than the holders thereof. The Agent, the
Lenders and all other financial institutions holding any Senior Debt are
hereinafter referred to as "Senior Lenders". As used herein, the term
"Enforcement Expenses" means all costs and expenses incurred by any holder of
Senior Debt or Senior Subordinated Adjustment Debt in connection with its
enforcement of any rights or remedies with respect to any Senior Debt or Senior
Subordinated Adjustment Debt, the collection of any of the Senior Debt or Senior
Subordinated Adjustment Debt, or the protection of, or realization upon, any
collateral after the occurrence and during the continuance of a default with
respect to any Senior Debt or Senior Subordinated Adjustment Debt, including, by
way of example, reasonable attorneys' fees, court costs, appraisal and
consulting fees, auctioneers' fees, rent, storage, insurance premiums and like
items, and whether or not such amounts are allowed as a claim against the
Company (or its subsidiaries) in any bankruptcy, insolvency or reorganization
proceeding.

                  (b)      Liquidation, Winding Up, etc. Upon any distribution
of assets of the Company or upon any dissolution, winding up, liquidation or
reorganization of the Company, whether in any bankruptcy, insolvency,
reorganization or receivership proceeding or upon an


                                       4
<PAGE>

assignment for the benefit of creditors or any other marshaling of the assets
and liabilities of the Company or otherwise:

                           (i) first, the holders of all Senior Debt, and
                  second, the holders of all Senior Subordinated Adjustment Debt
                  shall be entitled to receive payment in full of the principal
                  thereof, the interest due thereon and any premium, fees,
                  expenses, indemnities or other payment obligation with respect
                  thereto before the Holder is entitled to receive any payment
                  upon the Subordinated Debt; and

                           (ii) any payment or distribution of assets of the
                  Company of any kind or character, whether in cash, property or
                  securities, by set-off or otherwise, to which the Holder would
                  be entitled but for the provisions of this paragraph 4 shall
                  be paid by the liquidating trustee or agent or other Person
                  making such payment or distribution, whether a trustee in
                  bankruptcy, a receiver or liquidating trustee or otherwise:
                  (a) first directly to the holders of Senior Debt or their
                  agents or representatives or to the trustee or trustees under
                  any indenture under which any instruments evidencing any of
                  such Senior Debt may have been issued, ratably according to
                  the aggregate amounts remaining unpaid on account of the
                  principal of, interest on and any premium or other amounts
                  payable with respect to the Senior Debt held or represented by
                  each such holder, to the extent necessary to make payment in
                  full of all Senior Debt remaining unpaid, after giving effect
                  to any concurrent payment or distribution to the holders of
                  the Senior Debt; (b) second , directly to the holder of the
                  Senior Subordinated Adjustment Debt or its agents or
                  representatives; and (c) the remainder, if any, directly to
                  the Holder of this Note and of any indebtedness pari passu in
                  right of payment with this Note, ratably according to the
                  aggregate amounts remaining unpaid on account of the principal
                  of, interest on and any premium or other amounts payable with
                  respect to this Note and with respect to any indebtedness pari
                  passu in right of payment with this Note, after giving effect
                  to any concurrent payment or distribution to the holders of
                  any such pari passu indebtedness; and

                           (iii) if the Holder has not presented a claim in
                  respect of the Subordinated Debt within 15 days of the
                  commencement of any applicable claims filing period, the
                  holders of Senior Debt shall have the right to present such
                  claims in respect of the Subordinated Debt, and if the Senior
                  Debt shall have been paid in full and the commitments to
                  extend credit thereunder have been terminated, the holder of
                  the Senior Subordinated Adjustment Debt shall have the right
                  to present such claims in respect of the Subordinated Debt. So
                  long as any amounts remain due and owing in respect of the
                  Senior Debt or any commitments remain to extend credit
                  thereunder, Holder shall not, without the prior consent of the
                  Lenders, approve a plan in bankruptcy in respect of the
                  Company the terms of which do not call for the payment of the
                  Senior Debt in full in cash on the confirmation date of such
                  plan.


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<PAGE>

The consolidation of the Company with, or the merger of the Company into,
another entity shall not be deemed a dissolution, winding up, liquidation or
reorganization of the Company for the purposes of this paragraph 4(c) if such
other entity is organized in the United States and such entity, as a part of
such consolidation or merger, succeeds to the Company's property and business
and assumes the Company's obligations (including the Senior Debt, the Senior
Subordinated Adjustment Debt and the Subordinated Debt).

                  (c)      Payment Held in Trust. All payments or distributions
by the Company upon or with respect to the Subordinated Debt which are received
by the Holder in violation of or contrary to the provisions of subparagraphs
4(a) or 4(b) above shall be received in trust for the benefit of first, the
holders of the Senior Debt, and second, the holders of the Senior Subordinated
Adjustment Debt, and shall be paid over promptly, with or without demand
therefor, to such holders in the same form as so received (with all necessary
endorsements and assignments) to be applied first to the payment of the Senior
Debt and then to the Senior Subordinated Adjustment Debt. In the event of the
failure of the Holder to make any such endorsement or assignment to the Senior
Lenders, the Senior Lenders, or any of their officers or employees, are hereby
irrevocably authorized to make the same.

                  (d)      Instrument Legend. Any instruments evidencing this
Note will, on the date hereof or promptly hereafter, be inscribed with a legend
conspicuously indicating that payment thereof is subordinated to the claims of
the Senior Lenders. Any instrument evidencing any of the Subordinated Debt, or
any portion thereof, which is hereafter executed by the Company, will, on the
date thereof, be inscribed with the aforesaid legend.

                  (e)      Subordinated Debt Owed Only to the Holder. The Holder
by acceptance of this Note warrants and represents that the Holder has not
previously assigned any interest in this Note to any party, that no party owns
an interest in this Note other than the Holder (whether as joint holders of the
Subordinated Debt, participants or otherwise), and that the entire Subordinated
Debt is owing to the Holder, subject only to the rights of the Senior Lenders
hereunder and the holders of the Senior Subordinated Adjustment Debt, if any.

                  (f)      Acceleration. Notwithstanding anything herein to the
contrary (including any notice delivery requirements), other than pursuant to
the terms of paragraph 3(b)(ii) hereof (the terms of which are not limited by
this paragraph 4(f) but are subject to the other provisions of this paragraph
4), so long as any Senior Debt is outstanding under the Bank Agreement, no
notice of acceleration shall be given or, if given, shall be effective with
respect to this Note, and no proceedings shall be instituted against the Company
to enforce this Note, unless the maturity of any indebtedness under the Bank
Agreement shall have been accelerated, upon notice from the Agent (provided that
nothing contained in this subparagraph 4(f) shall prohibit the immediate
acceleration of this Note upon the commencement of a bankruptcy proceeding with
respect to the Company).

         Nothing contained in this subparagraph 4(f) shall prevent the Holder
from (A) accelerating this Note following the acceleration of any payment due
under the Senior Debt or the declaration that the Senior Debt is immediately due
and payable in full, (B) instituting legal proceedings to enforce and collect
upon the amounts outstanding under this Note in the event that the Lenders
either


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<PAGE>

commence any such proceedings in respect of the Senior Debt or formally commence
the exercise of its or their remedies in respect of any collateral securing the
Senior Debt (other than remedies intended solely for the protection of the
collateral and the lenders' interests therein and not related to any sale or
disposition of or foreclosure upon the collateral), or (C) filing any proof of
claim in respect of the amounts outstanding under this Note in connection with
any bankruptcy or similar proceedings of the Company; provided that any amounts
received or receivable in connection therewith in respect of the Subordinated
Debt by the holders thereof shall be subject to the provisions of subparagraphs
4(a), 4(b) and 4(c) above.

                  (g)      Subrogation. Holder agrees that, regardless of
whether the Senior Debt is secured or unsecured, all Senior Lenders shall be
subrogated to Holder with respect to Holder's claims against the Company until
all of the Senior Debt shall have been paid and fully satisfied and all
commitments to extend credit thereunder shall have been terminated. Upon receipt
by the holders of the Senior Debt and the Senior Subordinated Adjustment Debt of
amounts sufficient to pay all Senior Debt and all Senior Subordinated Adjustment
Debt in full, to the extent any amounts which are otherwise payable with respect
to the Subordinated Debt but for the provisions of this paragraph 4 have been
paid over to the holders of the Senior Debt or of the Senior Subordinated
Adjustment Debt, the Holder shall be subrogated (equally and ratably with all
other indebtedness pari passu with this Note) to the rights of the holders of
Senior Debt and the Senior Subordinated Adjustment Debt to receive payments or
distributions of cash, property or securities of the Company applicable to
Senior Debt and Senior Subordinated Adjustment Debt until the Subordinated Debt
is paid in full, and no such payments or distributions to the holders of the
Senior Debt and the Senior Subordinated Adjustment Debt of cash, property or
securities otherwise distributable to the Holders shall, as between the Company,
its creditors (other than the holders of Senior Debt and Senior Subordinated
Adjustment Debt) and the Holder, be deemed to be payment by the Company to the
holders of the Senior Debt and Senior Subordinated Adjustment Debt. Upon any
payment or distribution of assets of the Company referred to in this paragraph
4, the Holder shall be entitled to rely upon a certificate of the liquidating
trustee or agent or other Person making any distribution to the Holder for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Debt and Senior Subordinated Adjustment Debt
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this paragraph 4. The provisions of this paragraph 4 shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Senior Debt or of the Senior Subordinated Adjustment
Debt is rescinded or must otherwise be returned by the holders of the Senior
Debt or of the Senior Subordinated Adjustment Debt for any reason whatsoever
(including, without limitation, the insolvency, bankruptcy or reorganization of
the Company) all as though such payment had not been made.

                  (h)      Rights Not Subordinated. The provisions of this
paragraph 4 are for the purpose of defining the relative rights of the holders
of Senior Debt and Senior Subordinated Adjustment Debt on the one hand and of
the Holder on the other hand, and nothing herein shall impair (as between the
Company, the Holder and creditors of the Company, other than the holders of the
Senior Debt and Senior Subordinated Adjustment Debt) the Company's obligation to
the Holder to pay to Holder or such holders the full amount of this Note in
accordance with the terms


                                       7
<PAGE>

hereof. No provision of this paragraph 4 shall be deemed to subordinate, to any
extent, any claim or right of the Holder to any claim against the Company by any
creditor or any other Person except to the extent expressly provided herein.

                  (i)      Payment Set Aside. To the extent that (i) the Holder
has turned over any cash, securities or other property received as payments from
the Company to the holders of Senior Debt or Senior Subordinated Adjustment Debt
hereunder for application to the Senior Debt or the Senior Subordinated
Adjustment Debt or (ii) any cash, securities or other property to which the
Holder would otherwise have been entitled (but for the provisions of this
paragraph 4) as payments from the Company are paid to the holders of Senior Debt
or Senior Subordinated Adjustment Debt for application to the Senior Debt or the
Senior Subordinated Adjustment Debt, and any such payments or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside, recovered from or disgorged by the Holder or are otherwise required to be
refunded, repaid or restored by the Holder to the Company or any trustee,
receiver or other Person under any law (including, without limitation, any
bankruptcy or insolvency law or any federal or state equitable cause), then to
the extent of any such restoration the holders of Senior Debt or Senior
Subordinated Adjustment Debt shall repay such amount to the Holder and Holder's
other rights and obligations hereunder shall be renewed and continued in full
force and effect as if such original payment had not been made by the Holder to
the holders of Senior Debt or Senior Subordinated Adjustment Debt. This
subparagraph (i) shall survive the termination and cancellation of this Note.

                  (j)      Term. The provisions of this paragraph 4 shall
constitute a continuing agreement of subordination, and the Senior Lenders may
continue, without notice to the Holder, to lend monies, extend credit and make
other financial accommodations to or for the account of the Company, on the
faith hereof, and the provisions of this paragraph 4 shall be irrevocable by the
Holder until all Senior Debt shall have been paid and fully satisfied and all
financing arrangements between the Company and any Senior Lender relating to the
Senior Debt have been terminated.

                  (k)      Additional Agreements, Among the Company and Senior
Lenders. Any Senior Lender, at any time and from time to time, may enter into
such agreement or agreements with the Company as such Senior Lender may deem
proper, extending the time of payment of or renewing or otherwise altering the
terms of all or any of the Senior Debt or affecting the security underlying any
or all of the Senior Debt, or may exchange, sell, release, surrender or
otherwise deal, with any such security, without in any way impairing or
affecting this Note.

                  (l)      Holder's Waivers. All of the Senior Debt shall be
deemed to have been made or incurred in reliance upon the provisions of this
paragraph 4, and the Holder expressly waives all notice of the acceptance by any
Senior Lender of the subordination and other provisions of this Note, all other
notices whatsoever, and reliance by the Senior Lenders upon the subordination
and other agreements as herein provided. The Holder by its acceptance of this
Note agrees that: (i) no Senior Lender has made any warranties or
representations with respect to the due execution, legality, validity,
completeness or enforceability of the Bank Agreement or any other document or
agreement evidencing Senior Debt, or the collectability of any Senior Debt; (ii)
the Senior Lenders shall be entitled to manage and supervise their loans to the
Company in accordance with their usual practices,


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<PAGE>

modified from time to time as they deem appropriate under the circumstances,
without regard to the existence of any rights that the Holder may now or
thereafter have in or to any of the assets of the Company; and (iii) no Senior
Lender shall have any liability to the Holder for, and the Holder waives any
claim which the Holder may now or hereafter have against any Senior Lender
arising out of, any and all actions which any Senior Lender, in good faith,
takes or omits to take (including, without limitation, actions with respect to
the creation, perfection or continuation of liens or security interests in any
collateral, actions with respect to the occurrence of an event of default,
actions with respect to the foreclosure upon, sale of, release of, depreciation
of or failure to realize upon, any of the collateral and actions with respect to
the collection of any claim for all or any part of the Senior Debt from any
account debtor, guarantor or any other party) with respect to the administration
or the collection o the Senior Debt or the valuation, use, protection or release
of any collateral.

                  (m)      No Waiver. No waiver shall be deemed to be made by
any Senior Lender of any of its rights hereunder, unless the same shall be in
writing signed by such Senior Lender, and each waiver, if any, shall be a waiver
only with respect to the specific instance involved, and shall in no way impair
the rights of such Senior Lender or the obligations of the Holder to such Senior
Lender in any other respect at any other time.

                  (n)      Application of Payments. The Holder hereby agrees
that all payments received by any Senior Lender from the Company may be applied
and reapplied, in whole or in part, to any of the Senior Debt, as such Senior
Lender, in its sole discretion, deems appropriate.

                  (o)      Unsecured Obligation. This Note is an unsecured
obligation of the Company and shall remain unsecured for so long as any Senior
Debt shall remain outstanding or there shall exist any commitment to provide
Senior Debt to the Company.

                  (p)      Priority to Senior Lenders' Rights Hereunder. All
rights and remedies extended to the Senior Lenders pursuant to this paragraph 4
(including, without limitation, the right to receive distributions set forth in
subparagraph (b) and the right to receive payments on the Subordinated Debt made
in contravention of this paragraph 4) shall inure, first, to the Agent, for the
benefit of itself and the Lenders, and any financial institution(s) providing
indebtedness to refinance the Senior Debt under the Bank Agreement, and then, to
the holder of the Senior Subordinated Adjustment Debt.

                  (q)      Complete Nature of Subordination. All rights and
interests of the Senior Lenders shall remain in full force and effect
irrespective of: (i) any lack of validity or enforceability of the documents
relating to the Senior Debt, or any other agreement or instrument relating
thereto; (ii) any exchange, release or non-perfection of the collateral for the
Senior Debt, or any other collateral, or any release or amendment or waiver of
(or consent to departure from) any of the documents relating to the Senior Debt;
or (iii) any other circumstance that might otherwise constitute a defense
available to, or a discharge of, any Senior Lender, the Holder or another
subordinated creditor.


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<PAGE>

                  (r)      No Contest of Liens or Rights; No Prejudicial
Actions. In no event shall the Holder or any other holder of this Note
institute, or join as a party in the institution of, or directly or indirectly
assist in the prosecution of, any action, suit or proceeding seeking a
determination that the lien of the Agent or any other Senior Lender in any of
the assets of any of the Company, or any other rights of any nature under the
documents relating to the Senior Debt, is invalid, unperfected, avoidable or
unenforceable or is or should be subordinated to the interests of any other
person. The Holder or any other holder of this Note hereby consents to the terms
for use of cash collateral, and shall execute any and all agreements relating to
the use of cash collateral, that the Senior Lenders may at any time or from time
to time reasonably request.

         5.       Definitions. For purposes of this Note, the following
capitalized terms have the following meanings:

         "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

         "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control any managing director or general partner of such limited
liability company, partnership, association or other business entity.

         6.       Governing Law. This Note shall be governed by the laws of the
State of Florida, without regard to its conflicts of law principles.

         7.       Cancellation. After all principal and accrued interest at any
time owed on this Note has been paid in full, this Note shall be surrendered to
the Company for cancellation and shall not be reissued.

         8.       Payments. All payments to be made to the Holder of this Note
shall be made in the lawful money of the United States of America in immediately
available funds.

         9.       Place of Payment. Payments of principal and interest shall be
delivered to the Holder of this Note at the following address:


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                  Aviation Sales Distribution Services Company
                  3601 Flamingo Road
                  Miramar, Florida 33027

or to such other address or to the attention of such other person as specified
by prior written notice to the Company.

         10.      Business Days. If any payment is due, or any time period for
giving notice or taking action expires, on a day which is a Saturday, Sunday or
legal holiday in the State of Florida, the payment shall be due and payable on,
and the time period shall automatically be extended to, the next business day
immediately following such Saturday, Sunday or legal holiday, and interest shall
continue to accrue at the required rate hereunder until any such payment is
made.

         11.      This Note may not be assigned by the Holder hereof without the
prior written consent of Company, except to Citicorp USA, Inc., as Agent
("Citicorp"), as required in connection with the Fourth Amended and Restated
Credit Agreement dated May 31, 2000, as amended ("Credit Agreement"), among
Holder, Citicorp and the other financial institutions party thereto, the
Supplemental Term Loan Note (as defined in such Credit Agreement, any assignee
of or successor to Citicorp, or any successor secured lender to Holder in
connection with any refinancing of the credit facilities provided under the
Credit Agreement or such Supplemental Term Loan Note.


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<PAGE>

         IN WITNESS WHEREOF, the Company has executed and delivered this Note on
December 1, 2000.


                                            KAV INVENTORY, LLC


                                            By: /s/ Oscar E. Torres
                                               ---------------------------------
                                                 Name:  Oscar E. Torres
                                                      --------------------------
                                                 Title: Manager
                                                       -------------------------


                                            By: /s/ Benito Quevedo
                                               ---------------------------------
                                                 Name:  Benito Quevedo
                                                      --------------------------
                                                 Title: Manager
                                                       -------------------------


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