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                                                                   Exhibit 10.10

                                December 1, 2000

Kellstrom Industries, Inc.
1100 International Parkway
Sunrise, Florida 33323

Gentlemen:

         Reference is made to that certain Lease dated December 1, 2000 (the
"Real Property Lease"), between Kellstrom Industries, Inc. ("Kellstrom") and
Aviation Sales Distribution Services Company ("ASDSC"), covering the real
property and improvements commonly known as 3702 Knapp Road, Pearland, Brazoria
County, Texas, and being more particularly described in the Real Property Lease
(the "Property").

         Prior to the execution of the Real Property Lease, Kellstrom, ASDSC and
Aviation Sales Company ("AVS"), the parent company of ASDSC, entered into that
certain Asset Purchase Agreement dated September 20, 2000 (as amended, the
"Asset Purchase Agreement"), pursuant to which ASDSC agreed to sell or lease to
Kellstrom substantially all of its assets, including the lease of the Property,
but specifically excluding ASDSC's aircraft spare parts inventory. In connection
with Kellstrom's lease of the Property and in addition to the agreements
contained in the Real Property Lease, both Kellstrom and ASDSC have agreed to
enter into this letter agreement (the "Letter Agreement") to memorialize certain
rights and options to extend the term of the Real Property Lease and to purchase
and sell the Property, all pursuant to the provisions contained herein.
Capitalized terms used herein but not otherwise defined herein shall have the
meanings given to them in the Real Property Lease or the Terms and Conditions
(as defined below).

         Accordingly, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Kellstrom and ASDSC hereby agree as
follows:

                  1. Notwithstanding anything to the contrary contained in the
         Real Property Lease, Kellstrom and ASDSC shall have the following
         rights and options (each, an "OPTION," and collectively, the
         "OPTIONS"):

                  (a)      From and after the expiration of the Term of the Real
                           Property Lease (including any extensions thereof
                           pursuant to the terms of the Real Property Lease or
                           pursuant to this Letter Agreement, as set forth
                           below), and for a period of sixty (60) days
                           thereafter, ASDSC shall have the right and option to
                           require Kellstrom to purchase the Property from ASDSC
                           subject to and in accordance with this Letter
                           Agreement and the terms and conditions attached
                           hereto as SCHEDULE 1 and incorporated herein by
                           reference (the "Terms and Conditions); and



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                  (b)      At any time during the Term of the Real Property
                           Lease and for a period of sixty (60) days after the
                           expiration or earlier termination of the Term of the
                           Real Property Lease (including any extensions thereof
                           pursuant to the terms of the Real Property Lease or
                           this Letter Agreement), Kellstrom shall have the
                           right and option to require ASDSC to sell the
                           Property subject to and in accordance with this
                           Letter Agreement and the Terms and Conditions.

         For purposes of computing the time in which either party may exercise
         the Option (but not for any other purpose under the Real Property
         Lease), the expiration of the Term of the Real Property Lease shall not
         be deemed to have occurred until both (i) the Termination Date has
         occurred in accordance with the Real Property Lease, as modified
         hereby, and (ii) the earlier of the Closing or twenty (20) days after
         either party hereto has notified the other party in accordance with
         Section 32(a) of the Real Property Lease that the Termination Date (as
         modified) has occurred.

                  2. In the event that either party desires to exercise its
         Option, such party (the "OBLIGATING PARTY") shall notify the other
         party (the "OBLIGATED PARTY") in accordance with Section 12 of the
         Terms and Conditions in writing of its exercise of its Option (an
         "EXERCISE NOTICE"). Following such notice, the Obligated Party shall
         complete the purchase and sale of the Property (the "CLOSING") within
         thirty (30) days after the date of the Exercise Notice (the "CLOSING
         DATE") at Kellstrom's offices, 3701 Flamingo Road, Miramar, Florida, or
         at such other location mutually acceptable to the parties.
         Notwithstanding the exercise of the Option, Kellstrom shall be
         obligated to continue making the applicable rental payments to ASDSC
         under the Real Property Lease until the Closing. In the event the
         Closing does not occur because of the action or inaction of Kellstrom,
         ASDSC shall be entitled to all remedies provided for in the Terms and
         Conditions, including, without limitation, the right of specific
         performance.

                  3. ASDSC'S REPRESENTATIONS. ASDSC, as of the date hereof,
         represents and warrants to Kellstrom and agrees with Kellstrom as
         follows in connection with the Property:

                  (a)      The Other Contracts and any matters identified in the
                           Title Commitment are the only contracts, agreements
                           or encumbrances affecting the Property;

                  (b)      To the extent required, a certificate of occupancy
                           has been issued and is in effect for all improvements
                           on the Property. ASDSC has all licenses and permits
                           required to occupy and operate the Property. There
                           are no: (i) to ASDSC's knowledge, pending improvement
                           liens to be made by any governmental authority with
                           respect to the Property, (ii) violations of building
                           codes and/or zoning ordinances or other governmental
                           regulations with respect to the Property, (iii)
                           pending or, to ASDSC's knowledge, threatened lawsuits
                           with respect to the Property, (iv) pending or, to
                           ASDSC's knowledge, threatened condemnation
                           proceedings with respect to the Property, or (v)
                           defects or inadequacies in the Property



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                           which would adversely affect the insurability of the
                           Property or increase the cost thereof. All notices of
                           violations of law or municipal ordinances, orders or
                           requirements noted in or issued at any time prior to
                           Closing by a governmental entity, agency or authority
                           having jurisdiction over or affecting the Property
                           shall be complied with or cured by ASDSC at ASDSC's
                           expense prior to Closing;

                  (c)      To the best of ASDSC's knowledge, the Property has
                           direct, uninterrupted access for pedestrian and
                           vehicular traffic to a publicly dedicated road. ASDSC
                           has no notice or knowledge of any fact or condition
                           which would result in the termination or impairment
                           of any vehicular or pedestrian access to the
                           Property. ASDSC has no notice or knowledge of any
                           fact or condition which would result in the
                           discontinuation of water, sewage, electric,
                           telephone, drainage or other utilities or services to
                           the Property which are necessary and required for the
                           use and operation of the Property. All impact fees
                           have been completely and fully paid for by ASDSC.
                           There shall not be any additional fees imposed as a
                           result of ASDSC's conveyance of the Property to
                           Kellstrom and Kellstrom's subsequent use of the
                           Property;

                  (d)      ASDSC has no notice or knowledge of any condition
                           which would interfere with Kellstrom's use and
                           occupancy of the Property as it is presently used;

                  (e)      To ASDSC's knowledge, there are no latent defects in
                           the structural elements or roof of the improvements
                           on the Property and to the ASDSC's knowledge, all of
                           the structural elements and roof of the Property are
                           in good working order and condition and are not in
                           need of repair or replacement, ordinary wear and tear
                           and routine maintenance excepted;

                  (f)      ASDSC is vested with good, indefeasible and insurable
                           fee simple title to the Realty, subject only to the
                           Permitted Exceptions as provided herein, and there
                           are no encroachments across the boundary lines of the
                           Realty except as shown on that certain survey of the
                           Property dated September 25, 2000, and prepared by
                           C.L. Davis (the "Survey"). ASDSC is vested with good
                           and marketable title to all fixtures, equipment,
                           furnishings and items of personal property referred
                           to in SECTION 1 above free of all financing and other
                           liens or encumbrances;

                  (g)      ASDSC is now in compliance with and shall comply
                           prior to Closing with all laws, rules, regulations,
                           and ordinances of all governmental authorities having
                           jurisdiction over the Property;

                  (h)      Prior to Closing, no portion of the Property or any
                           interest therein shall be further (after the date
                           hereof) alienated, encumbered, conveyed or otherwise
                           transferred;



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                  (i)      This Letter Agreement and the consummation of the
                           transaction contemplated hereby do not and will not
                           contravene any provision of any existing law or
                           regulation, order, decree, writ, injunction or
                           recorded restriction;

                  (j)      ASDSC is not a "foreign person" within the meaning of
                           the United States tax laws and to which reference is
                           made in Internal Revenue Code Section 1445(b)(2). At
                           Closing, ASDSC shall deliver to Kellstrom an
                           affidavit to such effect, and also stating ASDSC's
                           employer identification number and the State within
                           the United States under which ASDSC was organized and
                           exists. ASDSC acknowledges and agrees that Kellstrom
                           shall be entitled to fully comply with Internal
                           Revenue code Section 1445 and all related sections
                           and regulations, as same may be modified and amended
                           from time to time, and ASDSC shall act in accordance
                           with all reasonable requirements of Kellstrom to
                           effect such full compliance by Kellstrom;

                  (k)      To the extent in ASDSC's or ASDSC's agent's or
                           contractor's possession, ASDSC shall provide
                           Kellstrom with (i) all environmental audits,
                           assessments or occupational health studies undertaken
                           during the prior five years by any Governmental
                           Authority, ASDSC or its agents or representatives, or
                           any third party, relating to or affecting the
                           Property; (ii) all ground water, soil, air or
                           asbestos monitoring undertaken by ASDSC or its agents
                           or representatives or undertaken by any Governmental
                           Authority or any third party, relating to or
                           affecting the Property; (iii) all written
                           communications between ASDSC, on the one hand, and
                           any Governmental Authority, on the other hand,
                           arising under or relative to Environmental Laws,
                           including, but not limited to, all notices issued to
                           ASDSC and pertaining to the Property; and (iv) all
                           outstanding citations issued under OSHA, or similar
                           state or local statutes, laws, ordinances, codes,
                           rules, regulations, orders, rulings or decrees,
                           relating to or affecting the Property. For purposes
                           hereof, "Environmental Laws" means all federal,
                           state, regional or local statutes, laws rules,
                           regulations, codes, ordinances, orders or licenses,
                           whether currently in existence or hereafter enacted,
                           any of which govern or relate to pollution,
                           protection of the environment, public health and
                           safety, air emissions, water discharges, waste
                           disposal, hazardous or toxic substances, solid or
                           hazardous waste, occupational, health and safety;

                  (l)      ASDSC has no knowledge of any, and there is no basis
                           for any, pending or threatened litigation which would
                           affect any of the Property;

                  (m)      There are no commissions, or compensation agreements
                           of any kind due in connection with the Property, and
                           any commissions or compensation by reason of
                           agreements entered into by ASDSC or ASDSC's
                           predecessors in connection with the Property shall be
                           paid by ASDSC; and

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                  (n)      The Property constitutes all of the real property
                           owned and used by ASDSC in connection with the
                           operation of the improvements constituting a portion
                           of the Property, and ASDSC has entered into no
                           agreement giving the ASDSC the right to acquire
                           additional real property for use in connection with
                           the Property.

                  KELLSTROM ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT KELLSTROM
                  WILL BE AND IS BEING GIVEN THE OPPORTUNITY TO MAKE FULL AND
                  COMPLETE INSPECTIONS OF THE PROPERTY TO KELLSTROM'S
                  SATISFACTION AS PROVIDED FOR HEREIN. KELLSTROM IS RELYING
                  SOLELY ON KELLSTROM'S OWN INVESTIGATIONS OF THE PROPERTY AND
                  NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ASDSC, OR
                  ANY AGENT, REPRESENTATIVE OR OTHER PARTY ACTING ON BEHALF OF
                  ASDSC. EXCEPT AS TO THE REPRESENTATIONS AND WARRANTIES SET
                  FORTH HEREIN, IT IS THE UNDERSTANDING AND INTENTION OF THE
                  PARTIES THAT THE SALE OF THE PROPERTY FROM ASDSC TO KELLSTROM
                  IS MADE ON AN "AS IS, WHERE IS" BASIS AND WITH ALL FAULTS.
                  ACCORDINGLY, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN,
                  KELLSTROM ACKNOWLEDGES THAT ASDSC HAS NOT MADE, DOES NOT MAKE,
                  AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,
                  WARRANTIES, PROMISES, AGREEMENTS OR GUARANTIES OF ANY KIND OR
                  CHARACTER WHATSOEVER, EXPRESS OR IMPLIED, ORAL OR WRITTEN,
                  RELATING TO, CONCERNING OR WITH RESPECT TO (I) THE VALUE,
                  NATURE, QUALITY OR CONDITION OF THE PROPERTY, (II) THE
                  COMPLIANCE OF OR BY THE PROPERTY WITH ANY LAWS, RULES,
                  REGULATIONS, STATUTES OR ORDINANCES OF ANY APPLICABLE
                  GOVERNMENTAL AUTHORITY OR BODY, (III) THE LIABILITY,
                  MERCHANTABILITY, MARKETABILITY, OR PROFITABILITY, SUITABILITY
                  OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY, OR
                  (IV) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.
                  SPECIFICALLY, KELLSTROM ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE
                  EXPRESSLY SET OUT HEREIN AND THE ASSET PURCHASE AGREEMENT,
                  ASDSC HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND
                  DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES REGARDING
                  COMPLIANCE OF THE PROPERTY WITH ANY ENVIRONMENTAL PROTECTION
                  OR LAND USE LAWS, RULES OR REGULATIONS, ORDERS OR
                  REQUIREMENTS. KELLSTROM REPRESENTS TO ASDSC THAT KELLSTROM
                  SHALL RELY SOLELY UPON ITS OWN INVESTIGATIONS, INSPECTIONS AND
                  STUDIES OF THE PROPERTY, AND NOT ON ANY INFORMATION PROVIDED
                  OR TO BE PROVIDED BY ASDSC, ASDSC'S AGENTS OR CONTRACTORS OR
                  OTHERWISE GENERATED FROM THIRD PARTY SOURCES. ASDSC SHALL NOT
                  BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL



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                  OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION
                  PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF FURNISHED
                  BY ANY PARTY PURPORTING TO ACT ON BEHALF OF ASDSC. THE
                  STATEMENTS AND DISCLAIMERS MADE UNDER THIS PARAGRAPH SHALL
                  EXPRESSLY SURVIVE THE CLOSING.

                  4. The parties hereby agree as follows with respect to the
         extension of the Term of the Real Property Lease:

                  (a)      The term of the Real Property Lease may be extended
                           by Kellstrom for up to six-one month periods in the
                           event and for so long as Kellstrom does not have
                           sufficient Availability (as defined in the Senior
                           Loan Agreement, hereafter defined) under the terms of
                           the Senior Loan Agreement to permit the purchase of
                           the Property in accordance with this Letter
                           Agreement.

                  (b)      For purposes hereof, the term "Senior Loan Agreement"
                           means that certain Amended and Restated Loan and
                           Security Agreement dated as of December 14, 1998
                           among Kellstrom and certain subsidiaries of
                           Kellstrom, as borrowers, and Bank of America, N.A.,
                           certain other lenders and other parties thereto, as
                           amended through the date hereof.

                  (c)      In the event Kellstrom desires to extend the Real
                           Property Lease beyond the initial twelve (12) month
                           term contained therein, Kellstrom may do so for one
                           month at a time upon providing notice to ASDSC at
                           least five (5) days prior to what would otherwise be
                           the Termination Date, along with a schedule certified
                           by the Chief Financial Officer of Kellstrom setting
                           forth the Availability of Kellstrom under the Senior
                           Loan Agreement.

                  (d)      During each month after the initial twelve (12) month
                           Term in which the Real Property Lease continues,
                           Kellstrom agrees to pay to ASDSC Rent for the
                           Property in an amount equal to $20,329.81 per month.

                  (e)      If Kellstrom shall elect to purchase the Property
                           from ASDSC pursuant to this Letter Agreement, then,
                           notwithstanding the provisions of the Real Property
                           Lease to the contrary, following the expiration of
                           the Term, the Real Property Lease shall not be
                           considered terminated and all provisions of the Real
                           Property Lease shall remain in full force and effect
                           until the Property has been purchased pursuant to
                           this Letter Agreement and all payments due under the
                           Real Property Lease (other than Minimum Rental
                           accruing after the date of such purchase) have been
                           received in full by ASDSC.

                  (f)      Upon the occurrence of an event of default under the
                           Real Property Lease by Kellstrom, ASDSC may at its
                           option trigger the Option under this Letter
                           Agreement.



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                  (g)      The definition of the word "Term" contained in the
                           Real Property Lease shall take into consideration any
                           of the six-one month extensions that are utilized in
                           accordance with this Letter Agreement.

         Kellstrom may assign its rights under this Letter Agreement including
(i) Kellstrom's right to exercise its Option, and (ii) any exercised Option,
provided that no such assignment shall release Kellstrom from any of its
obligations hereunder. ASDSC may collaterally assign any or all of its rights
under this Letter Agreement to and for the benefit of (i) its senior revolving
credit lenders and their agent (collectively, "Senior Lenders"), and (ii) the
holder of the Supplemental Term Loan Note (as defined in the Senior Lenders'
Credit Agreement) and its agent; provided that no such assignment shall release
ASDSC from its obligations hereunder or create any obligation on the part of the
Senior Lenders or the holder of the Supplemental Term Loan Note in respect
hereof.

         Please confirm your acknowledgment, agreement and acceptance of the
foregoing by signing where indicated below.




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                                AVIATION SALES DISTRIBUTION

                                SERVICES COMPANY

                                By: /s/ Benito Quevedo
                                    --------------------------------------------
                                      Benito Quevedo, President


Acknowledged, Agreed and Accepted:

KELLSTROM INDUSTRIES, INC.


By: /s/ Zivi R. Nedivi
    ----------------------------------------
       Zivi R. Nedivi
       President and Chief Executive Officer





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                                   SCHEDULE 1

                              TERMS AND CONDITIONS

         Following the exercise of any Option in accordance with the terms of
the Letter Agreement, the following Terms and Conditions shall, along with the
terms and conditions set forth in the Letter Agreement, control in connection
with the purchase and sale of the Property:

         1. PURCHASE AND SALE. ASDSC will sell to Kellstrom and Kellstrom will
purchase from ASDSC those certain parcels of real property located in Pearland,
Brazoria County, Texas including the land and all buildings, structures and
other improvements situated thereon, as more particularly described in EXHIBIT
"A" attached hereto (the "Realty"), together with the following:

                  (a)      All strips and gores of land lying adjacent to the
                           Realty and owned by ASDSC, together with all
                           easements, privileges, rights-of-way, riparian and
                           other water rights, lands underlying any adjacent
                           streets or roads, and appurtenances pertaining to or
                           accruing to the benefit of the Realty;

                  (b)      All of ASDSC's right, title and interest in and to
                           furniture, fixtures, equipment, machinery and
                           personal property used in connection with the
                           operation of the Realty whether or not located on the
                           Realty, including, without limitation, all
                           attachments, appliances, fittings, fixtures and other
                           equipment (the "Equipment");

                  (c)      To the extent assignable, ASDSC's right, title and
                           interest in and to any and all plans, drawings,
                           renderings, applications to governmental authorities
                           and all other work product made or produced in
                           connection with the Realty or any future development
                           thereof (the "Plans");

                  (d)      To the extent assignable, all licenses and contract
                           rights pertaining to the ownership and/or operation
                           of the Realty; and

                  (e)      All other similar assets and properties (whether
                           personal or real property) owned by ASDSC which are
                           used or held for use in connection with the Realty.

The personal property items and fixtures referred to in SECTIONS 1(a) through
1(e) inclusive are hereinafter sometimes collectively called the "Included
Personal Property". The Realty and the Included Personal Property are
hereinafter collectively called the "Property".

         2. PURCHASE PRICE. The purchase price (the "Purchase Price") to be paid
by Kellstrom to ASDSC for the Property is One Million Six Hundred Twenty Six
Thousand Three Hundred Eighty Five and No/100 Dollars ($1,626,385.00).




<PAGE>   10

         3. TERMS OF PAYMENT. At Closing, Kellstrom shall pay the Purchase
Price, subject to adjustments as provided herein, to ASDSC by wire transfer.

         4. TITLE AND SURVEY.

                  (a)      Within fifteen (15) business days after the Exercise
                           Notice, ASDSC shall cause Commonwealth Land Title
                           Company, 5847 San Felipe, Suite 4000, Houston, Texas,
                           Attn: Paige Dunlap (the "Title Company"), to deliver
                           to Kellstrom, at ASDSC's expense, a current owner's
                           title insurance commitment (the "Commitment") naming
                           Kellstrom as the intended insured, which shall show
                           ASDSC to be vested with and ASDSC shall convey to
                           Kellstrom, good, marketable and insurable fee simple
                           title to the Realty, free and clear of all liens and
                           encumbrances, except the following (the "Permitted
                           Exceptions"):

                           (i)      Ad valorem real estate taxes for 2000 and
                                    subsequent years, which at the time of
                                    Closing shall not yet be due and payable;

                           (ii)     All matters shown on Schedule B, Item 9 of
                                    the Commonwealth Land Title Insurance
                                    Company Commitment with an effective date of
                                    October 8, 2000 and G.F. No. 0084136 (the
                                    "October Commitment");

                           (iii)    Matters set forth in this Letter Agreement;

                           (iv)     Matters to be satisfied by ASDSC at or
                                    before the Closing of this transaction; and

                           (v)      Any other matters acceptable to Kellstrom.

                  (b)      Within fifteen (15) business days after the Exercise
                           Notice, Kellstrom may obtain, at Kellstrom's expense,
                           an update of the Survey of the Realty (the "Updated
                           Survey").

         The Commitment to be delivered by the Title Company to Kellstrom shall
show title to the Realty to be vested in ASDSC subject only to the Permitted
Exceptions. If Kellstrom finds title to be defective (but only to the extent not
disclosed in the October Commitment) or if the Updated Survey discloses any
encroachment in the Realty or that improvements located on the Realty encroach
on setback lines, easements, lands of others or violate any restrictions,
provisions of this Letter Agreement or applicable governmental regulations (and
provided that the Title Company cannot provide affirmative insurance as to such
items; and provided further that such items were not disclosed on the Survey,
Kellstrom shall, within ten (10) days after Kellstrom's receipt of the
Commitment and Updated Survey, notify ASDSC in writing specifying the defect(s)
and ASDSC shall cause such defects to be cured by the Closing Date or at
Closing, including the bringing of lawsuits if necessary. ASDSC agrees to remove
by



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payment, bonding, or otherwise any lien against the Property capable of removal
by the payment of money or bonding. ASDSC shall execute appropriate documents at
Closing as required for "gap coverage" by the title insurer to the extent the
title insurer can provide such gap coverage.

         5. DELIVERIES. Within fifteen (15) business days after the Exercise
Notice, ASDSC shall deliver to Kellstrom or Kellstrom's agents, or make
available to Kellstrom or Kellstrom's agents at the office of ASDSC, true,
correct and complete copies of the following (collectively the "Documentation"),
but only to the extent such Documentation is in ASDSC's or ASDSC's agent's
possession or control:

                  (a)      All contracts, arrangements, license agreements,
                           concession, easements, service arrangements,
                           management agreements, brokerage agreements, and any
                           and all other contracts or agreements, whether
                           written or oral, if any, which are unrecorded in the
                           public records of the Counties in which the Realty
                           are located, and which may affect the Property, or
                           the use thereof from and after the Closing Date (the
                           "Other Contracts");

                  (b)      All certificates of occupancy, permits, licenses,
                           authorizations or approvals (other than those which
                           are no longer in effect) in the custody of ASDSC
                           which were issued by any governmental body or agency
                           having jurisdiction over the Property and/or by any
                           utility company or authority, and which in any way
                           are related to the ownership, operation and/or use of
                           the Property (the "Licenses");

                  (c)      All bills issued for the years 1999 and 2000 for real
                           estate and/or personal property taxes and any
                           subsequently issued notices pertaining to such real
                           estate taxes or assessments or personal property
                           taxes applicable to the Property, and evidence that
                           those which are due and payable have been paid in
                           full;

                  (d)      All warranties and guarantees of every kind and
                           nature pertaining to the Property, or any portion
                           thereof, if any, including, but not limited to, the
                           roof warranty(ies), the heating, ventilating and air
                           conditioning warranty(ies), warranty(ies) relating to
                           wood boring infestation and the general contractor's
                           warranty(ies) (the "Warranties") which are in ASDSC's
                           possession or control; and

                  (e)      Any environmental studies, reports and notices
                           relating to the environmental condition of the
                           Property within ASDSC's possession or control or
                           within the possession or control of any of ASDSC's
                           employees or agents;

         6. KELLSTROM'S CONDITIONS PRECEDENT. Without limiting any of the rights
of Kellstrom elsewhere provided for herein, it is agreed that the obligations of
Kellstrom hereunder shall be subject to the fulfillment of each of the
conditions set forth below:



                                      -3-
<PAGE>   12

                  (a)      The warranties and representations made by ASDSC
                           herein and in the Letter Agreement shall be true,
                           correct and complete in all respects from and after
                           the date of the Letter Agreement through the Closing
                           Date.

                  (b)      ASDSC shall have timely performed all covenants,
                           undertakings and obligations and complied with all
                           conditions required hereunder to be performed or
                           complied with by ASDSC.

                  (c)      ASDSC shall have delivered and made available to
                           Kellstrom all closing documents required by SECTION
                           14 hereof.

         In the event any of the conditions precedent set forth in this
subsection are not fulfilled as of Closing, then Kellstrom shall have the option
of waiving the unfulfilled conditions or canceling the Option without any
further liability.

         7. ASDSC'S CONDITIONS PRECEDENT. Without limiting any of the rights of
ASDSC elsewhere provided for herein, it is agreed that the obligations of ASDSC
hereunder shall be subject to Kellstrom having timely performed all covenants,
undertakings and obligations and complied with all conditions required hereunder
to be performed or complied with by Kellstrom.

         8. DEFAULT PROVISIONS. In the event Kellstrom defaults under this
Letter Agreement, ASDSC shall have all remedies allowed to ASDSC under the Asset
Purchase Agreement. If ASDSC defaults, Kellstrom shall have all remedies allowed
to Kellstrom under the Asset Purchase Agreement, and shall also have the right
to seek specific performance of this Letter Agreement in connection with
enforcing its rights under the Asset Purchase Agreement.

         9. CLOSING COSTS. Kellstrom shall pay for the costs of all of its tests
and inspections, the cost of any owner's policy of title insurance issued in
connection with Kellstrom's purchase of the Property, the Survey and the cost of
recording of the Deed. ASDSC shall pay the amounts necessary to clear the
Property of monetary liens and encumbrances that are not Permitted Exceptions.
Each party shall bear its own attorney's fees relating to this transaction. All
certified, confirmed, or ratified and pending liens for governmental
improvements shall be paid in full by ASDSC.

         10. CLOSING. The Closing shall take place as provided in the Letter
Agreement. In any and all events, Kellstrom and ASDSC shall have right to waive
in writing any one or every condition precedent or contingency set forth herein
and compel the conveyance of title.

         At Closing, ASDSC shall execute and deliver to Kellstrom the following
closing documents:

                  (a)      a Special Warranty Deed (the "Deed"), fully executed
                           and acknowledged by ASDSC, conveying to Kellstrom
                           good, marketable and insurable fee simple title to
                           the Property free and clear of all liens,




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<PAGE>   13

                           encumbrances, restrictions covenants and other
                           matters, except the Permitted Exceptions;

                  (b)      an appropriate bills paid affidavit;

                  (c)      an affidavit of exclusive possession;

                  (d)      a non-foreign affidavit;

                  (e)      an appropriate bill of sale with warranty of title
                           for all personal property included in this
                           transaction;

                  (f)      appropriate assignments of all deposits, licenses,
                           easements, rights-of-way, contract rights, guarantees
                           and warranties, intangible rights and other property
                           and rights included in this transaction, together
                           with all original Warranties;

                  (g)      proof of payment of all real estate and personal
                           property taxes assessed against the Property through
                           2000;

                  (h)      all original Licenses and certificates, if any;

                  (i)      Affidavits required by the Title Company in order to
                           cure any defect in or objection or exception to
                           title, in such form and containing such statement as
                           may be required by such Title Company to cure any
                           defect and eliminate all objections and exceptions
                           except the Permitted Exceptions;

                  (j)      At Closing, ASDSC shall deliver to Kellstrom all
                           keys, combinations for any other locks and all
                           instruments of access to the Property;

                  (k)      Such other documents as are required by this Letter
                           Agreement to be delivered to Kellstrom at Closing.

         At Closing, ASDSC and Kellstrom shall each execute counterpart closing
statements.

         11. BROKERAGE. The parties each represent and warrant to the other that
no realtor has been involved in the transfer of the Property. If a claim for
brokerage commissions or finder's fees in connection with this transaction is
made by any broker, salesman or finder claiming to have dealt through or on
behalf of one of the parties hereto, such party shall indemnify, defend and hold
harmless the other party hereunder, and such other party's officers, directors,
agents and representatives, from all liabilities, damages, claims, costs, fees
and expenses whatsoever (including reasonable attorney's fees and court costs)
with respect to said claim for brokerage. The provisions of this Section shall
survive the Closing and any cancellation or termination of this Letter
Agreement.



                                      -5-
<PAGE>   14

         12. NOTICES. All notices, requests, demands, claims, and other
communications hereunder shall be in writing and shall be deemed given if
delivered by certified or registered mail (first class postage prepaid),
guaranteed overnight delivery or facsimile transmission if such transmission is
confirmed by delivery by certified or registered mail (first class postage
prepaid) or guaranteed overnight delivery, to the following addresses and
telecopy numbers (or to such other addresses or telecopy numbers which any party
shall designate in writing to the other parties):

         If to Kellstrom at:

                  Kellstrom Industries, Inc.
                  3701 Flamingo Road
                  Miramar, Florida 33027
                  Attn:    Fred von Husen
                  Telecopy:  (954) 858-2449

         with a copy to:

                  Akerman Senterfitt & Eidson, P.A.
                  Las Olas Centre II, Suite 1600
                  350 East Las Olas Boulevard
                  Ft. Lauderdale, FL 33301-2229
                  Attn: Bruce I. March, Esq.
                  Telecopy:  (954) 463-2224

         If to ASDSC at:

                  Aviation Sales Company
                  3601 Flamingo Road
                  Miramar, Florida  33027
                  Attn:  Dale Baker, Chief Executive Officer
                  Telecopy:  (954) 538-6775

         with a copy to:

                  Boyar & Miller
                  4265 San Felipe, Suite 1200
                  Houston, Texas 77027
                  Attn: J. William Boyar
                  Telecopy: (713) 552-1758

Notices shall be deemed given when accepted or refused if delivered by hand or
by overnight delivery service, or on the third (3rd) day following the date
mailed, if mailed in accordance with the foregoing.



                                      -6-
<PAGE>   15

         13. RISK OF LOSS. In the event of any damage to the Property by fire or
other casualty, Kellstrom can elect to either cancel this Letter Agreement or
close with all proceeds of insurance and all claims relating to the casualty
assigned to Kellstrom at Closing.

         14. INDEMNIFICATION. The terms of the Asset Purchase Agreement shall
control with respect to the indemnity obligations of ASDSC and Kellstrom.

         15. DUTY OF CONFIDENTIALITY.

                  (a)      Kellstrom agrees to keep all information and/or
                           reports obtained from ASDSC, and the results of all
                           of Kellstrom's tests and inspections, confidential
                           and will not disclose any such information to any
                           person or entity, other than to its employees,
                           lawyers, accountants, consultants, partners,
                           investors, lenders and financial advisors, without
                           obtaining the prior written consent of ASDSC.

                  (b)      Kellstrom and ASDSC each agree that, in addition to
                           the foregoing, the confidentiality provisions of the
                           Asset Purchase Agreement shall control as to this
                           Letter Agreement.

        16. MISCELLANEOUS.

                  (a)      In construing this Letter Agreement, the singular
                           shall be held to include the plural, the plural shall
                           include the singular, the use of any gender shall
                           include every other and all genders, and captions and
                           paragraph headings shall be disregarded.

                  (b)      All of the exhibits attached to this Letter Agreement
                           are by reference thereto incorporated in, and made a
                           part of, this Letter Agreement.

                  (c)      ASDSC agrees that at any time and from time to time,
                           before and after the Closing, to execute and deliver
                           such further documents and do such further acts and
                           things Kellstrom may reasonably request in order to
                           fully effectuate the purposes of this Letter
                           Agreement.

                  (d)      This Letter Agreement may be executed in two or more
                           counterparts, each of which shall be deemed an
                           original, but all of which together shall constitute
                           one and the same instrument.

                  (e)      Time shall be considered of the essence with respect
                           to all of the provisions contained in this Letter
                           Agreement.



                                      -7-
<PAGE>   16

                  (f)      This Letter Agreement shall be assignable by
                           Kellstrom provided that no assignment by Kellstrom
                           shall release it of any of its obligations hereunder.

                  (g)      If the transfer of the Realty by ASDSC to Kellstrom
                           is subject to compliance with any municipal, county
                           or state regulations concerning the subdivision of
                           lands, ASDSC shall be responsible for complying with
                           all such applicable regulations and obtaining all
                           required permits, plats, waiver of plats or other
                           approvals from the applicable governmental agency
                           prior to Closing.

                  (h)      This Letter Agreement, the Real Property Lease and
                           the related Asset Purchase Agreement and all exhibits
                           attached hereto and thereto constitute the entire
                           agreement between the parties and supersede any prior
                           oral or written agreements between the parties with
                           respect to the subject matter hereof. This Letter
                           Agreement (including all exhibits and addenda
                           attached hereto) may not be changed, altered or
                           modified except by an instrument in writing executed
                           by all parties. This Letter Agreement (including all
                           exhibits attached hereto) shall be binding upon the
                           parties and their respective successors and assigns.
                           Notwithstanding the foregoing, all representations,
                           warranties and indemnities contained in the Asset
                           Purchase Agreement which are applicable to the
                           Property, shall survive the Closing of this
                           transaction and shall be applicable to the Property
                           to the extent set forth in the Asset Purchase
                           Agreement and to the extent they do not conflict with
                           the indemnities set forth herein.

                  (i)      The terms, provisions and conditions of this Letter
                           Agreement shall be governed by and construed in
                           accordance with the laws of the State of Texas.

                  (j)      The Texas Real Estate License Act requires that ASDSC
                           notify Kellstrom that Kellstrom should either (i)
                           have an attorney examine an abstract of title to the
                           Property, or (ii) obtain a title insurance policy
                           covering the Property. Notice to that effect is,
                           therefore, hereby given to and acknowledged by
                           Kellstrom.

                  (k)      KELLSTROM HEREBY WAIVES ITS RIGHTS UNDER THE
                           DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT,
                           SECTION 17.41 ET SEQ. OF THE TEXAS BUSINESS &
                           COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL
                           RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN
                           ATTORNEY OF KELLSTROM'S OWN SELECTION, KELLSTROM
                           VOLUNTARILY CONSENTS TO THIS WAIVER.




                                      -8-
<PAGE>   17

                                    EXHIBIT A
                                Legal Description

                          METES AND BOUNDS DESCRIPTION
                         9.5360 ACRES OUT OF LOT 77 & 78
                             ZYCHLINSKI SUBDIVISION
                        PEARLAND, BRAZORIA COUNTY, TEXAS

All that certain 9.5360 acres out of Lots 77 & 78 of the Zychlinski Subdivision
according to the plat recorded in Vol. 29, Pg. 43 Brazoria County Deed Records,
Abstract 542 and being more particularly described by metes and bounds as
follows:

Beginning at a found 1" iron pipe marking a point from which the original
northwest corner of that certain called 5.00 acre tract described in a deed
dated 6/17/1987 from Pearland Investment Co. to Harry E. Bradley filed in Vol.
433, Pg. 86 Brazoria County Official Records, bears N 00(Degree) 01' 30" -
40.00' and from which the intersection of the south right-of-way line of Knapp
Road and the east right-of-way line of North Main Street (Texas Highway 35)
bears N 89(Degree) 54' 34" W - 972.32' and being on the south right-of-way line
of Knapp Road (90' wide);

Thence S 89(Degree) 54' 34" E - 354.49' with the south right-of-way line of
Knapp Road as established by that certain right-of-way deed filed in Vol. 1379
Pg. 48 Brazoria County Deed Records to a set 5/8" iron rod and marking the
northwest corner of that certain 4.8584 acre tract as described in a deed dated
6/17/1987 from Pearland Investment Co. to Harry E. Bradley filed in Vol. 433,
Pg. 86 Brazoria County Official Records; from which the common north corner of
said Lots 77 & 78 bears N 00(Degree) 01' 30" E - 40.00';

Thence East continuing with the south right-of-way line of Knapp Road (90'
wide), passing a call and found 5/8" iron rod at 450.02' and continuing a total
distance of 839.93' to a call and found 1/2" iron rod marking the northeast
corner of said 4.8584 acre tract;

Thence South - 96.05' with the west line of that certain Tract "C" as described
in a deed dated 2/28/1979 from Frank A. Touisinau, Trustee to City of Pearland
filed in Vol. 1447, Pg. 287 Brazoria County Deed Records to a point for corner
marking the southeast corner of said 4.8584 acre tract and being in the bed of
an existing ditch commonly known as Hickory Slough, from which a call and found
1/2" iron rod marking the southwest corner of said Tract "C" bears South 38.56'
(called 38.95');

Thence West - 50.00' with the south line of said 4.8584 acres to a set 5/8" iron
rod for angle point;



                                      -9-
<PAGE>   18

Thence S 69(Degree) 46' 00" W - 565.14' continuing with the south line of said
4.8584 acre tract to a set 5/8" iron rod marking the point of curvature of a
curve to the left having a radius of 283.66' a central angle of 31(Degree) 30'
00";

Thence with said curve and continuing with the south line of said 4.8584 acre
tract an arc distance of 155.95' to the point of tangency from which a set 5/8"
iron rod for reference point bears N 40(Degree) 26' 54" W - 40.25';

Thence S 38(Degree) 16' 00" W - 218.46' continuing with the south line of said
4.8584 acre tract to a point for corner being in the east line of said called
5.00 acre tract;

Thence S 00(Degree) 01' 30" W - 21.00' with the east line of said called 5.00
tract to a set 5/8" iron rod for corner marking the southeast corner of said
5.00 acre tract;

Thence West - 354.49' with the south line of said 5.00 acre tract to a call and
found 1" iron pipe for corner;

Thence N 00(Degree) 01' 30" E - 575.06' with the east line of that certain 2.00
acre tract as described in a deed dated 5/20/1986 from R.L. Delhomme to
Manhatten Building Co. filed in Vol. 283, Pg. 158 Brazoria County Deed Records
to the POINT OF BEGINNING and containing 9.5360 acres (415,389 square feet) of
land more or less.






                                      -10-