<PAGE>   1
                                                                    Exhibit 10.5


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                            NON-COMPETITION AGREEMENT

                                      AMONG

                           KELLSTROM INDUSTRIES, INC.,

                               KAV INVENTORY, LLC,

                  AVIATION SALES DISTRIBUTION SERVICES COMPANY,

                                       AND

                             AVIATION SALES COMPANY



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



                                DECEMBER 1, 2000





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<PAGE>   2

                                      INDEX

                                                                          Page
                                                                          ----

ARTICLE I DEFINITIONS.......................................................1

      1.1 Defined Terms.....................................................1
      1.2 Other Definitional Provisions.....................................3

ARTICLE II REPRESENTATIONS AND WARRANTIES OF KELLSTROM......................4

      2.1 Corporate Status..................................................4
      2.2 Corporate Power and Authority.....................................4
      2.3 Enforceability....................................................4
      2.4 No Violation......................................................5

ARTICLE III REPRESENTATIONS AND WARRANTIES OF AVS...........................5

      3.1 Corporate Status..................................................5
      3.2 Power and Authority...............................................5
      3.3 Enforceability....................................................5
      3.4 No Violation......................................................6

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF KAV............................6

      4.1 Status............................................................6
      4.2 Power and Authority...............................................6
      4.3 Enforceability....................................................6
      4.4 No Violation......................................................7

ARTICLE V COVENANT NOT TO COMPETE...........................................7

      5.1 Restrictive Covenants.............................................7

ARTICLE VI GENERAL PROVISIONS...............................................8

      6.1 Notices...........................................................8
      6.2 Entire Agreement..................................................9
      6.3 Amendment; Waiver.................................................9
      6.4 Binding Effect; Assignment.......................................10
      6.5 Counterparts.....................................................10
      6.6 Interpretation...................................................10
      6.7 Severability.....................................................10
      6.8 Governing Law; Jurisdiction......................................10
      6.9 Arm's Length Negotiations........................................11




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                            NON-COMPETITION AGREEMENT

         This Non-Competition Agreement (this "Agreement") is entered into as of
December 1, 2000 (the "Effective Date") among Kellstrom Industries, Inc., a
Delaware corporation ("Kellstrom"), KAV Inventory, LLC, a Delaware limited
liability company ("KAV"), Aviation Sales Company, a Delaware corporation
("AVS") and Aviation Sales Distribution Services Company, a Delaware corporation
("AVSDS").

                                    RECITALS

         The AVS Companies (as hereinafter defined) are engaged in, among other
things, the redistribution of aircraft engines, aircraft parts and aircraft
engine parts through sale, lease and exchange transactions (the "Business").
Contemporaneous with the execution of this Agreement, Kellstrom is purchasing
certain assets of the Business pursuant to that certain Asset Purchase Agreement
dated as of September 20, 2000 among Kellstrom, AVS and AVSDS (the "Asset
Purchase Agreement"), and the KAV is purchasing certain inventory of the
Business pursuant to that certain Inventory Purchase Agreement dated as of
September 20, 2000 among KAV, AVS and AVSDS (the "Inventory Purchase
Agreement"). As a material inducement to Kellstrom and KAV to enter into the
Asset Purchase Agreement and the Inventory Purchase Agreement and to consummate
the transactions contemplated thereby, AVS and AVSDS agreed to make the
covenants and agreements contained herein on the terms and subject to the
conditions contained in this Agreement.

                               TERMS OF AGREEMENT

         In consideration of the mutual representations, warranties, covenants
and agreements contained herein, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1 DEFINED TERMS. As used herein, the following terms shall have the
following meanings:

                  "Affiliate" shall have the meaning ascribed to it in Rule
                  12b-2 of the General Rules and Regulations promulgated under
                  the Exchange Act (as hereinafter defined), as in effect on the
                  date hereof.

                  "AVS Companies" means AVS or any of its Subsidiaries or any of
                  their respective successors and assigns.



<PAGE>   4

                  "Change of Control of AVS" means (i) a reorganization, merger
                  or consolidation of AVS with a Competitor or any Affiliates of
                  a Competitor in which AVS is not the surviving entity, or (ii)
                  the acquisition by a Competitor, or by any Affiliate of a
                  Competitor, of all of the issued and outstanding shares of
                  capital stock of AVS in one or more transactions.

                  "Competitor" means any Person that has a substantial portion
                  of its business in the aviation and/or aerospace industry.

                  "Contract" means any agreement, contract, lease, note,
                  mortgage, indenture, loan agreement, franchise agreement,
                  covenant, employment agreement, lease agreement, exchange
                  agreement, license agreement, instrument, purchase or sales
                  order, commitment, undertaking or obligation, in each case,
                  whether written or oral, express or implied.

                  "Cooperation Agreement" means that certain Cooperation
                  Agreement between Kellstrom and AVS of even date herewith.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended, or any successor thereto, and any rules and
                  regulations promulgated thereunder.

                  "Governmental Authority" means any nation or government, any
                  state, regional, local or other political subdivision thereof,
                  and any entity or official exercising executive, legislative,
                  judicial, regulatory or administrative functions of or
                  pertaining to government.

                  "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
                  Act of 1976, as amended, or any successor thereto, and any
                  rules and regulations promulgated thereunder.

                  "MRO Business" means the business of maintaining, repairing
                  and overhauling aircraft, aircraft engines, aircraft parts and
                  aircraft engine parts.

                  "Material Adverse Change (or Effect)," with respect to any
                  Person, means a change (or effect) in condition (financial or
                  otherwise), properties, assets, liabilities, rights,
                  obligations, operations or business of such Person which
                  change (or effect), individually or in the aggregate, is
                  materially adverse to such condition (financial



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<PAGE>   5

                  or otherwise), properties, assets, liabilities, rights,
                  obligations, operations or business.

                  "Permitted Activities" has the meaning given to such term in
                  the Cooperation Agreement.

                  "Person" means an individual, partnership, corporation,
                  business, trust, joint stock company, estate, trust,
                  unincorporated association, joint venture, Governmental
                  Authority or other entity, of whatever nature.

                  "Redistribution Business" means the business of purchasing for
                  resale, exchange or lease aircraft for disassembly, aircraft
                  engines, aircraft parts and aircraft engine parts, in each
                  case, in new, overhauled, serviceable or repairable condition
                  (but excluding the purchase of factory new parts from original
                  equipment manufacturers or authorized distributors thereof).

                  "SEC" means the United States Securities and Exchange
                  Commission.

                  "Subsidiaries" means any Person in which a party hereto or any
                  Subsidiary of a party hereto (i) directly or indirectly owns
                  (beneficially or of record) or has the power to vote fifty
                  percent (50%) or more of the outstanding voting stock or other
                  equity interests, or (ii) otherwise controls the management or
                  operation.

                  "Threatened" means any demand or statement that has been made
                  in writing or any notice that has been given in writing in
                  connection with a claim, charge, proceeding, dispute, action
                  or other matter.

         1.2 OTHER DEFINITIONAL PROVISIONS.

                  (a) All terms defined in this Agreement shall have the defined
meanings when used in any certificates, reports or other documents made or
delivered pursuant hereto or thereto, unless the context otherwise requires.

                  (b) All terms defined in the singular shall have a comparable
meaning when used in the plural, and vice versa.

                  (c) All matters of an accounting nature in connection with
this Agreement and the transactions contemplated hereby shall, except as
expressly set forth herein, be determined in accordance with GAAP applied on a
basis consistent with prior periods.



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                  (d) As used herein, the neuter gender shall also denote the
masculine and feminine, and the masculine gender shall also denote the neuter
and feminine, where the context so permits.

                  (e) Whenever the words "include," "includes" or "including"
are used in this Agreement, they shall be deemed to be followed by the words
"without limitation."

                  (f) Whenever this Agreement provides for a payment to be made
by any party, such payment shall be made by wire transfer of immediately
available United States funds.

                  (g) When a reference is made in this Agreement to an article,
section, paragraph, clause, schedule or exhibit, such reference shall be deemed
to be to this Agreement unless otherwise indicated.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF KELLSTROM

         As a material inducement to AVS and AVSDS to enter into this Agreement
and to consummate the transactions contemplated hereby, Kellstrom makes the
following representations and warranties to AVS and AVSDS:

         2.1 CORPORATE STATUS. Kellstrom is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the requisite corporate power and authority to own or lease its
properties and to carry on its business as now being conducted. Kellstrom is
legally qualified to transact business as a foreign corporation, and is in good
standing as such, in those jurisdictions set forth on SCHEDULE 2.1. There is no
pending or threatened proceeding for the dissolution, liquidation, insolvency or
rehabilitation of Kellstrom.

         2.2 CORPORATE POWER AND AUTHORITY. Kellstrom has the corporate power
and authority to execute and deliver this Agreement to perform its obligations
hereunder and to consummate the transactions contemplated hereby. Kellstrom has
taken all corporate actions necessary to authorize the execution and delivery of
this Agreement, the performance of its obligations hereunder and the
consummation of the transactions contemplated hereby.

         2.3 ENFORCEABILITY. This Agreement has been duly executed and delivered
by Kellstrom and constitutes the legal, valid and binding obligation of
Kellstrom, enforceable against Kellstrom in accordance with its terms, except as
the same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally and general equitable principles regardless of whether such
enforceability is considered in a proceeding at law or in equity.



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         2.4 NO VIOLATION. Except as set forth in SCHEDULE 2.4, the execution or
delivery of this Agreement, the performance by Kellstrom of its obligations
hereunder or the consummation by it of the transactions contemplated hereby do
not (i) contravene any provision of the Restated Certificate of Incorporation or
By-Laws of Kellstrom, each as amended to date, (ii) violate or conflict with any
law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or
order of any Governmental Authority or of any arbitration award which is either
applicable to, binding upon or enforceable against Kellstrom, to the extent such
violation or conflict could have a Material Adverse Effect on Kellstrom, (iii)
conflict with, result in any breach of, or constitute a default (or an event
which would, with the passage of time or the giving of notice or both,
constitute a default) under, or give rise to a right to terminate, amend,
modify, abandon or accelerate, any Contract which is applicable to, binding upon
or enforceable against Kellstrom, (iv) result in or require the creation or
imposition of any Lien upon or with respect to any of the property or assets of
Kellstrom or (v) require the consent, approval, authorization or permit of, or
filing with or notification to, any Governmental Authority, any court or
tribunal or any other Person, except any SEC and other filings required to be
made by Kellstrom and any filings required to be made by the parties under the
HSR Act, if any.

                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF AVS AND AVSDS

         As a material inducement to Kellstrom to enter into this Agreement and
to consummate the transactions contemplated hereby, AVS and AVSDS, jointly and
severally, make the following representations and warranties to Kellstrom and
KAV:

         3.1 CORPORATE STATUS. Each of AVS and AVSDS is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the requisite power and authority to own or lease its
properties and to carry on its business as now being conducted. Each of AVS and
AVSDS is legally qualified to transact business as a foreign corporation, and is
in good standing as such, in those jurisdictions set forth on SCHEDULE 3.1.
There is no pending or Threatened proceeding for the dissolution, liquidation,
insolvency or rehabilitation of AVS or AVSDS.

         3.2 POWER AND AUTHORITY. Each of AVS and AVSDS has the corporate power
and authority to execute and deliver this Agreement, to perform its respective
obligations hereunder and to consummate the transactions contemplated hereby.
Each of AVS and AVSDS have taken all corporate action necessary to authorize the
execution and delivery of this Agreement, the performance of its respective
obligations hereunder and the consummation of the transactions contemplated
hereby.

         3.3 ENFORCEABILITY. This Agreement has been duly executed and delivered
by each of AVS and AVSDS, and constitutes the legal, valid and binding
obligation of each of them, enforceable against each of them in accordance with
its terms, except as the same may be limited


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by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and general equitable
principles regardless of whether such enforceability is considered in a
proceeding at law or in equity.

         3.4 NO VIOLATION. Except as set forth in SCHEDULE 3.4, the execution or
delivery of this Agreement by AVS and AVSDS, the performance by AVS and AVSDS of
their respective obligations hereunder or the consummation by AVS and AVSDS of
the transactions contemplated hereby do not (i) contravene any provision of the
Certificate of Incorporation or By-Laws, each as amended to date, of AVS and
AVSDS, (ii) violate or conflict with any law, statute, ordinance, rule,
regulation, decree, writ, injunction, judgment or order of any Governmental
Authority or of any arbitration award which is either applicable to, binding
upon or enforceable against AVS or AVSDS, to the extent such violation or
conflict could have a Material Adverse Effect on AVS or AVSDS, (iii) conflict
with, result in any breach of, or constitute a default (or an event which would,
with the passage of time or the giving of notice or both, constitute a default)
under, or give rise to a right to terminate, amend, modify, abandon or
accelerate, any Contract which is applicable to, binding upon or enforceable
against AVS or AVSDS, (iv) result in or require the creation or imposition of
any Lien upon or with respect to any of the property or assets of AVS or AVSDS
or (v) require the consent, approval, authorization or permit of, or filing with
or notification to, any Governmental Authority, any court or tribunal or any
other Person, except any SEC and other filings required to be made by AVS and
any filings required to be made by the parties under the HSR Act, if any.

                                   ARTICLE IV

                      REPRESENTATIONS AND WARRANTIES OF KAV

         As a material inducement to AVS and AVSDS to enter into this Agreement
and to consummate the transactions contemplated hereby, KAV makes the following
representations and warranties to AVS and AVSDS:

         4.1 STATUS. KAV is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
the requisite power and authority to own or lease its properties and to carry on
its business as now being conducted.

         4.2 POWER AND AUTHORITY. KAV has the power and authority to execute and
deliver this Agreement to perform its obligations hereunder and to consummate
the transactions contemplated hereby. KAV has taken all actions necessary to
authorize the execution and delivery of this Agreement, the performance of its
obligations hereunder and the consummation of the transactions contemplated
hereby.

         4.3 ENFORCEABILITY. This Agreement has been duly executed and delivered
by KAV and constitutes the legal, valid and binding obligation of SPC,
enforceable against SPC in accordance with its terms, except as the same may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally


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and general equitable principles regardless of whether such enforceability is
considered in a proceeding at law or in equity.

         4.4 NO VIOLATION. None of the execution or delivery of this Agreement,
the performance by KAV of its obligations hereunder or the consummation by it of
the transactions contemplated hereby will (i) contravene any provision of the
Operating Agreement and other organizational documents of KAV, each as amended
to date, (ii) violate or conflict with any law, statute, ordinance, rule,
regulation, decree, writ, injunction, judgment or order of any Governmental
Authority or of any arbitration award which is either applicable to, binding
upon or enforceable against KAV, to the extent such violation or conflict could
have a Material Adverse Effect on KAV, (iii) conflict with, result in any breach
of, or constitute a default (or an event which would, with the passage of time
or the giving of notice or both, constitute a default) under, or give rise to a
right to terminate, amend, modify, abandon or accelerate, any Contract which is
applicable to, binding upon or enforceable against KAV, (iv) result in or
require the creation or imposition of any Lien upon or with respect to any of
the property or assets of KAV or (v) require the consent, approval,
authorization or permit of, or filing with or notification to, any Governmental
Authority, any court or tribunal or any other Person, except any SEC and other
filings required to be made by KAV and any filings required to be made by the
parties under the HSR Act, if any.

                                    ARTICLE V

                             COVENANT NOT TO COMPETE

         5.1 RESTRICTIVE COVENANTS.

                  (a) Except as provided herein or in the Cooperation Agreement,
none of the AVS Companies shall, until the earlier of: (i) the fifth anniversary
of the Effective Date, (ii) the later of (a) the date that none of the AVS
Companies own beneficially or of record any interest in KAV, or (b) the third
anniversary of the Effective Date, or (iii) the occurrence of a Change of
Control of AVS (the "Restriction Period"), directly or indirectly, alone or as a
partner, joint venturer, officer, director, member, employee, consultant, agent,
independent contractor or shareholder of, or lender to, any company or business,
engage in the Redistribution Business, anywhere in the world; PROVIDED, HOWEVER,
that engaging in Permitted Activities, or beneficially owning less than two
percent (2%) of the shares of stock of any other corporation having a class of
equity securities actively traded on a national securities exchange or
over-the-counter market shall not be deemed, in and of itself, to violate the
prohibitions of this SECTION 5.1(a).

                  (b) AVS agrees and acknowledges that the restrictions
contained in this SECTION 5.1 are reasonable in scope, duration and area, and
are necessary to protect Kellstrom and SPC after the Effective Date. The parties
agree and acknowledge that the breach of this SECTION 5.1 will cause irreparable
damage to Kellstrom and KAV for which monetary damages may not be adequate, and
upon breach (or threatened breach) of any provision of this SECTION 5.1,
Kellstrom and KAV shall be entitled to injunctive relief, specific performance
or other equitable relief without the


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need to post a bond or other security or prove special damages; PROVIDED,
HOWEVER, that this shall in no way limit any other remedies which Kellstrom and
KAV may have (including, without limitation, the right to seek monetary
damages). If any provision of this SECTION 5.1, as applied to any party or to
any circumstance, is adjudged by a court to be invalid or unenforceable, the
same will in no way affect any other circumstance or the validity or
enforceability of the remainder of this Agreement. If any such provision, or any
part thereof, is held to be unenforceable because of the duration of such
provision, the scope of activity or the area covered thereby, the parties agree
that the court making such determination shall have the power to reduce the
duration, scope and/or area of such provision, and/or to delete specific words
or phrases, and in its reduced form, such provision shall then be enforceable
and shall be enforced.

                  (c) Notwithstanding anything to the contrary contained herein,
this Agreement shall not be deemed to restrict (i) Timco Engine Center, Inc.
from selling to Express One that certain Pratt & Whitney model JT8-D7B aircraft
engine bearing manufacturer's serial number 649440 or (ii) the AVS Companies
from selling aircraft parts and aircraft engine parts that are installed by any
of the AVS Companies into an aircraft, aircraft engine or rotable part in
connection with its MRO Business; PROVIDED, HOWEVER, that the AVS Companies
shall purchase all such parts from and after the Effective Date in compliance
with the provisions of the Cooperation Agreement for so long as the Cooperation
Agreement shall remain in effect.

                                   ARTICLE VI

                               GENERAL PROVISIONS

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

                  (a)      IF TO KELLSTROM OR KAV TO:

                           Kellstrom Industries, Inc.
                           1100 International Parkway
                           Sunrise, Florida 33323
                           Attn:  Zivi R. Nedivi, President
                           Telecopy:  (954) 858-2449

                           WITH A COPY TO:

                           Akerman, Senterfitt & Eidson, P.A.
                           350 East Las Olas Boulevard, Suite 1600
                           Fort Lauderdale, Florida 33301




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                           Attn:  Bruce I. March, Esq.
                           Telecopy:  (954) 463-2224

                  (b)      IF TO AVS, AVSDS OR KAV TO:

                           Aviation Sales Company
                           3601 Flamingo Road
                           Miramar, Florida 33307
                           Attn:  Dale Baker, Chairman
                           Telecopy:  (954) 538-6775

                           WITH A COPY TO:

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

Notice shall be deemed given on the date sent if sent by facsimile transmission
and on the date delivered (or the date of refusal of delivery) if sent by
overnight delivery or certified or registered mail.

         6.2 ENTIRE AGREEMENT. This Agreement (including the exhibits and
schedules attached hereto) and the other documents delivered pursuant hereto
contains the entire understanding of the parties in respect of its subject
matter and supersedes all prior agreements and understandings (oral or written)
between or among the parties with respect to such subject matter. The exhibits
and schedules constitute a part of the document to which they are attached as
though set forth in full thereon.

         6.3 AMENDMENT; WAIVER. This Agreement may not be modified, amended,
supplemented, canceled or discharged, except by written instrument executed by
all parties. No failure to exercise, and no delay in exercising, any right,
power or privilege under this Agreement shall operate as a waiver, nor shall any
single or partial exercise of any right, power or privilege hereunder preclude
the exercise of any other right, power or privilege. No waiver of any breach of
any provision shall be deemed to be a waiver of any preceding or succeeding
breach of the same or any other provision, nor shall any waiver be implied from
any course of dealing between the parties. No extension of time for performance
of any obligations or other acts hereunder or under any other agreement shall be
deemed to be an extension of the time for performance of any other obligations
or any other acts. Except as otherwise provided herein, the rights and remedies
of the parties under this Agreement are in addition to all other rights and
remedies, at law or equity, which they may have against each other.



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         6.4 BINDING EFFECT; ASSIGNMENT. The rights and obligations of this
Agreement shall bind and inure to the benefit of the parties and their
respective heirs, executors, personal representatives, trustees, guardians,
attorneys-in-fact, successors and assigns. Nothing expressed or implied herein
shall be construed to give any other person any legal or equitable rights
hereunder. Except as expressly provided herein, no party may assign any of its
rights or delegate any of its obligations under this Agreement without the prior
written consent of the non-assigning or non-delegating parties; PROVIDED,
HOWEVER, that notwithstanding anything to the contrary contained in this
Agreement, (1) each of Kellstrom and KAV may assign any or all of its rights and
privileges under this Agreement to its respective lenders from time to time,
without the consent of AVS or AVSDS, provided that any such assignee shall take
such assignment subject to all of the terms, conditions and limitations set
forth in the Agreement, and (2) Kellstrom may assign its rights and delegate its
obligations under this Agreement to any direct or indirect wholly-owned
Subsidiary of Kellstrom, and upon such assignment, such Subsidiary shall have
full rights and obligations under this Agreement as if it were a party hereto.
Such Subsidiary shall be a third-party beneficiary with respect to all rights
and remedies provided hereunder or otherwise provided at law or in equity. In
the case of any assignment by Kellstrom, Kellstrom shall remain fully
responsible and liable for all of its obligations hereunder.

         6.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which taken together
shall constitute one and the same instrument.

         6.6 INTERPRETATION. Any reference made in this Agreement to an article,
section, paragraph, clause, schedule or exhibit shall be deemed to be to the
referenced article, section, paragraph, clause, schedule or exhibit of this
Agreement unless otherwise indicated. The headings contained in this Agreement
and on the exhibits and schedules hereto are for reference purposes only and
shall in no way affect in any way the meaning or interpretation of this
Agreement or the exhibits or schedules hereto. Time shall be of the essence in
this Agreement.

         6.7 SEVERABILITY. If any word, phrase, sentence, clause, section,
subsection or provision of this Agreement as applied to any party or to any
circumstance is adjudged by a court to be invalid or unenforceable, the same
will in no way affect any other circumstance or the validity or enforceability
of any other word, phrase, sentence, clause, section, subsection or provision of
this Agreement. If any provision of this Agreement, or any part thereof, is held
to be unenforceable because of the duration of such provision or the area
covered thereby or otherwise, the parties agree that the court making such
determination shall have the power to reduce the duration and/or area of such
provision, and/or to delete specific words or phrases, and in its reduced form,
such provision shall then be enforceable and shall be enforced.

         6.8 GOVERNING LAW; JURISDICTION. This Agreement shall be construed in
accordance with and governed for all purposes by the laws of the State of
Florida applicable to contracts executed and to be wholly performed within such
State. Any suit, action or proceeding against Kellstrom, KAV, AVS or AVSDS
arising out of, or with respect to, this Agreement or any judgment entered by
any court in respect thereof shall be brought in the courts of Broward County,
Florida or



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in the U.S. District Court for the Southern District of Florida and each party
hereby irrevocably (a) accepts and consents to the exclusive personal
jurisdiction of such courts for the purpose of any suit, action or proceeding,
(b) waives, to the fullest extent permitted by law, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any judgment entered by any
court in respect thereof brought in such courts, (c) waives any claim that any
suit, action or proceedings brought in such courts has been brought in an
inconvenient forum, and (d) agrees that service of process, summons, notice or
document by U.S. registered mail in accordance with this Agreement shall be
effective service of process for any action, suit or proceeding brought against
a party in any such court.

         6.9 ARM'S LENGTH NEGOTIATIONS. Each party hereto expressly agrees that
(a) before executing this Agreement, it has fully informed itself of the terms,
contents, conditions and effects of this Agreement; (b) it has relied solely and
completely upon its own judgment in executing this Agreement; (c) it has had the
opportunity to seek and has obtained the advice of counsel before executing this
Agreement; (d) it has acted voluntarily and of its own free will in executing
this Agreement; (e) it is not acting under duress, whether economic or physical,
in executing this Agreement; and (f) this Agreement is the result of arm's
length negotiations conducted by and among the parties and their respective
counsel.

                         [SIGNATURES ON FOLLOWING PAGE]




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


                                    KELLSTROM INDUSTRIES, INC., a Delaware
                                    corporation



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



                                    KAV INVENTORY, LLC, a Delaware limited
                                    liability company


                                    By: /s/ Zivi R. Nedivi
                                        ----------------------------------------
                                          Zivi R. Nedivi, Manager


                                    By: /s/ Oscar Torres
                                        ----------------------------------------
                                          Oscar Torres, Manager


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


                                    By: /s/ Michael C. Brant
                                        ----------------------------------------
                                         Michael C. Brant, Manager



                                    AVIATION SALES COMPANY, a Delaware
                                    corporation



                                    By: /s/ Dale S. Baker
                                        ----------------------------------------
                                         Dale S. Baker
                                         Chairman and Chief Executive Officer

                                    AVIATION SALES DISTRIBUTION
                                    SERVICES COMPANY, a Delaware corporation

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




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