EXHIBIT 10.17

                                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

                                       1
<PAGE>

                  (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


                                       2
<PAGE>

                      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;

                                       3
<PAGE>

                  (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

                                       4
<PAGE>

                  (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


                                       5
<PAGE>

                  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.

                                       6
<PAGE>

                  (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.

                                       7
<PAGE>
                                             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

                                       8
<PAGE>

                                   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>

         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


                                      -2-
<PAGE>

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 or 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>

                  (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,


                                      -4-
<PAGE>

                      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>

         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>

         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>

                  (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-