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                                                                Exhibit 10.7



                                December 1, 2000

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

Gentlemen:

         Reference is made to that certain Equipment Lease Agreement dated
December 1, 2000 (the "EQUIPMENT LEASE"), among Kellstrom Industries, Inc.
("KELLSTROM"), Aviation Sales Company ("AVS") and Aviation Sales Distribution
Services Company ("ASDSC"). Capitalized terms used herein but not otherwise
defined herein shall have the meanings given to them in the Equipment Lease.

         Pursuant to the terms of the Equipment Lease, ASDSC has agreed to lease
to Kellstrom the Equipment for an initial period of twelve (12) months. In
connection therewith and in addition to the agreements contained in the
Equipment Lease, both Kellstrom and ASDSC have agreed to enter into this letter
agreement ("Letter Agreement") to memorialize certain rights and options to
extend the term of the Equipment Lease and to purchase and sell the Equipment,
all pursuant to the provisions contained herein. 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
         Equipment Lease, Kellstrom and ASDSC shall have the following rights
         and options (each, an "OPTION," and collectively, the "OPTIONS"):

                  (a)      On the Termination Date (as the Termination Date may
                           be extended 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 Equipment from
                           ASDSC at a price equal to the Net Book Value for the
                           Equipment being purchased (the "PURCHASE PRICE"); and

                  (b)      At any time during the Term and for a period of sixty
                           (60) days after the expiration or earlier termination
                           of the Term (also as may be extended), Kellstrom
                           shall have the right and option to require ASDSC to
                           sell the Equipment at a price equal to the Purchase
                           Price.

         For purposes of computing the time in which either party may exercise
         the Option (but not for any other purposes under the Equipment Lease),
         the Termination Date shall not be deemed to have occurred until both
         (i) the Termination Date has



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         occurred in accordance with the Equipment 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 15
         of the Equipment 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 15 of the
         Equipment Lease of its exercise of its Option (an "EXERCISE NOTICE").
         Following such notice, the Obligated Party shall complete the purchase
         and sale of the Equipment (the "CLOSING") within fifteen (15) days
         after the date of receipt of the Exercise Notice (the "CLOSING DATE"),
         or as soon as practicable thereafter, but not later than thirty (30)
         days after receipt of such notice. The Closing shall take place at the
         office of Kellstrom's counsel in Fort Lauderdale, Florida.
         Notwithstanding the exercise of the Option, Kellstrom shall be
         obligated to continue making the applicable rental payments to ASDSC
         under the Equipment Lease until the Closing.

                  3. At the Closing:

                  (a)      ASDSC shall provide an appropriate bill of sale
                           delivering title to the Equipment, and shall
                           represent and warrant to Kellstrom that ASDSC has
                           good and marketable title to the Equipment free and
                           clear of any liens, with full power to sell the
                           Equipment, and that the Equipment being purchased,
                           taken as a whole, is in good operating condition,
                           normal wear and tear excepted and any deterioration
                           in the condition of the Equipment while in
                           Kellstrom's possession under the Equipment Lease
                           excepted; provided, however, the representations
                           contained in such bill of sale shall not survive
                           beyond the survival of the representations of ASDSC
                           with respect to conveyed assets contained in the
                           Asset Purchase Agreement, as defined in the Equipment
                           Lease.

                  (b)      Kellstrom shall pay to ASDSC the Purchase Price in
                           cash or other immediately available funds.

                  4. The parties hereby agree as follows with respect to the
         extension of the Termination Date:

                  (a)      The term of the Equipment 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 Equipment in accordance with this Letter
                           Agreement.



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                  (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
                           Equipment 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 Equipment Lease continues,
                           Kellstrom agrees to pay to ASDSC Rent equal to one
                           and one-quarter percent (1-1/4%) of the Net Book
                           Value of the Equipment, subject to adjustment in
                           accordance with subsection 4(h) if applicable and any
                           other adjustment provision of the Equipment Lease.

                  (e)      If Kellstrom shall purchase the Equipment pursuant to
                           this Letter Agreement, then Kellstrom shall not be
                           required to return the Equipment to ASDSC as provided
                           in Section 12 of the Equipment Lease.

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

                  (g)      Upon the occurrence of an event of default under the
                           Equipment Lease by Lessee, Lessor may at its option
                           trigger the Option under this Letter Agreement.

                  (h)      In the event that Kellstrom exercises the Option for
                           a portion of the Equipment as provided in Section
                           1(b) of this Letter Agreement (and thus the Equipment
                           Lease remains in effect for the remainder of the
                           Equipment), Net Book Value for all of the Equipment
                           shall be reduced by the Net Book Value for the
                           Equipment so purchased, thus resulting in reduced
                           Rent for the remaining Equipment.



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

                  5. This Letter Agreement is subject to the same Governing Law
         provisions as is contained in Section 20 of the Equipment Lease. Upon
         the breach by either party of the terms of this Letter Agreement, the
         non-breaching party, at its option, may proceed by appropriate court
         action or action either at law or in equity to enforce performance by
         the other party of the applicable covenants and terms of this Letter
         Agreement or to recover from the applicable party any and all damages
         (but not consequential damages) or expenses, including reasonable
         attorneys' fees, which such party shall have sustained by reason of the
         defaulting party in any covenant or covenants of this letter agreement
         or on account of such party's enforcement of its remedies 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.

                  (Remainder of Page Intentionally Left Blank)



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


                                AVIATION SALES DISTRIBUTION
                                SERVICES COMPANY



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



                                AVIATION SALES COMPANY

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