<PAGE>

                                                                    Exhibit 10.4

                         REGISTRATION RIGHTS AGREEMENT
                         -----------------------------

     THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made and entered into
as of October ____, 2001, among Aviation Sales Company, a Delaware corporation
(the "Company"), and LJH Corporation, a _________ corporation ("LJH"), and its
assigns set forth in Schedule "1" hereto.

                                   RECITALS
                                   --------

     1.   LJH and the stockholders set forth in Schedule "1" hereto
(collectively, the "Stockholders") have purchased and own shares of the
Company's common stock, par value $.001 per share (the "Common Stock"), in the
amounts set forth in Schedule "1" pursuant to the Agreement of Commitment to
Exercise Rights between the Company and LJH ("Commitment Agreement").

     2.   Pursuant to the Commitment Agreement, the Company desires to grant to
the Stockholders registration rights for the Registrable Securities (as herein
defined) under the terms and conditions set forth herein.

                                   AGREEMENT
                                   ---------

     In consideration of the premises and of the terms and conditions herein
contained, the parties hereto mutually agree as follows:

                                  DEFINITIONS
                                  -----------

     As used herein, the following terms shall have the following respective
meanings:

     "Commission" means the United States Securities and Exchange Commission or
any successor Governmental Body.

     "Cutback Registration" means any Requested Registration or Piggyback
Registration to be effected as an underwritten Public Offering in which the
Managing Underwriter with respect thereto advises the Company and the Requesting
Holder(s) in writing that, in its reasonable opinion, the number of securities
requested to be included in such registration (including securities of the
Company or other security holders that are not Registrable Securities) exceeds
the number that can reasonably be sold in such offering without a reduction in
the selling price anticipated to be received for the securities to be sold in
such Public Offering.

     "Effective Registration" means a Requested Registration that has been
declared or ordered effective in accordance with the rules of the Commission.

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

     "GAAP" means generally accepted accounting principles, applied on a
consistent basis.
<PAGE>

     "Governmental Body" means any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality.

     "Indemnified Party" means a party entitled to indemnity in accordance with
Section 2.6.
-----------

     "Indemnifying Party" means a party obligated to provide indemnity in
accordance with Section 2.6.
                -----------

     "Inspectors" has the meaning ascribed to it in Section 2.3(j).
                                                    --------------

     "Losses" has the meaning ascribed to it in Section 2.6(a).
                                                --------------

     "Managing Underwriter" means, with respect to any Public Offering, the
underwriter or underwriters managing such Public Offering.

     "NASD" means the National Association of Securities Dealers.

     "Notice of Piggyback Registration" has the meaning ascribed to it in
Section 2.2 (a).
---------------

     "Person" means any individual, corporation, partnership, association, trust
or other entity or organization, including a government or political subdivision
or an agency or instrumentality thereof.

     "Piggyback Registration" means any registration of equity securities of the
Company of the same class as the Registrable Securities under the Securities Act
(other than a registration (i) in respect of a dividend reinvestment or similar
plan for stockholders of the Company, on (ii) Form S-4 or Form S-8 promulgated
by the Commission, or any successor forms thereto), (iii) in respect to the
Warrant Shares, or (iv) in respect to the shares of Common Stock to be sold by
certain Company stockholders as provided in the Company's registration statement
on Form S-1, registration number 333-_________), whether for sale for the
account of the Company or for the account of any holder of securities of the
Company (other than Registrable Securities).

     "Public Offering" means any offering of Common Stock to the public, either
on behalf of the Company or any or its securityholders, pursuant to an effective
registration statement under the Securities Act.

     "Records" has the meaning ascribed to it in Section 2.3(j).
                                                 --------------

     "Registrable Securities" means (i) the Common Stock listed in Schedule "1"
hereto held by the Stockholders; and (ii) any additional shares of Common Stock
issued or distributed by way of a dividend, stock split or other distribution in
respect of the securities under subsection (i) above or acquired by way of any
rights offering or similar offering made in respect of the securities under
subsections (i) above.  As to any particular Registrable Securities, once
issued, such securities shall cease to be Registrable Securities when (i) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (ii) such securities
shall have been distributed to the public pursuant to Rule 144, (iii) such
securities shall have ceased to be

                                      -2-
<PAGE>

outstanding or (iv) such securities can be distributed to the public without
restrictions of any kind pursuant to Rule 144(k) promulgated by the Commission
under the Securities Act.

     "Registration Expenses" means all expenses incident to the Company's
performance of or compliance with its obligations under this Agreement to effect
the registration of Registrable Securities in a Requested Registration or a
Piggyback Registration, including, all registration, filing, securities exchange
listing and NASD fees, all registration, filing, qualification and other fees
and expenses of complying with securities or blue sky laws, all printing
expenses, the fees and disbursements of counsel for the Company and of its
independent public accountants, including the expenses of any "cold comfort"
letters required by or incident to such performance and compliance. Registration
Expenses expressly exclude, however, underwriting or selling commissions or
fees, transfer taxes, fees and disbursements of counsel to the Requesting
Holder(s) and any other fees and disbursements incurred by the Requesting
Holders solely in their discretion.

     "Requesting Holder(s)" means, with respect to any Requested Registration or
Piggyback Registration, the Holder(s) of Registrable Securities requesting to
have Registrable Securities included in such registration in accordance with
this Agreement.

     "Requested Registration" means any registration of Registrable Securities
under the Securities Act effected in accordance with Section 2.1.
                                                     -----------

     "Rule 144" means Rule 144 promulgated by the Commission under the
Securities Act, and any successor provision thereto.

     "Securities" means the Common Stock.

     "Securities Act" means the Securities Act of 1933, as amended, and all
rules and regulations thereunder.

SECTION 1.  Company's Obligation to Effect Registration. Immediately following
            -------------------------------------------
the date hereof, the Company shall commence the preparation of and file as
promptly thereafter as practicable, a registration statement on Form S-1, or S-
3, if the Company is then eligible to use the Form S-3 (or such other form as
the Company and its counsel may select), so as to permit the resale by such
Holders of all Registrable Securities pursuant to such registration statement
and, in any event, the Company shall use its reasonable efforts to file the
registration statement with the Commission by June 30, 2002.]

                                      -3-
<PAGE>

SECTION 2.  Registration Rights.
            -------------------

     2.1    Requested Registrations.
            -----------------------

            (a) Registration Requests.  If the Company fails to file the
                ---------------------
registration statement with the Commission referred to in Section 1 hereof, at
any time and from time to time after June 30, 2002], upon the written request of
Holders owning at least thirty three and one-third percent (33 1/3%) of the
Registrable Securities (the "Necessary Holders") that the Company effect the
registration under the Securities Act of all or part of such Holders'
Registrable Securities (which request shall specify the number of Registrable
Securities which the Requesting Holder proposes the Company to register and the
Requesting Holders' intended method of disposition thereof, which shall be no
less than thirty three and one-third percent of the Registrable Securities), the
Company shall use reasonable efforts to effect the registration under the
Securities Act of the Registrable Securities which the Company has been so
requested by the Requesting Holders to register so as to permit their
disposition pursuant to such registration and to effect the registration in
accordance with the Requesting Holders' intended method of disposition of such
Registrable Securities.  If requested by the Requesting Holders, the method of
disposition of all Registrable Securities included in such registration shall be
in an underwritten offering effected in accordance with Section 2.4(a).
                                                        --------------
Notwithstanding the foregoing, the Company may postpone effecting a Requested
Registration for a reasonable period of time (not to exceed sixty (60) days)
after receipt of the Necessary Holders' written request therefor if:  (a) the
Board of Directors of the Company in good faith resolves that effecting the
registration would require the Company to make public disclosure of material,
non-public information that, if publicly disclosed, would have a material
adverse effect upon a material corporate development or transaction then pending
or in progress that involves the Company; and (b) the Company notifies the
Requesting Holders in writing, within five (5) days after the Necessary Holders
have requested such registration, of such postponement and the grounds therefor;
provided that the Company shall not postpone effecting such registration
--------
pursuant to this sentence more than once in any twelve (12) month period; and,
provided, further, that the Company shall promptly proceed with its obligations
--------  -------
hereunder to effect such registration once such information is publicly
disclosed or the disclosure of such information is not likely to have a material
adverse effect upon such corporate development or transaction.  The Company and
other securityholders who hold piggyback registration rights shall have the
right to include any of the Company's Securities (other than Registrable
Securities) in a registration statement to be filed as part of a Requested
Registration subject in all events to subsection (e) below.

            (b) Maximum Number of Requested Registrations Per Holder.
                ----------------------------------------------------
Notwithstanding anything herein to the contrary, the Company will not be
required to honor a Holder's request for a Requested Registration if the Company
has previously effected two (2) Effective Registrations under this Section 2.1.
                                                                   -----------

            (c) Registration Statement Form.  The Requested Registration shall
                ---------------------------
be on such appropriate registration form promulgated by the Commission as shall
be selected by the Company that shall permit the disposition of such Registrable
Securities in accordance with the intended method or methods specified in the
Requesting Holder's request for such registration.

                                      -4-
<PAGE>

          (d)  Registration Expenses.  The Company will pay all Registration
               ---------------------
Expenses incurred in connection with any Requested Registration.

          (e)  Priority in Cutback Registrations.  If a Requested Registration
               ---------------------------------
becomes a Cutback Registration, the Company will include in any such
registration to the extent of the number which the Managing Underwriter advises
the Company can be sold in such offering (i) first, Registrable Securities
                                             -----
requested to be included by the Requesting Holder, and (ii) second, other
                                                            ------
securities of the Company, if permitted, proposed to be included in such
registration, allocated among the Company and the holders thereof in accordance
with the priorities then existing among the Company and the holders of such
other securities; and any securities so excluded shall be withdrawn from and
shall not be included in such Requested Registration.

     2.2  Piggyback Registrations.
          -----------------------

          (a)  Right to Include Registrable Securities.  Notwithstanding any
               ---------------------------------------
limitation contained in Sections 1 or 2.1, if the Company at any time proposes
                        -----------------
to effect a Piggyback Registration after [June 30, 2002], it will each such time
give prompt written notice (a "Notice of Piggyback Registration"), at least
twenty (20) days prior to the anticipated filing date, to all Holders of
Registrable Securities of its intention to do so and of such Holders' rights
under this Section 2.2, which Notice of Piggyback Registration shall include a
           -----------
description of the intended method of disposition of such securities.  Upon the
written request of any Holder made within fifteen (15) days after receipt of a
Notice of Piggyback Registration (which request shall specify the Registrable
Securities intended to be disposed of by such Holder and, subject to the
provisions of Section 2.3(b), the intended method of disposition thereof), the
              --------------
Company will use its reasonable efforts to include in the registration statement
relating to such Piggyback Registration all Registrable Securities which the
Company has been so requested to register.  Notwithstanding the foregoing, if,
at any time after giving a Notice of Piggyback Registration and prior to the
effective date of the registration statement filed in connection with such
registration, the Company determines for any reason not to register or to delay
registration of such securities, the Company may, at its election, give written
notice of such determination to each Holder of Registrable Securities and,
thereupon, (i) in the case of a determination not to register, the Company will
be relieved of its obligation to register any Registrable Securities in
connection with such registration (but not from its obligation to pay the
Registration Expenses in connection therewith), and (ii) in the case of a
determination to delay registering, the Company shall be permitted to delay
registering any Registrable Securities for the same period as the delay in
registering such other securities.  No registration effected under this Section
                                                                        -------
2.2 shall relieve the Company of its obligations to effect a Requested
---
Registration under Section 2.1.
                   -----------

          (b)  Registration Expenses.  The Company will pay all Registration
               ---------------------
Expenses incurred in connection with each Piggyback Registration.

          (c)  Priority in Cutback Registrations.  If a Piggyback Registration
               ---------------------------------
becomes a Cutback Registration, the Company will include in such registration to
the extent of the amount of the securities which the Managing Underwriter
advises the Company can be sold in such offering: (1) first, if such
                                                      -----
registration as initially proposed by the Company was primarily a registration
of its securities for its own account, the securities proposed by the Company to
be sold for its own

                                      -5-
<PAGE>

account; (2) second, if such registration was primarily a registration of
             ------
securities pursuant to the demand registration rights of a third party, the
securities proposed to be sold for such party's account; and (3) third, any
                                                                 -----
Registrable Securities and other securities requested to be included in such
registration by Requesting Holders or other Persons holding registration rights,
pro rata on the basis of the number of securities sought to be sold by
--- ----
Requesting Holders or other Persons holding registration rights.

     2.3  Registration Procedures.  If and whenever the Company is required to
          -----------------------
use its reasonable efforts to effect the registration of any Registrable
Securities under the Securities Act pursuant to Section 2.1 or Section 2.2, the
                                                -----------    -----------
Company shall use its reasonable efforts to effect the registration of such
Registrable Securities in accordance with the intended methods of disposition
thereof specified by the Requesting Holder(s).  Without limiting the foregoing,
the Company in each such case will use its reasonable efforts to, as
expeditiously as possible:

          (a)  prepare and file with the Commission the requisite registration
statement to effect such registration and use reasonable efforts to cause such
registration statement to become effective;

          (b)  prepare and file with the Commission such amendments and
supplements to such registration statement and any prospectus used in connection
therewith as may be reasonably necessary to maintain the effectiveness of such
registration statement and to comply with the provisions of the Securities Act
with respect to the disposition of all Registrable Securities covered by such
registration statement, in accordance with the intended methods of disposition
thereof, until such time as all of such securities have been disposed of in
accordance with the intended methods of disposition by the seller or sellers
thereof set forth in such registration statement;

          (c)  promptly notify each Requesting Holder and the underwriter or
underwriters, if any:

               (1)  when such registration statement or any prospectus used in
connection therewith, or any amendment or supplement thereto, has been filed
and, with respect to such registration statement or any post-effective amendment
thereto, when the same has become effective;

               (2)  of any written comments from the Commission with respect to
any filing referred to in clause (1) above and of any written request by the
Commission for amendments or supplements to such registration statement or
prospectus;

               (3)  of the notification to the Company by the Commission of its
initiation of any proceeding with respect to the issuance by the Commission of,
or of the issuance by the Commission of, any stop order suspending the
effectiveness of such registration statement; and

               (4)  of the receipt by the Company of any notification with
respect to the suspension of the qualification or registration of any
Registrable Securities for sale under the applicable securities or blue sky laws
of any jurisdiction;

                                      -6-
<PAGE>

          (d)  furnish to each seller of Registrable Securities covered by such
registration statement such number of conformed copies of such registration
statement and of each amendment and supplement thereto (in each case including
all exhibits and documents incorporated by reference), such number of copies of
the prospectus contained in such registration statement (including each
preliminary prospectus and any summary prospectus) and any other prospectus
filed under Rule 424 (or any successor rule) promulgated under the Securities
Act relating to such Holder's Registrable Securities, and such other documents,
as such seller may reasonably request to facilitate the disposition of its
Registrable Securities;

          (e)  unless otherwise exempt from such requirements in such applicable
jurisdictions, use its reasonable efforts to register or qualify all Registrable
Securities covered by such registration statement under such other securities or
blue sky laws of such jurisdictions as each Holder thereof shall reasonably
request, to keep such registration or qualification in effect for so long as
such registration statement remains in effect, and take any other action which
may be reasonably necessary or advisable to enable such Holder to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
Holder, except that the Company will not for any such purpose be required to (i)
qualify generally to do business as a foreign corporation in any jurisdiction
wherein it would not but for the requirements of this Section 2.3(e) be
                                                      --------------
obligated to be so qualified, (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any jurisdiction;

          (f)  use its reasonable efforts to cause all Registrable Securities
covered by such registration statement to be registered with or approved by such
other Governmental Body as may be necessary to enable each Holder thereof to
consummate the disposition of such Registrable Securities;

          (g)  in an underwritten public offering, furnish to each Requesting
Holder a signed counterpart, addressed to such Holder (and the underwriters, if
any), of

               (1)  an opinion of counsel for the Company, dated the effective
date of such registration statement, reasonably satisfactory in form and
substance to such Holder, and

               (2)  a "comfort" letter, dated the effective date of such
registration statement, signed by the independent public accountants who have
certified the Company's financial statements included in such registration
statement,

     in each case covering substantially the same matters with respect to such
     registration statement (and the prospectus included therein) and, in the
     case of the accountants' letter, with respect to events subsequent to the
     date of such financial statements, as are customarily covered in opinions
     of issuer's counsel and in accountants' letters delivered to the
     underwriters in underwritten Public Offerings of securities, and in the
     case of the accountants' letter, such other financial matters as such
     Holder (or underwriters, if any) may reasonably request;

          (h)  notify each Holder of Registrable Securities covered by such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the

                                      -7-
<PAGE>

Securities Act, of the happening of any event as a result of which any
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, and
at the request of any Holder promptly prepare and furnish to such Holder a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such securities, such prospectus will not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

          (i)  otherwise use the Company's reasonable efforts to comply with all
applicable rules and regulations of the Commission;

          (j)  provide a transfer agent and registrar for all Registrable
Securities covered by such registration statement not later than the effective
date of such registration statement;

          (k)  use the Company's reasonable efforts to cause all Registrable
Securities covered by such registration statement to be listed, upon official
notice of issuance, on any securities quotation system on which any of the
securities of the same class as the Registrable Securities are then quoted;

          (l)  the Company may require each Holder of Registrable Securities as
to which any registration is being effected to, and each such Holder, as a
condition to including Registrable Securities in such registration, will,
furnish the Company with such information and affidavits regarding such Holder
and the distribution of such Securities as the Company may from time to time
reasonably request in writing in connection with such registration; and

          (m)  each Holder of Registrable Securities agrees by acquisition of
such Registrable Securities that upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 2.3(h), such Holder
                                                    --------------
will forthwith discontinue such Holder's disposition of Registrable Securities
pursuant to the registration statement relating to such Registrable Securities
until such Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 2.3(h) and, if so directed by the Company,
                           --------------
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such Holder's possession of the prospectus
relating to such Registrable Securities current at the time of receipt of such
notice.  In the event the Company shall give any such notice, then any periods
of time in which any Holder is required to take or refrain from taking any
action referred to in this Agreement shall be deemed to be extended by a number
of days equal to the number of days during the period from and including the
giving of notice pursuant to Section 2.3(h) and to and including the date when
                             --------------
each holder of any Registrable Securities covered by such registration statement
will receive the copies of the supplemented or amended prospectus contemplated
by Section 2.3(h).
   --------------

     2.4  Underwritten Offerings.
          ----------------------

          (a)  Underwritten Requested Offerings. In the case of any underwritten
               --------------------------------
Public Offering being effected pursuant to a Requested Registration, the
Managing Underwriter and any

                                      -8-
<PAGE>

other underwriter or underwriters with respect to such offering will be selected
by the Company with the prior written approval of the Holders of a majority of
the Registrable Securities to be included in such underwritten offering which
approval shall not be unreasonably withheld. The Company will enter into an
underwriting agreement in customary form with such underwriter or underwriters,
which will include, among other provisions, indemnities to the effect and to the
extent provided in Section 2.6. The Holders of Registrable Securities to be
                   -----------
distributed by such underwriters will be parties to such underwriting agreement
and may, at their option, require that any or all of the representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such underwriters also be made to and for their benefit and that
any or all of the conditions precedent to the obligations of such underwriters
under such underwriting agreement also be conditions precedent to their
obligations. No Holder of Registrable Securities will be required to make any
representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding such
Holder and such Holder's ownership of the Securities being registered on its
behalf and such Holder's intended method of distribution and any other
representation required by law. No Requesting Holder may participate in such
underwritten offering unless such Holder agrees to sell its Registrable
Securities on the basis provided in such underwriting agreement and completes
and executes all questionnaires, powers of attorney, indemnities and other
documents reasonably required under the terms of such underwriting agreement. If
any Requesting Holder disapproves of the terms of an underwriting, such Holder
may elect to withdraw therefrom and from such registration by notice to the
Company and the Managing Underwriter, and each of the remaining Requesting
Holders will be entitled to increase the number of Registrable Securities being
registered to the extent of the Registrable Securities so withdrawn in the
proportion which the number of Registrable Securities being registered by such
remaining Requesting Holder bears to the total number of Registrable Securities
being registered by all such remaining Requesting Holders.

          (b)  Underwritten Piggyback Offerings.  If the Company at any time
               --------------------------------
proposes to register any of its securities in a Piggyback Registration and such
securities are to be distributed by or through one or more underwriters, the
Company will, subject to the provisions of Section 2.2(c), arrange for such
                                           --------------
underwriters to include the Registrable Securities to be offered and sold by
such Holder among the securities to be distributed by such underwriters.  All
Registrable Securities included in such a Piggyback Registration must be
distributed through such underwriters in the same manner as all other securities
are being distributed in such Public Offering.  The Holders of Registrable
Securities to be distributed by such underwriters will be parties to the
underwriting agreement between the Company and such underwriter or underwriters
and may, at their option, require that any or all of the representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such underwriters also be made to and for their benefit and that
any or all of the conditions precedent to the obligations of such underwriters
under such underwriting agreement also be conditions precedent to their
obligations.  No Holder of Registrable Securities will be required to make any
representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding such
Holder and such Holder's ownership of the securities being registered on its
behalf and such Holder's intended method of distribution and any other
representation required by law.  No Requesting Holder may participate in such
underwritten offering unless such Holder agrees to sell its Registrable
Securities on the basis provided in such underwriting agreement and completes
and executes all questionnaires, powers of attorney, indemnities and other
documents reasonably required under the

                                      -9-
<PAGE>

terms of such underwriting agreement. If any Requesting Holder disapproves of
the terms of an underwriting, such Holder may elect to withdraw therefrom and
from such registration by notice to the Company and the Managing Underwriter,
and each of the remaining Requesting Holders will be entitled to increase the
number of Registrable Securities being registered to the extent of the
Registrable Securities so withdrawn in the proportion which the number of
Registrable Securities being registered by such remaining Requesting Holder
bears to the total number of Registrable Securities being registered by all such
remaining Requesting Holders.

     2.5  Holdback Agreements.
          -------------------

          (a) Registrable Securities.  If and to the extent requested by the
              ----------------------
Managing Underwriter, each Holder of Registrable Securities, by acquisition of
such Registrable Securities, agrees, to the extent permitted by law, not to
effect any public sale or distribution (including a sale under Rule 144) of such
Securities, or any Securities convertible into or exchangeable or exercisable
for such Securities, during the ten (10) days prior to and the ninety (90) days
after the effective date of any registration statement filed by the Company in
connection with an underwritten Public Offering (or for such shorter period of
time as is sufficient and appropriate, in the opinion of the Managing
Underwriter, in order to complete the sale and distribution of the Securities
included in such registration), except as part of such registration statement,
whether or not such Holder participates in such registration.

          (b) By the Company.  If and to the extent requested by the Managing
              --------------
Underwriter, the Company agrees not to effect any public or private sale or
distribution of its equity Securities, or any Securities convertible into or
exchangeable or exercisable for such Securities, during the ten (10) days prior
to and up to one hundred-eighty (180) days after the effective date of the
registration statement filed in connection with an underwritten offering made
pursuant to a Requested Registration or a Piggyback Registration (or for such
shorter period of time as is sufficient and appropriate, in the opinion of the
Managing Underwriter, in order to complete the sale and distribution of the
securities included in such registration), except as part of such underwritten
registration and except pursuant to registrations on Form S-4 or Form S-8
promulgated by the Commission or any successor or similar forms thereto.

          (c) Exception.  The foregoing provisions will not apply to any Holder
              ---------
of securities of the Company to the extent such Holder is prohibited by
applicable law from agreeing to withhold from sale.

     2.6  Indemnification.
          ---------------

          (a) Indemnification by the Company.  The Company will, to the full
              ------------------------------
extent permitted by law, indemnify and hold harmless each Holder of Registrable
Securities included in any registration statement filed in connection with a
Requested Registration or a Piggyback Registration, its directors and officers,
and each other Person, if any, who controls any such seller within the meaning
of the Securities Act, against any losses, claims, damages, expenses or
liabilities, joint or several (together, "Losses"), to which such Holder or any
                                          ------
such director or officer or controlling Person may become subject under the
Securities Act or otherwise, insofar as such Losses (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are

                                      -10-
<PAGE>

based upon any untrue or alleged untrue statement of any material fact contained
in any such registration statement, any preliminary prospectus, final prospectus
or summary prospectus contained therein, or any amendment or supplement thereto,
or any or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (in the case of a
prospectus, in the light of the circumstances under which they were made) not
misleading, and the Company will reimburse such Holder and each such director,
officer and controlling Person for any legal or any other expenses reasonably
incurred by them in connection with investigating or defending any such Loss (or
action or proceeding in respect thereof); provided that the Company will not be
                                          --------
liable in any such case to the extent that any such Loss (or action or
proceeding in respect thereof) arises out of or is based upon an untrue
statement or omission made in any such registration statement, preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon or in conformity with written information furnished to the Company
by or on behalf of such Holder. Such indemnity will remain in full force and
effect regardless of any investigation made by or on behalf of such Holder or
any such director, officer or controlling Person, and will survive the transfer
of such Securities by such Holder. The Company will also indemnify each other
Person who participates (including as an underwriter) in the offering or sale of
Registrable Securities, their officers and directors and each other Person, if
any, who controls any such participating Person within the meaning of the
Securities Act to the same extent as provided above with respect to sellers of
Registrable Securities.

          (b) Indemnification by the Sellers.  Each Holder of Registrable
              ------------------------------
Securities which are included or are to be included in any registration
statement filed in connection with a Requested Registration or a Piggyback
Registration, as a condition to including Registrable Securities in such
registration statement, will, to the full extent permitted by law, indemnify and
hold harmless the Company, its directors and officers, and each other Person, if
any, who controls the Company within the meaning of the Securities Act, against
any Losses to which the Company or any such director or officer or controlling
Person may become subject under the Securities Act or otherwise, insofar as such
Losses (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any untrue statement of any material
fact contained in any such registration statement, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission to state therein a material fact required to
be stated therein or necessary to make the statements therein (in the case of a
prospectus, in the light of the circumstances under which they were made) not
misleading, if such untrue statement or omission was made in reliance upon and
in conformity with written information furnished to the Company by or on behalf
of such Holder; provided however, that the obligation to provide indemnification
                -------- -------
pursuant to this Section 2.6(b) will be several, and not joint and several,
                 --------------
among such Indemnifying Parties on the basis of the number of Registrable
Securities included in such registration statement.  Such indemnity will remain
in full force and effect regardless of any investigation made by or on behalf of
the Company or any such director, officer or controlling Person and will survive
the transfer of such securities by such Holder.  Such Holders will also
indemnify each other Person who participates (including as an underwriter) in
the offering or sale of Registrable Securities, their officers and directors and
each other Person, if any, who controls any such participating Person within the
meaning of the Securities Act to the same extent as provided above with respect
to the Company.

                                      -11-
<PAGE>

          (c) Notice of Claims, etc.  Promptly after receipt by an Indemnified
              ---------------------
Party of notice of the commencement of any action or proceeding involving a
claim referred to in Section 2.6(a) or Section 2.6(b), such Indemnified Party
                     --------------    --------------
will, if a claim in respect thereof is to be made against an Indemnifying Party
pursuant to such paragraphs, give written notice to the latter of the
commencement of such action, provided that the failure of any Indemnified Party
                             --------
to give notice as provided herein will not relieve the Indemnifying Party of its
obligations under the preceding paragraphs of this Section 2.6, except to the
                                                   -----------
extent that the Indemnifying Party is actually prejudiced by such failure to
give notice.  In case any such action is brought against an Indemnified Party,
the Indemnifying Party will be entitled to participate in and, unless a conflict
of interest between such Indemnified Party and any Indemnifying Party exists
with respect to such claim, to assume the defense thereof, jointly with any
other Indemnifying Party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such Indemnified Party, and after notice from
the Indemnifying Party to such Indemnified Party of its election so to assume
the defense thereof, the Indemnifying Party will not be liable to such
Indemnified Party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation; provided that the Indemnified Party may participate in such
               --------
defense at the Indemnified Party's expense; and provided further that the
                                                -------- -------
Indemnified Party or Indemnified Parties will have the right to employ one
counsel to represent it or them if they have legal defenses which are different
from or in addition to those available to the Indemnifying Party, and in that
event the reasonable fees and expenses of such one counsel will be paid by the
Indemnifying Party.  If the Indemnifying Party is not entitled to, or elects not
to, assume the defense of the claim, it will not be obligated to pay the fees
and expenses of more than one counsel for the Indemnified Parties with respect
to such claim, unless in the reasonable judgment of any Indemnified Party a
conflict of interest may exist between such Indemnified Party and any other
Indemnified Parties with respect to such claim, in which event the Indemnifying
Party will be obligated to pay the fees and expenses of such additional counsel
for the Indemnified Parties.  No Indemnifying Party will consent to entry of any
judgment or enter into any settlement without the consent of the Indemnified
Party, unless only money damages are involved, and in any event such consent
will not be unreasonably withheld. No Indemnifying Party will be subject to any
liability for any settlement made without its consent, which consent will not be
unreasonably withheld.

          (d) Contribution.  If the indemnity and reimbursement obligation
              ------------
provided for in any paragraph of this Section 2.6 is unavailable or insufficient
                                      -----------
to hold harmless an Indemnified Party in respect of any Losses (or actions or
proceedings in respect thereof) referred to therein, then the Indemnifying Party
will contribute to the amount paid or payable by the Indemnified Party as a
result of such Losses (or actions or proceedings in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and the Indemnified Party on the other hand in connection
with statements or omissions which resulted in such Losses, as well as any other
relevant equitable considerations.  The relative fault will be determined by
reference to, among other things, whether the untrue statement of a material
fact or the omission to state a material fact relates to information supplied by
the Indemnifying Party or the Indemnified Party and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission.  The parties hereto agree that it would not
be just and equitable if contributions pursuant to this Section 2.6(d) were to
                                                        --------------
be determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the first
sentence of this Section 2.6(d).  The amount paid by an
                 --------------

                                      -12-
<PAGE>

Indemnified Party as a result of the Losses referred to in the first sentence of
this Section 2.6(d) will be deemed to include any legal and other expenses
     --------------
reasonably incurred by such Indemnified Party in connection with investigating
or defending any Loss which is the subject of this Section 2.6(d). No
                                                   --------------
Indemnified Party guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) will be entitled to contribution from the
Indemnifying Party if the Indemnifying Party was not guilty of such fraudulent
misrepresentation.

            (e)  Indemnification Payments.  The indemnification required by this
                 ------------------------
Section 2.6 will be made by periodic payments of the amount thereof during the
-----------
course of the investigation or defense, as and when bills are received or Losses
are incurred.

     2.7    Covenants Relating to Rule 144.  As long as the Company is required
            ------------------------------
to file reports in compliance with either Section 13 or Section 15(d) of the
Exchange Act, the Company will file reports in compliance with the Exchange Act,
will comply with all rules and regulations of the Commission applicable in
connection with the use of Rule 144 and take such other actions and furnish each
Holder with such other information as such Holder may reasonably request in
order to avail itself of such rule or any other rule or regulation of the
Commission allowing such holder to sell any Registrable Securities without
registration, and will, at its expense, forthwith upon the request of any holder
of Registrable Securities, deliver to such holder a certificate, signed by the
Company's principal financial officer, stating (a) the Company's name, address
and telephone number (including area code), (b) the Company's Internal Revenue
Service identification number, (c) the Company's Commission file number, (d) the
number of shares of each class of stock outstanding as shown by the most recent
report or statement published by the Company, and (e) whether the Company has
filed the reports required to be filed under the Exchange Act for a period of at
least ninety (90) days prior to the date of such certificate and in addition has
filed the most recent annual report required to be filed thereunder.

SECTION 3.  Term.  The Company's obligations under this Agreement will terminate
            ----
as to any individual Holder at the earlier of (1) the first time at which that
Holder would be entitled, under Rule 144 under the Act, to sell all of the
Common Stock then owned by the Holder in a single three month period regardless
of the volume of trading in the Company's common stock, and (2) the third
anniversary of the date hereof.

SECTION 4.  Miscellaneous.
            -------------

     4.1    Successors And Assigns.  This Agreement will be binding upon and
            ----------------------
will inure to the benefit of the parties, and their respective successors and
assigns, including any assignee of all or part of the Registrable Securities.

     4.2    Governing Law.  This Agreement will be governed by and construed in
            -------------
accordance with the laws of the State of Delaware, without regard to its
conflict of laws principles.

     4.3    Headings.  Section headings are inserted herein for convenience only
            --------
and do not form a part of this Agreement.

                                      -13-
<PAGE>

     4.4  Entire Agreement; Amendment.  This Agreement contains the entire
          ---------------------------
agreement among the parties hereto with respect to the transactions contemplated
herein, supersedes all prior written agreements and negotiations and oral
understandings, if any, and may not be amended, supplemented or discharged
except by performance or by an instrument in writing signed by all the parties
hereto.

     4.5  Counterparts.  This Agreement may be executed in two or more
          ------------
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.

     4.6  Notices.  All notices, statements, instructions or other documents
          -------
required to be given hereunder, will be in writing and will be given personally,
by courier, by mailing the same in a sealed envelope, first-class mail, postage
prepaid and either certified or registered, return receipt requested, or by
confirmed telecopy addressed to each of the Holders at the address set forth on
the signature pages hereof and to the Company at its principal office, 623 Radar
Road, Greensboro, North Carolina  27410, Attention: President, Facsimile: (___)
___-____.  Each party hereto, by written notice given to the other parties
hereto in accordance with this Section 4.6, may change the address to which
                               -----------
notices, statements, instructions or other documents are to be sent to such
party.  All notices, statements, instructions and other documents hereunder that
are mailed will be deemed to have been given when actually received or three (3)
days after deposited in the United States mails.

     4.7  Accounting Terms.  Unless otherwise specified, all accounting terms
          ----------------
used in this Agreement will be interpreted in accordance with GAAP.

                           [Signatures on Next Page]

                                      -14-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first set forth above.

                                     CORPORATION:
                                     ------------

                                     AVIATION SALES COMPANY
                                     a Delaware corporation


                                     By: ___________________________________
                                        Name: ______________________________
                                        Title: _____________________________


                                     SHAREHOLDERS:
                                     -------------

                                     LJH CORPORATION,
                                     a ___________ corporation


                                     By:____________________________________
                                        Name: ______________________________
                                        Title: _____________________________

                     COUNTERPART SIGNATURE PAGES FOR EACH
                          HOLDER ARE ATTACHED HERETO

                                      -15-
<PAGE>

                         COUNTERPART SIGNATURE PAGE TO
                         REGISTRATION RIGHTS AGREEMENT


     The undersigned Holder hereby executes the Registration Rights Agreement
among Aviation Sales Company, LJH Corporation and its permitted assigns as of
the date first set forth above.


                                 By:___________________________________
                                    Name: _____________________________
                                    Title: ____________________________

                                      -16-
<PAGE>

                                   SCHEDULE 1