GUARANTY



     This GUARANTY ("Guaranty") is made as of July 12, 2002, by TIMCO AVIATION

SERVICES, INC., a Delaware corporation formerly known as Aviation Sales Company

(the "Parent"), AVS/M-1, INC., a Delaware corporation, AVIATION SALES PROPERTY

MANAGEMENT CORP., a Delaware corporation, AVIATION SALES DISTRIBUTION SERVICES

COMPANY, a Delaware corporation, AVS/M-2, INC., a Delaware corporation,

WHITEHALL CORPORATION, a Delaware corporation, AVIATION SALES LEASING COMPANY, a

Delaware corporation, AVS/M-3, INC., an Arizona corporation, AVS/CAI, INC., a

Florida corporation, HYDROSCIENCE, INC., a Texas corporation, TIMCO ENGINEERED

SYSTEMS, INC., a Delaware corporation and AVSRE, L.P., a Delaware limited

partnership (each a "Guarantor" and, collectively, the "Guarantors"), in favor

of BANK OF AMERICA, N.A., a national banking association (the "Lender"). Unless

otherwise defined herein, capitalized terms used herein shall have the meanings

ascribed to them in the "Term Notes" (as defined below).



                                   WITNESSETH:



     WHEREAS, the Borrowers have executed and delivered to the Lender those

certain Replacement Term Loan Notes dated of even date herewith (the "Term

Notes"), in renewal and replacement of the indebtedness evidenced by that

certain $13,000,000 Replacement Term Loan Note, from, among others, the

Borrowers in favor of the Lender, and incurred certain indebtedness thereunder

for which the Borrowers continue to be jointly and severally liable;



     WHEREAS, each Guarantor acknowledges that it will benefit from the loans

made to the Borrowers by the Lender evidenced by the Term Notes;



     WHEREAS, as a condition to renewing a portion of the loans evidenced by the

Term Notes to the Borrowers, the Lender has required that the Guarantors execute

and deliver this Guaranty for the benefit of the Lender on the terms and

conditions hereinafter set forth;



     NOW, THEREFORE, in consideration of the premises set forth above, the terms

and conditions contained herein, and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

hereby agree as follows:



     1.  Guaranty.



         (i)  For value received and in consideration of any loan, advance or

financial accommodation of any kind whatsoever heretofore, now or hereafter

made, given or granted to the Borrowers by the Lender under the Term Notes, the

Guarantors, jointly and severally, unconditionally guarantee the full and prompt

payment when due, whether at maturity or earlier, by reason of acceleration or

otherwise, and at all times thereafter, of all of the indebtedness evidenced by

the Term Notes (the "Obligations") (including, without limitation, interest

accruing following the filing of a bankruptcy petition by or against any

Borrower, at the applicable rate specified in the Term Notes, whether or not

such interest is allowed or allowable as a claim in bankruptcy).



         (ii) At any time after the occurrence of an Event of Default, the

Guarantors, jointly and severally, agree to pay to the Lender, on demand and in

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