MEMORANDUM OF AGREEMENT OF PURCHASE AND SALE

                (9.5360 Acres, Pearland, Brazoria County, Texas)



THE STATE OF TEXAS              (S)

                                (S)

COUNTY OF BRAZORIA              (S)



         THIS MEMORANDUM OF AGREEMENT OF PURCHASE AND SALE (this "Memorandum")

is made and entered into as of the Effective Date (as hereinbelow defined), by

and between AVIATION SALES DISTRIBUTION SERVICES COMPANY, a Delaware

corporation, as Seller ("Seller"), and THE QUEVEDO FAMILY LIMITED LIABILITY

COMPANY, a Florida limited liability company, as Purchaser ("Purchaser").



                              W I T N E S S E T H:

                              - - - - - - - - - -



         1. Purchase and Sale. Subject to the terms, provisions and conditions

hereof, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to

purchase from Seller, on the terms and conditions herein stated, all, but not a

part, of that certain tract of land, and the improvements situated thereon,

located in Pearland, Brazoria County, Texas, as more particularly described on

Exhibit A hereto, together with (i) any and all improvements thereon, (ii) all

rights and appurtenances (including, without limitation, easements appurtenant)

thereto, and (iii) all easements or rights of Seller in adjacent roads and

streets or in any adjacent alleys, strips or gores of land (the "Property"). The

conveyance of the Property shall also include the office/warehouse building and

all other improvements located thereon and further together with all furniture,

fixtures, and equipment located thereon (the "Personal Property").



         2. Purchase Price. The purchase price for the Property (the "Purchase

Price") shall be ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS

($1,500,000). The Purchase Price shall be in the form of a credit against

certain reimbursement obligations owed by Seller to Purchaser in connection with

a draw in the amount of $1,500,000 made by Bank of America, N.A. ("Bank of

America") under a $2,500,000 letter of credit issued to Bank of America on

behalf of Benito Quevedo ("Quevedo"), an affiliate of Purchaser, in connection

with Quevedo's personal guaranty of certain obligations of Seller in favor of

Bank of America.



         In addition, at Closing, Seller shall deliver to Purchaser, in cash,

$100,000 of rents previously received by Seller with respect to the Property.



         3. The Closing. The consummation of the sale and purchase of the

Property ("Closing") has occurred on even date with the Effective Date of this

Memorandum.



            (a) Seller Deliveries. Seller has delivered or caused to be

delivered to Purchaser, at Seller's sole cost and expense, the following items

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