PURCHASE AND SALE AGREEMENT





         THIS PURCHASE AND SALE AGREEMENT ("AGREEMENT") is made and entered into

as of this 5th day of February, 2004, by and between TIMCO AVIATION SERVICES,

INC., a Delaware corporation (the "SELLER") and KEYSTONE OPERATING PARTNERSHIP,

L.P., a Delaware limited partnership (the "PURCHASER"). In consideration of the

mutual covenants and promises herein set forth, the parties agree as follows:



         1. PURCHASE AND SALE. Seller agrees to sell to Purchaser and Purchaser

agrees to purchase from Seller that certain approximate 31.84 acre parcel of

real property (collectively, the "LAND") located in Miramar, Broward County,

Florida as more particularly described in Exhibit "A" attached to this

Agreement, together with the following property and rights:



         (a)      all improvements located on the Land, including that certain

                  approximate 536,435 building, together with all structures and

                  other facilities (the "IMPROVEMENTS"). The Land and the

                  Improvements are hereinafter collectively referred to as the

                  "REALTY;"



         (b)      All fixtures, equipment, furnishings and items of personal

                  property used or useful in the operation, repair and

                  maintenance of the Realty, and situated on the Realty and

                  owned by Seller.



         (c)      All of Seller's interest, as landlord, in and to that certain

                  lease for the Realty with Kellstrom Industries a true copy of

                  which is attached hereto as Exhibit "B" (the "LEASE").



         (d)      All deposits, licenses, permits, authorizations, warranties,

                  approvals and contract rights pertaining to ownership and/or

                  operation of the Realty to the extent assignable.



         (e)      All strips and gores of land lying adjacent to the Realty,

                  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.



         (f)      All general intangible rights pertaining to the ownership

                  and/or operation of the Realty.



The Realty and all of the other property and rights described in this paragraph

1 are hereinafter collectively called the "PROPERTY".



         2. PURCHASE PRICE. The purchase price to be paid by Purchaser to Seller

for the Property is Twenty Six Million and No/100 ($26,000,000.00) Dollars (the

"PURCHASE PRICE").



         To secure the performance by Purchaser of its obligations under this

Agreement: (i) within two (2) business days of receipt of the Agreement executed

by Seller, Purchaser shall deliver to the law firm of Greenberg Traurig, P.A.,

as Escrow Agent (the "ESCROW AGENT"), the sum of Fifty Thousand and No/100

($50,000.00) Dollars





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which shall be held as an initial earnest money deposit hereunder (the "INITIAL

DEPOSIT") and (ii) on or before the expiration of the Inspection Period (as

hereinafter defined), Purchaser shall deliver to the Escrow Agent the additional

sum of Two Hundred Thousand and No/100 ($200,000.00) Dollars which shall be held

as an additional earnest money deposit hereunder (the "ADDITIONAL DEPOSIT"). The

Initial Deposit and the Additional Deposit are hereinafter collectively referred

to as the "DEPOSIT". All interest earned on the Deposit shall accrue to the

benefit of Purchaser.



         3. TERMS OF PAYMENT. The Purchase Price shall be paid to Seller as

follows:





            $250,000.00    being the total Deposit referred to in paragraph 3

                           of this Agreement, which sum shall be paid to Seller

                           at closing.



         $25,750,000.00    in current funds at time of closing, subject to

                           prorations and adjustments as hereinafter provided,

                           to be paid by wire transfer of Federal Funds.



         $26,000,000.00    Total Purchase Price.



         4. TITLE. Prior to the expiration of the Inspection Period, Purchaser,

at Purchaser's expense, shall obtain a commitment (the "COMMITMENT") for an

owner's ALTA title insurance policy from Chicago Title Insurance Company (or

other national title company) in favor of Purchaser in the amount of the

Purchase Price. The Commitment shall be endorsed and updated at Purchaser's

expense within ten (10) days before Closing. The Commitment and any endorsement

thereof shall show Seller to be vested with good, marketable and insurable fee

simple title to the Realty, free and clear of all liens, encumbrances and other

matters, except only the following (the "PERMITTED EXCEPTIONS"):



         (a)      Ad valorem real estate taxes for 2004 and subsequent years.



         (b)      All applicable zoning ordinances and regulations, none of

                  which shall prohibit or otherwise interfere with all uses

                  presently being made of the Property.



         (c)      The matters set forth on Exhibit "C" attached hereto.



         Prior to expiration of the Inspection Period, Purchaser shall also

obtain at Purchaser's expense, a survey (the "SURVEY") of the Realty showing and

certifying the exact location and legal description of the Realty and meeting

the minimum technical standards of the American Land Title Association, the

Florida Board of Land



                                       2

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Surveyors and the State of Florida Department of Professional Regulation,

certified to Purchaser and Purchaser's title insurer, and prepared as of a date

subsequent to the date of this Agreement.



         Title shall be deemed good, marketable and insurable only if the

Commitment allows for issuance of an Owner's ALTA Policy effective as of Closing

at minimum promulgated risk rate premiums, without any guarantees and without

any exceptions, standard or otherwise, other than the Permitted Exceptions.

Purchaser shall have until the expiration of the Inspection Period within which

to examine the Commitment and the Survey. If Purchaser finds title to be

defective, Purchaser shall, no later than the expiration of the Inspection

Period notify Seller in writing specifying the defect(s) (which defect(s) shall

also include any UCC-1 Financing Statements filed with the Florida Secretary of

State); provided that if Purchaser fails to give Seller written notice of

defect(s) before the expiration of the Inspection Period, the matters shown in

the Commitment or Survey shall be deemed to be waived as title objections to

closing this transaction. Purchaser may raise as additional objections, however,

any matters first shown by the endorsement of the Commitment as provided above.

If Purchaser has given Seller timely written notice of defect(s) and the

defect(s) render the title other than as represented in this Agreement, Seller

shall use its good faith diligent efforts to cause such defects to be cured by

the date of closing but shall not be required to institute any administrative or

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