FORM OF DEALER MANAGER AGREEMENT FOR

                         REGISTERED DEBT EXCHANGE OFFER



                             AVIATION SALES COMPANY



                                      AND



                     HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL



                               as Dealer Manager



                              ____________________



                            Dealer Manager Agreement



                                 Exchange Offer



                           Dated as of ________, 2001

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                            DEALER MANAGER AGREEMENT

 Exchange Offer for and Consent Solicitation With Respect to All Outstanding

                   8-1/8% Senior Subordinated Notes due 2008



                                                                __________, 2001



Houlihan Lokey Howard & Zukin Capital

685 Third Avenue

Fifteenth Floor

New York, New York  10017





Ladies and Gentlemen:



1.   Exchange Offer and Consent Solicitation.  Aviation Sales Company, a

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Delaware corporation (the "Company"), plans to make an exchange offer (such

exchange offer, together with any extensions, supplements and amendments thereof

and thereto, the "Exchange Offer") for all of its 8-1/8% Senior Subordinated

Notes due 2008 (the "Old Securities").  The debt securities and equity

securities of the Company to be issued in connection with the Exchange Offer are

hereinafter referred to as the "New Securities."



     Simultaneous with the Exchange Offer, the Company will solicit (the

"Consent Solicitation") consents (the "Consents") from holders of the Old

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Securities to certain amendments (the "Proposed Amendments") to the indenture

                                       -------------------

dated as of February 17, 1998, between the Company and SunTrust Bank Central

Florida, N.A., as trustee (the "Old Trustee"), pursuant to which the Old

                                -----------

Securities were issued (as amended, modified and supplemented to the date

hereof, the "Old Indenture").

             -------------



     Holders of Old Securities who tender for exchange such Old Securities

pursuant to the Exchange Offer will be required, as a condition to a valid

exchange, to have delivered their Consent to the Proposed Amendments.  That

portion of the New Securities constituting Debt Securities will be issued under

an indenture dated as of ____________ (the "New Indenture") between the Company

                                            -------------

and _____________, as trustee (the "New Trustee").

                                    -----------



     The Exchange Offer and the Consent Solicitation are sometimes hereafter

referred to collectively as the Exchange offer.



     The Exchange Offer will be made upon the terms and subject to the

conditions set forth in the Exchange Offer and Consent Solicitation material

(collectively, as amended or supplemented from time to time, the "Exchange Offer

                                                                  --------------

Documents") described below.

---------



     All references in this Agreement to any amendments or supplements to

the Exchange Offer Documents shall be deemed to include, without limitation, the

filing of any documents with the Securities and Exchange Commission (the

"Commission") which are incorporated or deemed incorporated by reference in such

-----------

Exchange Offer Documents.

{PAGE}



     The documents constituting the Exchange Offer documents are as follows:



     (a) The Registration Statement of the Company on Form S-4 (No. 333-69464)

prepared by the Company and filed with Commission in accordance with the

Securities Act of 1933, as amended, and the rules and regulations of the

Commission thereunder (collectively, the "Securities Act") for the New

Securities. As used in this Agreement, the term "Registration Statement" means

such registration statement, including exhibits, financial statements and

schedules, as amended when it becomes effective.



     (b) The Prospectus and Consent Solicitation Statement. As used in this

Agreement, the term "Prospectus" means the Prospectus and Consent Solicitation

                     ----------

Statement in the form it was first filed with the Commission pursuant to Rule

424(b) under the Securities Act; provided, however, that until such filing (if

                                 --------  -------

any) it shall mean the Prospectus and Consent Solicitation Statement included in

the Registration Statement; and provided further, that if no prospectus is filed

on behalf of the Company pursuant to Rule 424(b) or if any other prospectus is

used to solicit exchanges of the Old Securities prior to the date of the

exchange of the New Securities for the Old Securities pursuant to the Exchange

Offer (the "Exchange Date"), the term "Prospectus" shall mean any prospectus

            -------------              ----------

used for such solicitation prior to the Acceptance Date (as defined below). Any

reference herein to the Registration Statement or the Prospectus shall be deemed

to refer to and include all documents incorporated or deemed incorporated by

reference therein pursuant to Form S-4 under the Securities Act, as of the date

of the Registration Statement or Prospectus, as the case may be, and any

reference to any amendment or supplement to the Registration Statement or the

Prospectus shall be deemed to refer to and include any documents filed after

such date under the Securities Exchange Act of 1934, as amended, and the rules

and regulations of the Commission thereunder (collectively, the "Exchange Act")

                                                                 ------------

and incorporated or deemed incorporated by reference (such documents, financial

statements and schedules being herein called the "Incorporated Documents").

                                                  ----------------------



     (c) The Letter of Consent/Transmittal (the "Letter of Transmittal") to be

                                                 ---------------------

used by holders tendering Old Securities for exchange pursuant to the Exchange

Offer and delivering Consents pursuant to the Consent Solicitation.



     (d) The Guidelines for Certification of Taxpayer Identification Number.



     (e) The Letter to Brokers, Dealers, Commercial Banks, Trust Companies and

other Nominees and the Letter to Clients.



     (f) Notice of Guaranteed Delivery.



     (g) Certificate of Foreign Status.



2.   Engagement as Dealer Manager.  The Company hereby appoints Houlihan

     ----------------------------

Lokey & Co. Incorporated as Dealer Manager (the "Dealer Manager") in connection

                                                 --------------

with the Exchange Offer and Consent Solicitation.  As Dealer Manager, you shall,

in accordance with your customary practice, perform in connection with the

Exchange Offer  and Consent Solicitation those services that are customarily

performed by investment banking concerns in connection with similar exchange

offers and consent solicitations, including without limitation the



                                       2

{PAGE}



solicitation of the exchanges and consents pursuant to the Exchange Offer and

Consent Solicitation and the mailing of the Exchange Offer Documents and

communicating generally regarding the Exchange Offer and Consent Solicitation

with brokers, dealers, commercial banks and trust companies and other holders of

the Old Securities. The Company further authorizes you to communicate with, in

its capacity as depositary the (the "Depositary"), with respect to matters

relating to the Exchange Offer and Consent Solicitation.



3.   No Liability for Acts of Dealers, Banks and Trust Companies.  You shall

     -----------------------------------------------------------

have no liability (in tort, contract or otherwise) to the Company or any other

person for any act or omission on the part of any broker or dealer in securities

("Dealer") (other than yourselves) or any bank or trust company or any other

  ------

person, and you shall have no liability (in tort, contract or otherwise) to the

Company or any other person for any losses, claims, damages or liabilities

arising from your own acts or omissions in performing your obligations as Dealer

Manager hereunder or otherwise in connection with the Exchange Offer, except for

any such losses, claims, damages or liabilities finally judicially determined to

be attributable to your bad faith or gross negligence.  In soliciting or

obtaining exchanges, no Dealer, bank or trust company is to be deemed to be

acting as your agent or the agent of the Company, and you, as Dealer Manager,

are not to be deemed the agent of the Company or any Dealer, bank or trust

company or any other person.  The Company acknowledges and agrees that, in your

capacity as Dealer Manager, you shall act as an independent contractor, not an

agent, and any of your duties arising out of your engagement pursuant to this

Agreement shall be owed solely to the Company.  The Company shall have sole

authority for the acceptance or rejection of any and all tenders of Old

Securities and Consents.



4.   Exchange Offer Documents.

     ------------------------

     (a) The Company agrees to furnish you, at its own expense, as many copies

as you may reasonably request of the Exchange Offer Documents, the New Indenture

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