Between



                           KELLSTROM INDUSTRIES, INC.



                                       and



                               KAV INVENTORY, LLC







                                December 1, 2000





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{PAGE}





                              CONSIGNMENT AGREEMENT





         This Consignment Agreement (this "Agreement") is entered into as of

December 1, 2000 (the "Effective Date") between KAV Inventory, LLC, a Delaware

limited liability company (the "Consignor") and Kellstrom Industries, Inc., a

Delaware corporation (the "Consignee").



                                    RECITALS



         Consignee is engaged in the redistribution of aircraft engines,

aircraft parts and aircraft engine parts through sale, lease and exchange

transactions. Contemporaneous with the execution of this Agreement, Consignor is

purchasing the inventory being consigned hereunder pursuant to that certain

Inventory Purchase Agreement (the "Inventory Purchase Agreement") entered into

as of September 20, 2000 among Consignor, Aviation Sales Company, a Delaware

corporation ("AVS") and Aviation Sales Distribution Services Company, a Delaware

corporation ("AVSD"). In connection therewith, Consignor desires to engage

Consignee to act as its agent, and Consignee desires to serve as Consignor's

agent, in connection with the sale of such inventory on the terms and subject to

the conditions contained in this Agreement.



                               TERMS OF AGREEMENT





         In consideration of the mutual agreements, covenants and promises

hereinafter contained, the Parties hereto agree as follows:



                                    SECTION 1



         Definitions. For purposes of this Agreement, except as otherwise

expressly provided or unless the context otherwise requires, the terms "herein,"

"hereof" and "hereunder" and other words of similar import shall refer to this

Agreement as a whole (including, without limitation, all Exhibits and Schedules

attached to this Agreement) and not to any particular Section or other

subdivision, and references to Sections and Schedules refer to Sections and

Schedules of this Agreement unless otherwise indicated. The following terms have

the following meanings for purposes of this Agreement and such meanings shall be

equally applicable to both the singular and plural forms of the terms defined

herein:



         "Agent" means Bank of America, N.A., as agent for the Lenders under the

Loan Agreement, and any successor thereto.





         "Agreed Upon Standard" means the standard of care set forth in Section

15.



         "Airframe" means an aircraft without the engines but including the QEC

Parts and APU.



         "Approved Vendor" has the meaning given such term in Section 5(e).



         "APU" means an auxiliary power unit.



         "AVS Companies" means AVS, its Subsidiaries, successors and assigns.



{PAGE}



         "Bankruptcy Code" means Chapter 11 of the United States Bankruptcy

Code, 11 U.S.C.ss. 101 et seq., as amended, or any successor thereto, and any

rules and regulations promulgated thereunder.



         "Business Day" means any day other than a Saturday or Sunday or a day

on which commercial banks are required or authorized to close in Miami, Florida.



         "Confirmed Inventory" means (i) all Verified Parts, and (ii) all

Non-Verified Parts that Consignee's records generated after the Effective Date

reflect as having been in the possession or control of Consignee on or after the

Effective Date.



         "Cooperation Agreement" means the Cooperation Agreement of even date

herewith among Consignee, AVS and AVSD.



         "Designated Location" means (i) each location specified under the

heading "Designated Location" on Schedule I, (ii) subject to any restrictions or

requirements contained in the Loan Agreement, each other location that Consignor

hereafter consents upon written request of Consignee to designate as a

Designated Location (which consent shall not be unreasonably withheld or delayed

and which consent shall be deemed given should Consignor not respond within

three (3) Business Days after receipt of written request from Consignee), and

(iii) with respect to a Part that is sent to an Approved Vendor, the location of

such Approved Vendor for the duration of such Part's presence at such Approved

Vendor.



         "Duplicate Parts" means aircraft or engine parts which exist in the KAV

Inventory and the Kellstrom Inventory which are identical in part number and

condition (serviceable, unserviceable, overhauled or new).



         "Exchange Fee" means the price (including, without limitation, any late

fees) charged by the Consignee to a third party in connection with an exchange

transaction (but excluding any amount charged to the third party for repairing

the part exchanged by such third party).



         "Event of Default" has the meaning given such term in Section 14.



         "Event of Loss" means with respect to any Part following transfer

thereof to the Consignee hereunder and prior to any sale thereof to a third

party or return thereof to the Consignor, (i) in the case of any Confirmed

Inventory, any loss of such property or use thereof due to theft, disappearance,

destruction or damage beyond economic repair, (ii) in the case of any KAV

Inventory other than Confirmed Inventory, any loss of such property or use

thereof due to theft, disappearance, destruction or damage beyond economic

repair to the extent that payment is made on account of a claim therefor under

the Property Insurance, (iii) any damage to such property which results in an

insurance settlement with respect to such property under the Property Insurance

on the basis of a total loss or a compromised or constructive total loss, (iv)

the condemnation, confiscation, appropriation or seizure of or requisition of

title to such property or the use of such property by or on authority of any

government or governmental authority to the extent that such loss is a covered

loss under the provisions of the Property Insurance, or compensation is paid by

any government or governmental authority, or (v) ten (10) days following receipt

by Consignee of written notice from the Consignor or the Agent of the removal





                                       2

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of such property to any location other than a Designated Location (other than in

connection with a sale, lease or exchange transaction) (a "Prohibited

Relocation").



         "Fair Market Value" means with respect to any Part, the amount equal to

the arithmetic mean of the prices in United States dollars at which parts of the

same type and quality as, or of a type and quality similar to or reasonably

interchangeable with the Part, shall have been invoiced for sale by the

Consignee, in arm's length transactions to purchasers who are not affiliated

with, do not control or are not controlled by, or under common control with, the

Consignee during the period commencing three (3) months prior to the sale and

ending on the date of the sale (or such longer period as may be necessary to

have at least three relevant transactions within the relevant period); and, if

no such invoiced prices are available for a Part, the applicable fair market

value shall be the price established by the mutual agreement of Consignor and

Consignee, or in the absence of an agreement, the price determined to be the

fair market value of such Part by a mutually acceptable third-party appraiser.



         "Federal Aviation Act" means those chapters of Title 49 of the United

States Code known as the United States Federal Aviation Act of 1958, as amended,

and all regulations, rulings, interpretations and guidelines published

thereunder and from time to time in effect.



         "FAA" means the Federal Aviation Administration of the United States

and its successors.



         "Gross Sales Price" means, the total invoice price in the case of the

sale of any Parts, the Lease Fee in the case of the lease of any Parts, and the

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