LICENSE AGREEMENT



         This LICENSE AGREEMENT (the "License") dated as of the 1st day of

December, 2000 (the "Effective Date"), is by and between AVIATION SALES COMPANY,

a Delaware corporation ("Licensor"), KAV INVENTORY, LLC, a Delaware limited

liability company ("KAV"), and KELLSTROM INDUSTRIES, INC., a Delaware

corporation ("Kellstrom", and together with KAV the "Licensees").



                                    RECITALS:



         WHEREAS, Licensor, Kellstrom and Aviation Sales Distribution Services

Company ("ASDSC"), a subsidiary of Licensor, have entered into that certain

Asset Purchase Agreement dated as of September 20, 2000 (the "Asset Purchase

Agreement"), relating to the purchase and sale of the business, operations,

properties and assets of ASDSC other than ASDSC's inventory of aircraft engines,

aircraft parts and aircraft engine parts (the "Business") (all capitalized terms

and phrases not otherwise defined herein shall have the meaning ascribed to them

in the Asset Purchase Agreement);



         WHEREAS, pursuant to the Asset Purchase Agreement, certain Excluded

Assets include various names, trade names, trademarks, service marks, slogans,

logos and designs of the Licensor, the rights to which are not being conveyed to

Kellstrom under the Asset Purchase Agreement, including without limitation, the

mark "Aviation Sales"; and



         WHEREAS, Licensor and Licensees both desire that Licensees be granted a

limited right to use the mark "Aviation Sales" (the "Trademark"), for a limited

time and in a limited manner following the Closing Date of the Asset Purchase

Agreement;



         NOW, THEREFORE, in consideration of the premises and the

representations, warranties, covenants and agreements contained herein and in

the Asset Purchase Agreement, and for other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, and intending to be

legally bound hereby, the parties hereto agree as follows:



                                    ARTICLE I

                                GRANT OF LICENSE



         Section 1.1. Grant. Upon the terms and conditions set forth in this

License, Licensor hereby grants to Licensees and Licensees hereby accept for the

Term (as that term is defined in Section 5.1 below) of this License a

non-exclusive, royalty-free, world-wide license and right to use the Trademark

for the limited purposes set forth herein.



         Section 1.2. Limited Use of Name. Kellstrom is only granted the right

to use the Trademark in connection with Kellstrom's redistribution of aircraft

engines, aircraft parts and aircraft engine parts, including, without

limitation, on or in connection with business signs, printed literature, sales

materials, purchase orders and sales, and maintenance and license agreements.

Further, Kellstrom is only granted the right to use the Trademark immediately

after the name



{PAGE}



"Kellstrom" (e.g., "Kellstrom/Aviation Sales," "Kellstrom Aviation Sales" or

"Kellstrom-Aviation Sales"), and in no other manner.



         Section 1.3. Use of Items Bearing Name. Notwithstanding anything to the

contrary contained herein (a) Kellstrom shall have the limited right to use the

Trademark without the name "Kellstrom" for a period of one (1) year following

the Effective Date solely in order to use up letterhead to the extent in

existence as of the Effective Date, invoices (but only for a period of ninety

days after the Effective Date), general stationary, labels, sales and

promotional materials bearing the Trademark, and (b) Licensees shall have the

right to dispose of any inventory, including without limitation, records and

documentation, on which the Trademark appears to the extent in existence as of

the Effective Date (whether on a sticker, tag, documentation or otherwise).



         Section 1.4. Usage and Quality. In order to protect the goodwill

associated with the Trademark and in order to prevent public deception,

Licensees' use of the Trademark shall conform to such usage guidelines and

quality control standards as reasonably prescribed by Licensor to Licensees from

time to time in writing.



         Section 1.5. Reservation of Rights. Licensor reserves all rights not

expressly granted to Licensees hereunder.



                                   ARTICLE II

                                    OWNERSHIP



         Licensees acknowledge that, as between Licensor and Licensees, the

Trademark and other proprietary rights in and to the Trademark are owned

exclusively by Licensor. Licensees recognize that they shall have no interest in

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