AVS CAI Inc ▼

 THE EXCHANGE  OFFER AND CONSENT  SOLICITATION WILL  EXPIRE AT 5:00  PM, NEW
  YORK  CITY  TIME  ON              ,  2001,  UNLESS  EXTENDED  OR  EARLIER
  TERMINATED  (SUCH DATE,  AS THE  SAME  MAY BE  EXTENDED, THE  "EXPIRATION
   DATE"). HOLDERS  OF  OLD NOTES  MUST  VALIDLY DELIVER  THEIR  OLD NOTES
   PURSUANT  TO THE EXCHANGE OFFER ON  OR PRIOR TO THE EXPIRATION  DATE IN
    ORDER TO RECEIVE  THE EXCHANGE OFFER  CONSIDERATION AND AUTOMATICALLY
    CONSENT  TO THE PROPOSED  AMENDMENTS TO THE  INDENTURE AND WAIVER  OF
     DEFAULTS UNDER THE INDENTURE. CONSENTS MAY BE REVOKED AND  . . .

                     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
<PAGE>

                            DEALER MANAGER AGREEMENT
 Exchange Offer for and  . . .

                              EMPLOYMENT AGREEMENT
                              --------------------

     This EMPLOYMENT AGREEMENT ("Agreement"), dated this 23rd day of August,
2001, by and between AVIATION SALES COMPANY, a Delaware corporation (the
"Company"), and GIL WEST (the "Employee").

     In consideration of the mutual representations, warranties, covenants and
agreements contained in this Agreement and other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:

    1.  Employment.

  . . .