AVIATION SALES CO
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>


                                                                    EXHIBIT 10.2

                                November 28, 2000

Kellstrom Industries, Inc.
1100 International Parkway
Sunrise, Florida 33323

Gentlemen:

         Reference is made to that certain Asset Purchase Agreement (the
"Agreement") dated September 20, 2000 among Kellstrom Industries, Inc.
("Kellstrom"), Aviation Sales Company ("AVS") and Aviation Sales Distribution
Services Company (the "Company"). Capitalized terms used herein but not
otherwise defined herein shall have the meanings given to them in the Agreement.

         For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the undersigned agree that the Agreement is hereby
amended as follows:

         1.       The term "Equipment Lease" means that certain Equipment Lease
                  Agreement between the Company and Kellstrom in the form of
                  Exhibit P attached hereto.

         2.       The term "Excluded Assets" is hereby amended to include the
                  Pearland Facility and the Equipment (as such term is defined
                  in the Equipment Lease as hereinafter defined).

         3.       The term "Pearland Lease" means that certain Lease between the
                  Company and Kellstrom in the form of Exhibit Q attached
                  hereto.

         4.       The term "Purchased Assets" is hereby amended to exclude the
                  Pearland Facility and the Equipment.

         5.       The term "Real Estate Transaction Documents" is hereby amended
                  to delete therefrom the reference to the Pearland Real Estate
                  Purchase Agreement.

         6.       The term "Transaction Documents" is hereby amended to include
                  the Pearland Lease and the Equipment Lease.

         7.       Section 2.10 of the Agreement is hereby amended to add the
                  following sentence at the end thereof:

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                  "The Closing shall be deemed to have occurred at 12:01 a.m.,
                  Fort Lauderdale, Florida time on the day that the Estimated
                  Cash Purchase Price is paid."

         8.       The penultimate line of Section 6.8(a) of the Agreement is
                  hereby amended to add the following after the phrase "prior
                  six months":

                  "or any person who does not accept or is not offered
                  employment pursuant to Section 6.10(a) or"

         9.       Section 6.10(a) of the Agreement is hereby amended and
                  restated in its entirety to read as follows:

                  (a) Offers of Employment. At Closing, the Company shall
                  terminate the employment of all employees set forth on
                  Schedule 6.10 ("Schedule 6.10 Employees"), which constitute
                  all of the employees of the Company employed in the Business
                  (except for those employees being retained pursuant to the
                  Transition Services Agreement). Kellstrom shall offer
                  employment, commencing on the Closing Date, to all Schedule
                  6.10 Employees (other than those set forth on Schedule 6.10-1
                  hereto (the "Unselected Employees")) on such terms and
                  conditions as may be determined by Kellstrom. At Closing, AVS
                  shall release all Schedule 6.10 Employees that accept
                  employment with Kellstrom from any and all agreements or
                  arrangements which may restrict such Persons from accepting
                  the offer of employment with Kellstrom or from working for
                  Kellstrom. Kellstrom (a) shall be responsible for complying
                  with the provisions of the Worker Adjustment and Retraining
                  Notification Act ("Warn Act") with respect to the termination
                  of the employment of all Schedule 6.10 Employees, including
                  without limitation, the payment of any amounts required to be
                  paid to such employees thereunder, (b) shall bear the cost and
                  expense of the termination of the employment of any Schedule
                  6.10 Employees who accept employment with Kellstrom whose
                  employment is thereafter terminated by Kellstrom and (c) shall
                  reimburse AVS for the amount of severance paid to Unselected
                  Employees up to the amounts identified for each such
                  Unselected Employee on Schedule 6.10-1 hereto that has
                  executed a release agreement in form satisfactory to
                  Kellstrom. All employees hired by Kellstrom hereunder who
                  remain employed by Kellstrom as regular full-time employees
                  through the first day of the first month following the Closing
                  Date shall be eligible to participate in the health plans of
                  Kellstrom effective on the first day of the first month
                  following the Closing Date. All of such employees' periods of
                  service with the Company shall be counted in determining their
                  entitlement to benefits with Kellstrom other than for purposes
                  of vesting in company contributions under Kellstrom's 401(k)
                  plan.

                                       2
<PAGE>

         10.      Section 6.10(b) and 6.10(c) of the Agreement are hereby
                  amended and restated in their entirety to read as follows:

                  "6.10 (b). 401(k) and Request for Private Letter Ruling.
                  Following the Closing Date, AVS intends to submit a private
                  letter ruling request to the Internal Revenue Service to
                  request a ruling that the AVS 401(k) Plan may treat the
                  termination of employment of all Schedule 6.10 Employees who
                  are terminated by AVS as a result of the transactions
                  contemplated pursuant to this Agreement as a "separation from
                  service" such that the AVS 401(k) Plan may distribute all
                  account balances to such Schedule 6.10 Employees. If AVS is
                  able to obtain such a ruling, it will complete the
                  distribution of such accounts as soon as reasonably possible
                  thereafter. If the Internal Revenue Service issues a ruling
                  that the termination of employment pursuant to the transaction
                  contemplated by this Agreement does not constitute a
                  "separation from service" so that distributions may not be
                  made from the AVS 401(k) Plan, then Kellstrom agrees to
                  consolidate the account balances in the AVS 401(k) Plan of the
                  Schedule 6.10 Employees that it employs at that time with and
                  into a defined contribution retirement plan (the "Kellstrom
                  Plan") maintained by Kellstrom. In such event, however, AVS
                  agrees to indemnify and hold Kellstrom harmless from any and
                  all debts, claims, expenses, fees, costs, taxes, penalties and
                  other liabilities, including attorneys' fees and costs, which
                  Kellstrom is required to incur as a result of such plan
                  consolidation provided such amount relates to the operation
                  and administration of the AVS 401(k) Plan up through the date
                  that the account balances for the Schedule 6.10 Employees are
                  transferred to the Kellstrom Plan."

         11.      Section 6.17(a) of the Agreement is hereby amended by deleting
                  such section in its entirety and substituting the following
                  therefor:

                  a.       Pearland Facility/Equipment. The Company shall at
                           Closing lease to Kellstrom the Equipment pursuant to
                           the Equipment Lease and lease to Kellstrom the
                           Pearland Facility pursuant to the Pearland Lease. At
                           Closing, the Company and Kellstrom shall terminate
                           the Pearland Real Estate Purchase Agreement, without
                           penalty, pursuant to a termination agreement in the
                           form reasonably acceptable to Kellstrom and the
                           Company.

         12.      The phrase "and/or shall fail to" shall be inserted
                  immediately prior to the phrase "to pay the cash amount" in
                  the seventh sentence of Section 6.18(c) of the Agreement.

                                       3
<PAGE>

         13.      Article VII of the Agreement is hereby amended by adding the
                  following at the end thereof:

                  7.17     LC Facility. James Ventures, L.P., LJH Corporation,
                           Robert Belfer, Don Sanders or their designees shall
                           have entered into a credit enhancement facility with
                           Kellstrom pursuant to which such persons shall make
                           available to the lenders under the Kellstrom Credit
                           Facility $8,000,000 in direct pay letters of credit
                           as a credit enhancement to the Kellstrom Credit
                           Facility containing the terms summarized on Exhibit R
                           attached hereto and such other terms as Kellstrom and
                           the lenders under the Kellstrom Credit Facility may
                           require.

                  7.18     Special Consigned Inventory. The Company shall have
                           executed and delivered to Kellstrom the Special
                           Consigned Inventory Consignment Agreement (as defined
                           in the Inventory Purchase Agreement) and agreed to
                           deliver to Kellstrom the Special Consigned Inventory
                           (as defined in the Inventory Purchase Agreement)
                           pursuant thereto.

         14.      Schedule 2.3 of the Agreement is hereby amended by adding
                  thereto the agreements identified on Supplemental Schedule 2.3
                  hereto.

         15.      Schedule 2.3 of the Agreement is hereby amended to delete
                  therefrom the agreements identified on Supplemental Schedule
                  2.3(A) hereto.

         16.      Schedule 3.4 of the Agreement is hereby amended to delete
                  therefrom the agreements identified on Supplemental Schedule
                  3.4 hereto.

         17.      Schedule 4.14(d) of the Agreement is hereby amended to delete
                  therefrom the reference to the automobile identified on
                  Supplemental Schedule 4.14(d) hereto.

         18.      Schedule 6.10 of the Agreement is hereby amended to add and
                  delete therefrom the references to the individuals as set
                  forth on Supplemental Schedule 6.10 hereto.

         Except as otherwise expressly set forth herein, the Asset Purchase
Agreement continues to remain in full force and effect. Please confirm your
acknowledgment, agreement and acceptance of the foregoing by signing where
indicated below.

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<PAGE>

                                 AVIATION SALES COMPANY

                                 By: /s/ Dale S. Baker
                                    ---------------------------------
                                          Dale S. Baker, Chairman and
                                          Chief Executive Officer

                                 AVIATION SALES DISTRIBUTION SERVICES COMPANY


                                 By: /s/ Benito Quevedo
                                   ---------------------------------
                                           Benito Quevedo, President


         Acknowledged, Agreed and Accepted:

         KELLSTROM INDUSTRIES, INC.


         By: /s/ Zivi R. Nedivi
            -------------------------------------------
                  Zivi R. Nedivi

                  President and Chief Executive Officer

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