TRISTAR AEROSPACE CO, S-1/A, 1998-04-27

TRISTAR AEROSPACE CO
S-1/A, 1998-04-27
MACHINERY, EQUIPMENT & SUPPLIES

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1998

REGISTRATION NO. 333-46335
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 3
TO
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

TRISTAR AEROSPACE CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
Delaware 5088 75-2665751
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

2527 Willowbrook Road
Dallas, Texas 75220-4420
(214) 956-3400

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

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

Mr. Quentin Bourjeaurd
Chief Executive Officer
TriStar Aerospace Co.
2527 Willowbrook Road
Dallas, Texas 75220-4420
(214) 956-3400

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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

COPIES TO:

Simeon Gold, Esquire Stephen A. Riddick, Esquire
Weil, Gotshal & Manges LLP Piper & Marbury L.L.P.
767 Fifth Avenue 36 South Charles Street
New York, New York 10153 Baltimore, Maryland 21201-3018
(212) 310-8000 (410) 539-2530

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
- ------------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- ------------------

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- ------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus, one to be used
in connection with a United States offering to U.S. or Canadian Persons (as
defined) (the "U.S. Prospectus") and one to be used in connection with a
concurrent international offering (the "International Prospectus"). The two
prospectuses relate to a public offering of up to 15,268,134 shares of Common
Stock, par value $.01 per share, of TriStar Aerospace Co., a Delaware
corporation, including up to 1,991,276 shares that may be sold pursuant to the
underwriters' over-allotment option, if exercised. The complete U.S. Prospectus
follows this explanatory note. After the U.S. Prospectus are the following
alternate pages for the International Prospectus: a front cover page and a back
cover page. All other pages of the U.S. Prospectus are to be used for both the
United States offering and the international offering. Each alternate page for
the International Prospectus included herein is labeled "Alternate Page for
International Prospectus."
<PAGE>
SUBJECT TO COMPLETION

APRIL 6, 1998
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
13,276,858 SHARES

[LOGO]

TRISTAR AEROSPACE CO.

COMMON STOCK
-----------

Of the 13,276,858 shares of Common Stock (the "Common Stock") of TriStar
Aerospace Co. (the "Company") offered hereby, 11,276,858 shares are being
offered in the United States and Canada (the "U.S. Offering") and 2,000,000
shares are being offered in a concurrent international offering outside the
United States and Canada (the "International Offering," and together with the
U.S. Offering, the "Offering"). The initial public offering price and
underwriting discount per share for the U.S. Offering and the International
Offering are identical. See "Underwriting." All of the 13,276,858 shares of
Common Stock offered hereby are being sold by certain stockholders of the
Company (the "Selling Stockholders"). See "Principal and Selling Stockholders."
The Company will not receive any of the proceeds from the sale of shares of
Common Stock in the Offering. It is currently estimated that the initial public
offering price per share of Common Stock in the Offering will be between $14.00
and $16.00. See "Underwriting" for a discussion of the factors to be considered
in determining the initial public offering price. The Common Stock has been
approved for listing on the New York Stock Exchange.
--------------

SEE "RISK FACTORS" BEGINNING ON PAGE 9 HEREOF FOR A DISCUSSION OF CERTAIN
MATTERS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
-------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PRICE UNDERWRITING PROCEEDS TO
TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS STOCKHOLDERS(1)
<S> <C> <C> <C>
Per share.......................................... $ $ $
Total(2)........................................... $ $ $
</TABLE>

(1) The Selling Stockholders will bear all of the expenses of registration and
distribution of the shares of Common Stock offered hereby.

(2) Certain stockholders of the Company have granted the Underwriters a 30-day
option to purchase up to 1,991,276 additional shares of Common Stock solely
to cover over-allotments, if any. To the extent that the options are
exercised, the Underwriters will offer the additional shares to the public
at the Price to Public shown above. If such options are exercised in full,
the total Price to Public, Underwriting Discounts and Commissions and
Proceeds to Selling Stockholders will be $ , $ and $ ,
respectively. See "Underwriting."
--------------

The shares of Common Stock are offered by the several U.S. Underwriters,
subject to prior sale, when, as and if delivered to and accepted by them, and
subject to the right of the U.S. Underwriters to reject any order in whole or in
part. It is expected that delivery of the shares of Common Stock will be made at
the offices of BT Alex. Brown Incorporated, Baltimore, Maryland, on or about
, 1998.

BT ALEX. BROWN SBC WARBURG DILLON READ INC.

THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE>
Map of TriStar Aerospace Operations and Programs

[Global map shows the location of the Company's headquarters, central
distribution facilities and customer facilities where the Company maintains Just
in Time programs or has sales and agent representatives.]

The Company intends to distribute to its stockholders annual reports
containing financial statements audited by its independent public accountants
and will make available copies of quarterly reports for the first three quarters
of each fiscal year containing unaudited financial statements.
--------------

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERING
AND MAY BID FOR AND PURCHASE SHARES OF THE COMMON STOCK IN THE OPEN MARKET. FOR
A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND THE FINANCIAL STATEMENTS AND
NOTES THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS THE CONTEXT
OTHERWISE REQUIRES, REFERENCES IN THIS PROSPECTUS TO "THE COMPANY" OR "TRISTAR"
REFER COLLECTIVELY TO TRISTAR AEROSPACE CO. AND ITS SUBSIDIARIES. UNLESS
OTHERWISE INDICATED, THE INFORMATION CONTAINED IN THIS PROSPECTUS (I) ASSUMES NO
EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION AND (II) GIVES EFFECT TO A
158-FOR-1 STOCK SPLIT OF THE COMMON STOCK. THIS PROSPECTUS CONTAINS, IN ADDITION
TO HISTORICAL INFORMATION, FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
DISCUSSED HEREIN. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES
INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE SECTIONS ENTITLED "RISK
FACTORS," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS," "BUSINESS" AND ELSEWHERE IN THIS PROSPECTUS.

THE COMPANY

GENERAL

The Company is both a leading distributor of aerospace fasteners, fastening
systems and related hardware (collectively, "aerospace hardware") and a leading
provider of customized inventory management services to original equipment
manufacturers ("OEMs") of aircraft and aircraft components, to commercial
airlines and to aircraft maintenance, repair and overhaul ("MRO") facilities,
based on annual sales by the Company and its competitors in the aerospace
hardware industry. While approximately 59% of the Company's revenues for fiscal
1997 were derived from traditional distribution sales and services
("conventional sales"), a substantial and growing percentage of the Company's
revenues are derived from sales of aerospace hardware pursuant to long-term
inventory management agreements under which TriStar performs a wide variety of
value-added services (commonly referred to as "JIT services"). For fiscal 1997,
JIT revenues represented approximately 41% of the Company's total revenues. The
Company's JIT services are provided through comprehensive and flexible
outsourcing programs under which the Company provides some or all of the
material management functions necessary to procure and manage aerospace hardware
for its customers. The Company derives income from its JIT services principally
through margins earned on products sold under its JIT agreements. The Company
believes that it was a pioneer of JIT services in the aerospace hardware
industry and that today the Company is a leading provider of inventory
management services to this industry. TriStar currently provides JIT services
under long-term agreements to a number of leading aerospace and aircraft-related
companies including, among others, Boeing (including former McDonnell Douglas
and Rockwell International facilities), Northrop Grumman, Bell Helicopter,
Gulfstream, United Airlines, British Airways and Federal Express. Through its
JIT programs and conventional sales, the Company processed over 950,000
transactions involving over 78,000 stockkeeping units ("SKUs") in fiscal 1997,
resulting in over $140 million of sales to over 2,000 customers.

Historically, the procurement and management of aerospace hardware by
aircraft OEMs, airlines and MRO facilities have been highly inefficient due to
certain industry characteristics including (i) the high number of SKUs (in
excess of 250,000) used in the manufacture and repair of aircraft, (ii) the cost
structures of aerospace hardware manufacturers, which favor long production runs
that require large quantity purchases by end users, (iii) the limited capacity
of aerospace hardware manufacturers during cyclical upturns, which creates long
lead times for products and (iv) the very low per-unit costs of aerospace
hardware parts, which make it uneconomical for end users to manage aerospace
hardware inventories in-house. Multiple SKU requirements, large purchase
quantities and long lead times create inefficiencies in the supply chain for
aerospace hardware, resulting in shortages of critical parts, which lead to
costly production stoppages for end users and the over-production of
non-critical parts requiring increased working capital investment by end users.
In addition, many end users incur significant annual expenses for personnel,
facilities and systems necessary to manage the complexities associated with the
procurement and management of their aerospace hardware requirements. In many
instances, these process costs exceed the low per-unit costs of the parts
themselves.

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<PAGE>
TriStar's JIT services are designed to provide solutions for its customers
by overcoming the inefficiencies inherent in the supply chain for aerospace
hardware. Under the terms of its JIT agreements, the Company's personnel,
processes and management information systems enable customers to outsource all
or a portion of the planning, purchasing, receiving, documentation, inspection,
storage, shipment, quality assurance and other functions associated with the
procurement and management of aerospace hardware. The Company's substantial
experience in developing and implementing JIT services enables it to create
programs specifically tailored to the needs of its customers. In many cases, the
Company assigns its own trained personnel to work on-site at the customer's
facilities. By outsourcing the procurement and management of aerospace hardware
to TriStar, the Company's customers can realize significant cost savings and
production efficiencies principally as a result of (i) the elimination of
process costs relating to the planning, purchasing and expediting of aerospace
hardware, (ii) a reduction in carrying costs, including labor, financing and
overhead charges, (iii) a reduction in parts shortages, which can lead to costly
production line stoppages and (iv) a reduction in product costs.

TriStar's leading market position as a provider of value-added inventory
management services provides it with large amounts of information on its
customers' usage patterns with respect to individual aerospace hardware parts.
This information is recorded electronically through the Company's order and
fulfillment processes. The Company compiles usage data from each of its
customers and analyzes the data in the context of historical usage trends to
forecast aggregate and customer-specific demand for individual aerospace
hardware parts. The Company uses these demand forecasts when ordering aerospace
hardware to ensure efficient and reliable delivery to its customers while
optimizing its own inventory. In addition, TriStar intends to utilize these
forecasts to provide its primary suppliers with reliable demand data to allow
them to better schedule their manufacturing processes.

Recognizing the benefits that outsourcing could provide to end users of
aerospace hardware, in 1990 the Company's predecessor developed new sales
efforts, operating processes and systems to provide these services. By 1991 it
had secured its first JIT agreement with Rockwell International, and by the end
of 1993 had secured JIT agreements with Grumman, Beech Aircraft and Gulfstream.
Today the Company has expanded its JIT programs to include 19 agreements with 10
companies servicing over 25 facilities in the United States, Canada, France and
England. In addition, JIT revenues have grown at a compound annual rate of 51.9%
from January 1, 1996 through September 30, 1997 to $57.6 million, representing
approximately 41% of the Company's total revenues for fiscal 1997. Strong growth
in the Company's JIT programs enabled it to increase revenues at a time when the
aerospace industry was experiencing a significant downturn in the early and
mid-1990's. The Company believes that OEMs, airlines and MRO facilities will
continue to outsource their aerospace hardware procurement and management needs
in order to focus on their core businesses and reduce costs. The Company
believes that its status as a leading provider of JIT services favorably
positions it to benefit from this trend and to increase its share of the
aerospace hardware market.

COMPANY STRENGTHS

The Company believes it has a number of core strengths which have resulted
in consistent growth of sales and earnings despite the historically cyclical
nature of the aerospace industry. The principal factors contributing to
TriStar's emergence as a market leader are:

- LEADING PROVIDER OF JIT SERVICES. The Company's long-term JIT agreements
provide it with the following competitive advantages: (i) JIT programs
provide TriStar with growth opportunities which are not directly tied to
the aerospace industry cycle, (ii) JIT programs enable TriStar to
aggregate purchases of hardware across multiple customers, thereby
reducing acquisition costs and improving margins, (iii) JIT programs
provide TriStar with reliable real-time data regarding the usage patterns
of aerospace hardware across a wide customer base, allowing the Company to
better forecast and manage its aerospace hardware needs and those of its
customers, (iv) JIT programs typically result in the Company receiving
additional conventional sales opportunities due to its status as a
preferred

4
<PAGE>
supplier to the customer and (v) JIT programs integrate the Company with
its customers' operations, which management believes creates significant
switching costs for its customers.

- DATABASE OF HISTORICAL USAGE INFORMATION. TriStar has developed an
in-depth database of its customers' historical usage patterns relating to
all of the aerospace hardware in the Company's inventory. By continually
analyzing this information, the Company is able to gain insight into the
likely future usage patterns of each particular part it distributes,
allowing the Company to better forecast and manage its own aerospace
hardware needs as well as those of its customers. The Company believes
this usage information and its experience in managing customers'
inventories add stability to its JIT customer base by providing a
foundation of knowledge unique to its customers and unmatched by its
competitors.

- QUALITY ASSURANCE AND RELIABILITY. The Company's quality assurance
programs include physical inspection of substantially all incoming
shipments as well as electronic storage of manufacturers' certifications
to allow for instant traceability. In addition, the Company's processes
and systems have been designed to ensure the timely and consistent
delivery of products and services, which have allowed the Company to
establish a reputation for reliability with its customers.

- SIGNIFICANT ECONOMIES OF SCALE RELATING TO SIZE. As one of the largest
aerospace hardware distributors, TriStar makes significant annual
purchases of inventory on behalf of its many customers. As a result, the
Company believes that it is one of the largest customers of many of its
suppliers, allowing it to take advantage of price reductions associated
with large volume purchases.

- STRONG RELATIONSHIPS WITH LEADING FASTENER MANUFACTURERS. TriStar has
long-established relationships with substantially all of the major
suppliers of aerospace hardware, including Fairchild, Huck, SPS, Kaynar
and Hi-Shear. TriStar has been designated an Authorized Distributor by
more than 65 manufacturers of aerospace hardware, including most of the
major fastener manufacturers.

GROWTH STRATEGY

Management has identified the following strategies which it believes provide
specific opportunities for growth:

- JIT SERVICES EXPANSION. The Company's strong growth has been generated
internally and has been due in large part to the success of its JIT
programs. The Company intends to continue to expand its JIT business by
(i) increasing the number of SKUs, services and products offered and the
number of facilities covered under existing JIT agreements and (ii)
targeting additional JIT customers, including airlines, air cargo
companies, MRO facilities and smaller OEMs.

- INCREASED AFTERMARKET PENETRATION. The Company intends to increase its
penetration of non-OEM segments of its marketplace, including the airline
and MRO facility segments, by (i) further expanding its product offerings
in response to the inventory needs of participants in these market
segments, (ii) continuing to tailor its JIT services to meet the specific
demands of these participants, and (iii) increasing its sales and
marketing efforts to these participants.

- INTERNATIONAL EXPANSION. The Company plans to expand its presence and
increase its market penetration in Europe and Asia through expansion of
its product offerings to include additional European standard (i.e.,
Airbus) parts. The Company believes its increased presence in Europe, as a
result of a recent supply agreement with Aerospatiale, a member of the
Airbus consortium, will help to position the Company as a supplier of
aerospace hardware to the Airbus aftermarket and assist in attracting
other European aerospace customers. The Company also plans to pursue
strategic alliances in the Pacific Rim and Asia.

- SUPPLY CHAIN MANAGEMENT. The Company acts as a conduit between its
customers and suppliers to minimize imbalances in the supply and demand of
aerospace hardware. By utilizing its historical

5
<PAGE>
database of customer usage patterns to provide manufacturers with demand
forecasts, the Company believes it can alleviate a portion of the supply
chain disruptions, usually associated with the cyclicality of the
aerospace industry, which have adversely affected the Company's customers
and suppliers in the past.

- STRATEGIC ACQUISITIONS. The aerospace hardware distribution industry is
comprised of a small number of large companies, such as TriStar, and
numerous small, local and regional businesses. The Company believes that
opportunities exist to consolidate the aerospace hardware industry through
strategic acquisitions and to broaden its product line and enter new
and/or under-penetrated markets through the acquisition of certain of its
competitors.

HISTORY OF THE COMPANY; SALE OF COMMON STOCK BY MAJORITY STOCKHOLDER

The Company was incorporated under the name "Maple Leaf Aerospace, Inc." in
Delaware on August 21, 1996 by Odyssey Partners, L.P. ("Odyssey") to acquire the
outstanding stock of Tri-Star Aerospace, Inc. (the "Predecessor") and the assets
of the Aviall Aerospace business unit of Aviall Services, Inc. and of Aviall
(Canada) Ltd. (together "Aviall Aerospace"). Founded in 1973, the Predecessor
was a leading distributor of aerospace hardware products and a pioneer of JIT
services in the aerospace hardware industry. The annual revenues of the
Predecessor increased from $14.3 million in 1985 to $65.6 million in 1995. In
addition, as a result of its JIT programs, the Predecessor experienced revenue
growth each year from 1990 through 1995 despite an economic downturn in the
aerospace industry. Aviall Aerospace was a distributor of aerospace hardware to
commercial and military aircraft OEMs. The acquisition of Aviall Aerospace
provided the Company an expanded product line and access to a larger customer
base. On February 24, 1998, the Company changed its name to "TriStar Aerospace
Co."

The Company's executive offices are located at 2527 Willowbrook Road,
Dallas, Texas 75220-4420, and its telephone number is (214) 956-3400.

Odyssey is currently the record owner of 69.9% of the outstanding Common
Stock of the Company. In connection with its previously announced dissolution
and liquidation, Odyssey intends to sell the Common Stock of the Company owned
by it in the Offering. Based on a price of $15.00 per share (the midpoint of the
estimated price range set forth on the cover of this Prospectus), Odyssey will
receive an estimated $147.4 million of the $186.7 million of aggregate proceeds
to be received by the Selling Stockholders, net of underwriting discounts and
commissions, as a result of the Offering ($163.1 million of the $214.7 million
of aggregate proceeds if the Underwriters' over-allotment option is exercised in
full).

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Selling Stockholders:
U.S. Offering......................................... 11,276,858
International Offering................................ 2,000,000

Common Stock outstanding after the Offering............. 16,787,974 shares(1)

Use of proceeds......................................... The Company will not receive any
of the proceeds from the sale of
shares of Common Stock in the
Offering, all of which proceeds
will be received by the Selling
Stockholders.

New York Stock Exchange symbol.......................... TSX
</TABLE>

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

(1) Excludes (i) 2,958,152 shares of Common Stock issuable upon exercise of
outstanding options under the Company's 1996 Stock Option Plan, all of which
will be exercisable following consummation of the Offering, and (ii) shares
reserved for issuance under the Company's proposed stock option plan. See
"Management--Stock Option Plans."

6
<PAGE>
SUMMARY HISTORICAL FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

THE COMPANY AND THE PREDECESSOR(1)

<TABLE>
<CAPTION>
PREDECESSOR(2)
-------------------------------------------- COMPANY
-----------------------------------------------
PERIOD PERIOD YEAR
YEAR ENDED DECEMBER 31, ENDED ENDED ENDED
--------------------------------- SEPT. 19, SEPT. 30, SEPT. 30,
1994 1995 1996 1996(3) 1997(4)
--------- --------- --------- --------- ---------- THREE MONTHS ENDED
DECEMBER 31,
------------------------
1993 1996 1997
----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues...................... $ 43,135 $ 50,725 $ 65,579 $ 55,186 $ 3,555 $ 140,719 $ 30,966 $ 42,635
Gross profit.................. 14,583 14,905 18,816 15,696 1,113 44,326 9,958 13,219
Selling, general and
administrative.............. 9,773 10,785 12,488 8,897 463 21,048 4,447 6,040
Compensation expense of stock
options..................... -- -- -- -- -- -- -- 354
Operating income.............. 4,810 4,120 6,328 6,799 650 23,278 5,511 6,825
Interest expense.............. 1,682 2,017 2,251 1,512 184 5,263 1,547 1,204
Provision for income
taxes(5).................... -- -- -- -- 177 6,559 1,520 2,150
Net income.................... 3,175 2,200 4,104 5,306 289 11,603 2,444 3,522
Earnings per share:
Basic....................... $ .02 $ 0.73 $ 0.16 $ .21
Diluted..................... .02 0.70 0.16 .19
Weighted average shares
outstanding:
Basic....................... 15,118 15,897 15,118 16,583
Diluted..................... 15,118 16,509 15,118 18,158
</TABLE>

<TABLE>
<CAPTION>
PREDECESSOR(2)
--------------------------------- COMPANY
-----------------------------------------------
DECEMBER 31, SEPTEMBER 30,
--------------------------------- ---------------------
1994 1995 1996(6) 1997(4)
--------- --------- --------- ---------- DECEMBER 31,
------------------------
1996 1997
1993 ----------- -----------
----------- (UNAUDITED) (UNAUDITED)
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Current assets............. $ 50,758 $ 50,376 $ 58,962 $ 86,611 $ 99,680 $ 89,178 $ 110,151
Total assets............... 54,408 51,504 59,970 97,216 110,235 99,405 120,668
Current liabilities........ 11,044 10,078 33,548 22,308 28,076 23,162 31,633
Long-term debt, less
current maturities....... 20,266 16,929 -- 55,500 49,000 53,500 52,000
Stockholders' equity....... 21,704 23,103 25,027 19,408 33,159 22,743 37,035
</TABLE>

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

(1) The financial information for the Company is not comparable to the financial
information of the Predecessor due to the acquisition of Aviall Aerospace,
the impact of applying the purchase method of accounting to the acquisitions
of Predecessor and Aviall Aerospace and the change in tax status of the
Predecessor from a Subchapter S corporation to a C corporation.

(2) Tri-Star Aerospace, Inc. and subsidiary and affiliate.

(3) Reflects the results of operations for the 11 day period ended September 30,
1996.

(4) Following the acquisitions of the Predecessor and Aviall Aerospace, the
Company changed the fiscal year end of the Predecessor from December 31 to
September 30.

(5) The Predecessor's stockholders elected to be taxed under the provisions of
Subchapter S of the Internal Revenue Code of 1986, as amended. As a
Subchapter S corporation, the earnings of the Predecessor were taxable to
the individual stockholders, and therefore, the Predecessor did not record a
provision for income taxes.

(6) The amounts shown as of September 30, 1996 reflect the consolidated balance
sheet of the Company following the acquisitions of the Predecessor and
Aviall Aerospace. The acquisitions have been accounted for under the
purchase method of accounting and, accordingly, the consolidated balance
sheet reflects the results of combined operations from the acquisition date.

7
<PAGE>
AVIALL AEROSPACE

<TABLE>
<CAPTION>
PERIOD
YEAR ENDED DECEMBER 31, ENDED
--------------------------------- SEPT. 19,
1994 1995 1996(1)
1993 --------- --------- ---------
-----------
(UNAUDITED)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.......................................................... $ 11,884 $ 17,229 $ 25,580 $ 23,085
Gross profit...................................................... 3,156 2,945 5,802 5,035
Selling, general and administrative(2)............................ 5,803 5,654 5,884 4,730
Operating income (loss)........................................... (2,647) (2,709) (82) 305

BALANCE SHEET DATA:
Current assets.................................................... $ 8,357 $ 6,680 $ 17,022 $ 20,528
Total assets...................................................... 9,869 8,011 18,345 21,790
Current liabilities............................................... 535 2,778 5,145 3,195
Long-term debt.................................................... -- -- -- --
Intercompany debt................................................. 9,334 5,233 13,200 18,595
</TABLE>

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

(1) Aviall Aerospace was acquired by the Company on September 19, 1996 and
accordingly, the operating results of Aviall Aerospace have been included in
the Company's results of operations since September 20, 1996.

(2) During the periods presented, Aviall Aerospace was not operated or accounted
for as a separate entity. As a result, intercompany allocations of certain
expense items from Aviall Services, Inc., including corporate overhead, were
reflected in the financial statements of Aviall Aerospace.

8
<PAGE>
RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, THE
FOLLOWING FACTORS SHOULD BE CAREFULLY CONSIDERED IN EVALUATING AN INVESTMENT IN
THE COMMON STOCK.

DEPENDENCE ON COMMERCIAL AIRCRAFT INDUSTRY. The worldwide commercial
aircraft industry is the primary market for the products distributed by the
Company and the Company's services. Historically, demand from this industry has
been subject to cyclical fluctuations, with orders from OEMs and other customers
for aerospace hardware typically increasing or decreasing in advance of
corresponding changes in the deliveries of new aircraft. The demand for new
aircraft historically has been closely related to the financial performance of
airlines, which in turn has been closely related to general economic conditions
and changes in business cycles. Changes in the commercial airline market
resulting in a reduction in the rate of future aircraft deliveries, including
cancellations or deferrals of scheduled deliveries, could have a material
adverse effect on the Company's results of operations and financial condition.

CUSTOMER CONCENTRATION; DEPENDENCE ON JIT AGREEMENTS. A significant portion
of the Company's business is dependent upon a limited number of large
manufacturers of commercial aircraft and defense products. Direct sales to
Boeing and Northrop Grumman, for example, accounted for approximately 24.8%
(including 11.3% from former McDonnell Douglas facilities and 7.1% from former
Rockwell International facilities) and 11.7% of the Company's fiscal 1997 net
sales, respectively. In addition, under the terms of several of the Company's
JIT agreements, the customer may terminate the agreement, subject to prior
notice and/or other provisions, before the expiration of such agreement. The
termination or renegotiation of any such agreement or the loss of one or more
significant customers for any reason could have a material adverse effect on the
Company's results of operations and financial condition. Furthermore, because of
the relatively small number of customers for certain of the Company's products,
such customers may be able to influence the Company's prices and other terms of
sale with respect to such products.

AVAILABILITY OF HARDWARE. As is customary in the aerospace hardware
industry, the Company does not currently have long-term contracts with any of
its suppliers. Any material disruption in the Company's sources of supply,
particularly of the most commonly sold items, could have a material adverse
effect upon the Company's results of operations and financial condition.

GROWTH STRATEGY IMPLEMENTATION; ABILITY TO MANAGE GROWTH. The Company's
growth strategy includes (i) expanding its JIT services, (ii) expanding its
presence in non-OEM segments of the marketplace, (iii) increasing its
international business, (iv) further implementing supply chain management
initiatives, and (v) exploring acquisition opportunities. The Company's ability
to execute its growth strategy will depend on a number of factors, including
existing and emerging competition, the ability to maintain profit margins in the
face of competitive pressures, the continued recruitment, training and retention
of employees, the strength of demand for its services and the availability of
capital to support its growth.

Conducting business outside of the United States is subject to various
risks, including changing economic and political conditions in the United States
and abroad, major work stoppages, currency fluctuations, armed conflicts and
unexpected changes in United States and foreign laws relating to tariffs,
exchange controls, trade restrictions, transportation regulations, foreign
investments and taxation. The Company has no control over most of these risks
and may be unable to anticipate changes in international economic and political
conditions and, therefore, may be unable to alter its business practices in time
to avoid the adverse effect of any such changes.

From time to time, the Company may evaluate or pursue opportunistic
acquisitions of all or portions of other independent aerospace hardware and
service providers whose assets or product lines would complement or expand the
Company's existing operations. There can be no assurance that the Company will
succeed in identifying appropriate acquisition candidates, arranging financing
for acquisitions, consummating acquisitions on satisfactory terms or efficiently
integrating acquired businesses.

9
<PAGE>
To manage anticipated growth, the Company must continuously evaluate the
adequacy of its existing resources, systems and processes, including, among
others, its management resources, management information systems and financial
and accounting systems. There can be no assurance that management will
adequately anticipate all of the changing demands that growth will impose on the
Company's resources, systems and processes. Any failure to adequately anticipate
and respond to such changing demands could have a material adverse effect on the
Company's growth strategy. Any such adverse effect could result in the Company's
growth and anticipated results of operations being less than management's
expectations. See "Business--Growth Strategy."

FLUCTUATIONS IN OPERATING RESULTS. The Company's operating results are
affected by many factors, including the timing of orders from large customers,
the timing of expenditures for employees hired in anticipation of future sales
and the mix of customers purchasing products in a particular period. Any of
these factors, or any cancellations, reductions or delays in orders by a
significant customer or group of customers, could have a material adverse effect
on the Company's results of operations and financial condition.

DEPENDENCE ON KEY PERSONNEL. The continued success of the Company is
dependent to a significant degree upon the services of its executive officers
and upon the Company's ability to attract and retain qualified personnel
experienced in the various phases of the Company's business. Loss of the
services of such employees, particularly Quentin Bourjeaurd, President and Chief
Executive Officer of the Company, and Charles Balchunas, Chief Operating Officer
of the Company, could adversely affect the operations of the Company. The
Company has entered into executive employment agreements with a number of its
key personnel, including Messrs. Bourjeaurd and Balchunas. See
"Management--Employment Agreements." The Company does not maintain key man life
insurance on the lives of any of its executive officers or key employees.

COMPETITION. Numerous companies manufacture and/or distribute fasteners,
fastening systems and related components that compete with the products the
Company distributes. Certain of these competitors have greater financial
resources than the Company. There can be no assurance that competitive pressures
in any of the markets to which the Company distributes products will not have a
material adverse effect on the Company's results of operations and financial
condition. See "Business--Competition."

DEPENDENCE ON MANAGEMENT INFORMATION SYSTEMS; YEAR 2000 COMPLIANCE. The
Company believes that the successful operation of the Company's business is
dependent in part on its computerized inventory management, order processing and
distribution systems and other computer software programs and operating systems.
These systems will require modification, improvement or replacement as the
Company grows. The Company may, from time to time, experience delays,
complications or expenses in integrating and operating these systems, any of
which could have a material adverse effect upon the Company's results of
operations and financial condition.

The Company has been evaluating its computer software programs and operating
systems to identify any as to which there may be a "Year 2000" issue and is
currently taking steps to modify or replace its systems that are not Year 2000
compliant. While the Company believes that it will be able to achieve such Year
2000 compliance through a combination of modification and/or replacement of its
existing programs and systems, no assurance can be given that these efforts will
be successful or that such efforts will be completed on a timely basis. The
failure to successfully complete such implementation on a timely basis may cause
interruptions in operations which could have a material adverse effect on the
Company's results of operations and financial condition. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Year
2000 Compliance."

PRODUCT LIABILITY; CLAIMS EXPOSURE. The nature of the products distributed
by the Company exposes it to potential liabilities resulting from the failure of
an airframe, aircraft engine or other aircraft part manufactured with aerospace
hardware supplied by the Company. The Company maintains product

10
<PAGE>
liability insurance to protect it from such liabilities; however, no assurance
can be given that claims will not arise in the future or that such insurance
coverage will be adequate. Additionally, there can be no assurance that
insurance coverage can be maintained in the future at an acceptable cost. Any
such liability not covered by insurance, or for which third party
indemnification is not available, could have a material adverse effect on the
Company's results of operations and financial condition. See "Business--Product
Liability and Legal Proceedings."

GOVERNMENT REGULATION. While the Company's business is not currently
regulated, the aerospace hardware it distributes must be accompanied by
documentation which enables its customers to comply with applicable regulatory
requirements. There can be no assurance that new and more stringent government
regulations will not be adopted in the future or that any such new regulations,
if enacted, would not have a material adverse effect on the Company's results of
operations and financial condition.

EMPLOYEE RELATIONS. Although none of the Company's employees is subject to
a collective bargaining agreement, the Company may be subject to future
unionization efforts. On March 25, 1998, the Company received a notice from the
National Labor Relations Board in connection with a petition filed by a union
organizer seeking a vote of the Company's warehouse employees for the Transport
Workers Union of America to organize and represent such employees for collective
bargaining purposes. The unionization of the Company's workforce could result in
higher employee compensation and working condition demands that could increase
the Company's operating costs or constrain its operating flexibility. See
"Business-- Employees."

NO PRIOR PUBLIC MARKET; POTENTIAL VOLATILITY OF STOCK PRICE. Prior to the
Offering, there has been no public market for the Common Stock, and there can be
no assurance that an active trading market will develop after the Offering or,
if a trading market does develop, that it will be sustained or that shares of
Common Stock could be resold at or above the initial public offering price. The
initial public offering price of the Common Stock offered hereby will be
determined through negotiations among the Company, the Selling Stockholders and
the representatives of the Underwriters and may not be an indication of the
actual value of the stock or of the price at which the Common Stock will
actually trade after the Offering. After completion of the Offering, the market
price of the Common Stock could be subject to significant variation due to
fluctuations in the Company's operating results, changes in earnings estimates
by securities analysts, the degree of success the Company achieves in
implementing its business strategy, changes in business or regulatory conditions
affecting the Company, its customers or its competitors, and other factors. In
addition, the financial markets may experience volatility that affects the
market prices of companies in ways unrelated to the operating performance of
such companies, and such volatility may adversely affect the market price of the
Common Stock.

BENEFITS OF OFFERING TO EXISTING STOCKHOLDERS. Odyssey is selling an
aggregate of 10,484,707 shares of Common Stock in the Offering (11,598,780
shares if the Underwriters' over-allotment option is exercised in full) in
connection with the previously announced dissolution and liquidation of Odyssey.
Odyssey will receive an estimated $147.4 million in proceeds from the sale of
such shares based upon an initial public offering price of $15.00 per share (the
midpoint of the estimated price range set forth on the cover of this Prospectus)
and after deducting the estimated underwriting discounts and commissions,
reflecting a net gain of $12.59 per share over the original cost of such shares
to Odyssey and an aggregate net gain of approximately $132.0 million. In the
event the Underwriters' over-allotment option is exercised in full, Odyssey will
sell all of the shares of Common Stock currently owned of record by it. Stephen
Berger, Muzzafar Mirza and William Hopkins, members of the Company's Board of
Directors, are partners or principals of Odyssey and will be resigning from the
Company's Board of Directors as soon as practicable after consummation of the
Offering. In addition, several other Selling Stockholders presently serve or
formerly served as directors and/or executive officers of the Company, including
Richard P. Small, who will also resign from his position as Vice Chairman of the
Company's Board of Directors as soon as practicable

11
<PAGE>
after consummation of the Offering. See "Principal and Selling Stockholders" and
"Management-- Composition of the Board of Directors after the Offering."

The existing stockholders of the Company will receive certain benefits from
the sale of the Common Stock offered hereby. The Offering will establish a
public market for the Common Stock and will provide increased liquidity to the
existing stockholders for the shares of Common Stock they will own after the
Offering, subject to certain limitations. See "Shares Eligible For Future Sale."
Furthermore, the consummation of the Offering will cause certain of the stock
options held by management of the Company to vest and become immediately
exercisable. See "Management--Executive Compensation" and "--Stock Option
Plans--1996 Stock Option Plan."

IMMEDIATE AND SUBSTANTIAL DILUTION. The initial public offering price of
the Common Stock will be substantially higher than the net tangible book value
per share of Common Stock. Accordingly, purchasers of Common Stock in the
Offering will experience immediate and substantial dilution. See "Dilution."

SHARES ELIGIBLE FOR FUTURE SALE. Future sales of shares of Common Stock by
existing stockholders (including shares issued upon exercise of stock options),
or the perception that such sales could occur, could adversely affect prevailing
market prices for the Common Stock. Upon completion of the Offering, the Company
will have outstanding 16,787,974 shares of Common Stock. Of such shares, the
13,276,858 shares sold in the Offering will be freely tradeable without
restriction or limitation under the Securities Act of 1933, as amended (the
"Securities Act"), unless purchased by "affiliates" of the Company, as that term
is defined in Rule 144 under the Securities Act. Subject to Rule 144 under the
Securities Act (as currently in effect), after expiration of the lock-up periods
described below (or earlier with the consent of the representative of the
Underwriters), the remaining 3,511,116 shares will become eligible at various
times for sale in the public marketplace. In addition, upon completion of the
Offering, 2,958,152 shares of Common Stock will be issuable upon exercise of
outstanding options under the Company's stock option plans and additional shares
of Common Stock will be reserved for issuance under such plans. See
"Management--Stock Option Plans."

To the extent that the Underwriters' over-allotment option is not exercised
fully, the Company has agreed to file a registration statement on Form S-8
following the expiration of the lock-up periods described below covering any
shares subject to options granted to G. Bruce McInnis, one of the Selling
Stockholders, under the Company's 1996 Stock Option Plan. Shares registered
under such registration statement which are issued upon the exercise of options
will be freely transferable in the open market.

The Company, its directors and executive officers and current stockholders
have agreed that, for a period of 180 days after the consummation of the
Offering, they will not, without the prior written consent of BT Alex. Brown
Incorporated, offer, sell or otherwise dispose of, any shares of Common Stock.
See "Underwriting" and "Shares Eligible for Future Sale."

CERTAIN CHARTER, BYLAW AND STATUTORY ANTI-TAKEOVER PROVISIONS. The
Company's Amended and Restated Certificate of Incorporation (the "Certificate")
and Bylaws provide for a classified Board of Directors, restrict the ability of
stockholders to call special meetings or take stockholder action by written
consent, and contain advance notice requirements for stockholder proposals and
nominations and special voting requirements for the amendment of the Certificate
and Bylaws. These provisions could delay or hinder the removal of incumbent
directors and could discourage or make more difficult a proposed merger, tender
offer or proxy contest involving the Company or may otherwise have an adverse
effect on the market price of the Common Stock. The Company also will be subject
to provisions of Delaware corporate law that will restrict the Company from
engaging in certain business combinations with an interested stockholder, unless
certain conditions are met or the business combination is approved by the
Company's Board of Directors and/or stockholders in a prescribed manner. These
provisions also could render more difficult or discourage a merger, tender offer
or other similar transaction. See "Description of Capital Stock."

12
<PAGE>
The Certificate authorizes the issuance of 10,000,000 shares of preferred
stock, none of which is currently outstanding. Shares of preferred stock may be
issued on such terms as the Company's Board of Directors may determine. The
rights of the holders of Common Stock will be subject to, and may be adversely
affected by, any preferred stock that may be issued in the future. The issuance
of preferred stock, while providing desirable flexibility in connection with
possible acquisitions, financings and other corporate transactions, could have
the effect of discouraging, or making more difficult, a third party's
acquisition of a majority of the Company's outstanding voting stock. The Company
has no plans to issue any shares of preferred stock. See "Description of Capital
Stock--Preferred Stock."

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of Common Stock in
the Offering, all of which proceeds will be received by the Selling
Stockholders.

DIVIDEND POLICY

The Company has never declared or paid any cash dividends on its Common
Stock and currently intends to retain all earnings for the foreseeable future
for use in the operation and expansion of its business. Accordingly, the Company
currently has no plans to pay dividends on its Common Stock. Under the terms of
the Company's credit agreement, the Company is prohibited from paying dividends
on its Common Stock. The payment of any future dividends will be determined by
the Board of Directors of the Company in light of conditions then existing,
including the Company's earnings, financial condition and capital requirements,
restrictions in financing agreements, business conditions and other factors.

13
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company as of
December 31, 1997. This table should be read in conjunction with the
Consolidated Financial Statements and related Notes thereto of the Company
included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31,
1997(1)
------------------
(IN THOUSANDS)
<S> <C>
Total debt.................................................................................... $ 52,500
Stockholders' equity:
Preferred stock............................................................................. --
Common stock................................................................................ 166
Additional paid-in capital.................................................................. 21,455
Retained earnings........................................................................... 15,414
-------
Total stockholders' equity................................................................ $ 37,035
-------
Total capitalization.......................................................................... $ 89,535
-------
-------
</TABLE>

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

(1) The Selling Stockholders will bear all of the expenses of registration and
distribution of the shares of Common Stock sold in the Offering. The Company
will receive up to approximately $2.7 million in proceeds from the exercise
of options relating to shares of Common Stock included in the Offering
(including proceeds from the exercise of options relating to shares included
in the Underwriters' over-allotment option), which the Company will use for
working capital and general corporate purposes.

DILUTION

The net tangible book value of the Company as of December 31, 1997 was $28.3
million or $1.43 per share of Common Stock. Net tangible book value is the
Company's total tangible assets (total assets less intangible assets) less total
liabilities at December 31, 1997. Net tangible book value per share is
determined by dividing the net tangible book value by the number of outstanding
shares of Common Stock, including the assumed exercise of all vested options,
after consummation of the Offering. The net tangible book value dilution per
share shown below represents the difference between the assumed amount per share
paid by purchasers of Common Stock in the Offering (the midpoint of the price
range set forth on the cover of this Prospectus) and the net tangible book value
per share of Common Stock. The following table illustrates the per share
dilution:

<TABLE>
<CAPTION>
<S> <C>
Assumed initial public offering price per share.................................. $ 15.00
Net tangible book value per share................................................ 1.43
---------
Net tangible book value dilution per share....................................... $ 13.57
---------
---------
</TABLE>

14
<PAGE>
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

THE COMPANY AND THE PREDECESSOR(1)

The following table sets forth selected historical financial data for the
Company and the Predecessor. The selected financial data for the Predecessor for
the year ended December 31, 1993, were derived from the unaudited combined
financial statements of the Predecessor. The selected financial data for the
Predecessor for the years ended December 31, 1994 and 1995, and for the period
ended September 19, 1996, were derived from the audited combined financial
statements of the Predecessor. The selected financial data for the Company for
the period ended September 30, 1996, and for the year ended September 30, 1997,
were derived from the audited consolidated financial statements of the Company.
The selected financial data for the Company for the three-month periods ended
December 31, 1996 and 1997 were derived from the unaudited consolidated
financial statements of the Company included elsewhere herein, and, in the
opinion of management of the Company, contain all adjustments, consisting only
of normal recurring adjustments, necessary for a fair presentation of results of
operations and financial condition.

The selected consolidated financial and operating information set forth
below should be read in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the historical financial
statements and notes thereto of the Company and the Predecessor and other
financial information included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
PREDECESSOR(2)
---------------------------------------------- COMPANY
-----------------------------------
PERIOD PERIOD PERIOD
YEAR ENDED DECEMBER 31, ENDED ENDED ENDED
--------------------------------- SEPT. 19, SEPT. 30, SEPT. 30, THREE
1994 1995 1996 1996(3) 1997(4) MONTHS
--------- --------- ----------- ----------- --------- ENDED
DECEMBER
31,
1993 -----------
-----------
(UNAUDITED) 1996
-----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues............................... $ 43,135 $ 50,725 $ 65,579 $ 55,186 $ 3,555 $ 140,719 $ 30,966
Gross profit........................... 14,583 14,905 18,816 15,696 1,113 44,326 9,958
Selling, general and administrative.... 9,773 10,785 12,488 8,897 463 21,048 4,447
Compensation expense of stock options.. -- -- -- -- -- -- --
Operating income....................... 4,810 4,120 6,328 6,799 650 23,278 5,511
Interest expense....................... 1,682 2,017 2,251 1,512 184 5,263 1,547
Provision for income taxes(5).......... -- -- -- -- 177 6,559 1,520
Net income............................. 3,175 2,200 4,104 5,306 289 11,603 2,444
Earnings per share:
Basic................................ $ .02 $ 0.73 $ 0.16
Diluted.............................. .02 0.70 0.16
Weighted average shares outstanding:
Basic................................ 15,118 15,897 15,118
Diluted.............................. 15,118 16,509 15,118

-----------
(UNAUDITED)

<S> <C>
STATEMENT OF OPERATIONS DATA:
Revenues............................... $ 42,635
Gross profit........................... 13,219
Selling, general and administrative.... 6,040
Compensation expense of stock options.. 354
Operating income....................... 6,825
Interest expense....................... 1,204
Provision for income taxes(5).......... 2,150
Net income............................. 3,522
Earnings per share:
Basic................................ $ 0.21
Diluted.............................. 0.19
Weighted average shares outstanding:
Basic................................ 16,583
Diluted.............................. 18,158
</TABLE>
<TABLE>
<CAPTION>
PREDECESSOR(2)
--------------------------------- COMPANY
-----------------------------------
DECEMBER 31, SEPTEMBER 30,
--------------------------------- ----------------------
1994 1995 1996(6) 1997(4)
--------- --------- ----------- --------- DECEMBER
31,
-----------
1993 1996
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Current assets................................... $ 50,758 $ 50,376 $ 58,962 $ 86,611 $ 99,680 $ 89,178
Total assets..................................... 54,408 51,504 59,970 97,216 110,235 99,405
Current liabilities.............................. 11,044 10,078 33,548 22,308 28,076 23,162
Long-term debt, less current maturities.......... 20,266 16,929 -- 55,500 49,000 53,500
Stockholders' equity............................. 21,704 23,103 25,027 19,408 33,159 22,743

-----------

<S> <C>
BALANCE SHEET DATA:
Current assets................................... $ 110,151
Total assets..................................... 120,668
Current liabilities.............................. 31,633
Long-term debt, less current maturities.......... 52,000
Stockholders' equity............................. 37,035
</TABLE>

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

(2) Tri-Star Aerospace, Inc. and subsidiary and affiliate.

(3) Reflects the results of operations for the 11 day period ended September 30,
1996.

(4) Following the acquisitions of the Predecessor and Aviall Aerospace, the
Company changed the fiscal year end of the Predecessor from December 31 to
September 30.

15
<PAGE>
AVIALL AEROSPACE

The following table sets forth selected historical financial data for Aviall
Aerospace, a business unit of Aviall Services, Inc. The selected financial data
for Aviall Aerospace for the year ended December 31, 1993, were derived from the
unaudited financial statements of Aviall Aerospace. The selected financial data
for Aviall Aerospace for the years ended December 31, 1994 and 1995 and the
period ended September 19, 1996 were derived from the audited financial
statements of Aviall Aerospace. The selected financial information set forth
below should be read in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the historical financial
statements and notes thereto of Aviall Aerospace and other financial information
included elsewhere in the Prospectus.

<TABLE>
<CAPTION>
PERIOD
YEAR ENDED DECEMBER 31, ENDED
------------------------------- SEPT. 19,
1993 1994 1995 1996(1)
--------- --------- --------- -----------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues................................................................. $ 11,884 $ 17,229 $ 25,580 $ 23,085
Gross profit............................................................. 3,156 2,945 5,802 5,035
Selling, general and administrative(2)................................... 5,803 5,654 5,884 4,730
Operating income (loss).................................................. (2,647) (2,709) (82) 305

BALANCE SHEET DATA:
Current assets........................................................... $ 8,357 $ 6,680 $ 17,022 $ 20,528
Total assets............................................................. 9,869 8,011 18,345 21,790
Current liabilities...................................................... 535 2,778 5,145 3,195
Long-term debt........................................................... -- -- -- --
Intercompany debt........................................................ 9,334 5,233 13,200 18,595
</TABLE>

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

16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED NOTES THERETO INCLUDED ELSEWHERE IN THIS
PROSPECTUS.

GENERAL

The Company was formed on August 21, 1996 and began operations on September
19, 1996, when it acquired the Predecessor and Aviall Aerospace through
simultaneous transactions. The acquisitions were accounted for under the
purchase method of accounting and, accordingly, the operating results beginning
September 20, 1996 reflect combined operations. Following consummation of the
acquisitions, the Company changed the fiscal year end of the Predecessor from
December 31 to September 30.

The Company generates a portion of its revenues from sales to customers
outside of the United States. The Company's revenues from foreign customers
represented $19.2 million in its fiscal year ended September 30, 1997, or
approximately 13.6% of total revenues. All of the Company's revenues are
invoiced in United States dollars.

The Company recognizes revenues from JIT services and conventional sales.
Revenues are recognized at the time of shipment. The principal elements
comprising TriStar's cost of goods sold are costs of aerospace hardware, freight
charges and a provision for excess and obsolete inventory. TriStar does not
manufacture or alter the products that it distributes and, therefore, does not
incur significant labor or overhead costs associated with product sales. Gross
profit represents revenues less cost of goods sold. TriStar's selling, general
and administrative expenses are comprised mainly of labor and benefit costs and
operating and occupancy expenses associated with the corporate office and the
Company's warehousing and distribution facilities.

MATTERS AFFECTING COMPARABILITY

For the year ended September 30, 1997, the financial statements of the
Company include the results of the Predecessor and Aviall Aerospace combined for
a full year of operations. The periods from January 1, 1996 to September 19,
1996 for the Predecessor and Aviall Aerospace represent the stand-alone
operations of each entity for less than a full year of operations. The years
ended December 31, 1995 for the Predecessor and Aviall Aerospace represent the
stand-alone operations of each entity for a full year of operations. Due to the
differences in the length of the various periods and the acquisition of the
Predecessor and Aviall Aerospace by the Company, comparison of periods may not
be meaningful and are not necessarily indicative of future results.

17
<PAGE>
RESULTS OF OPERATIONS OF THE COMPANY AND THE PREDECESSOR

The following table sets forth for the periods indicated the percentage of
revenues represented by certain items in the statements of operations of the
Company and the Predecessor:

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
-------------------- -------------------------------
YEAR PERIOD YEAR THREE MONTHS ENDED
ENDED ENDED ENDED DECEMBER 31,
DEC. 31, SEPT. 19, SEPT. 30, --------------------
1995 1996 1997 1996 1997
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues.................................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of goods sold.......................................... 71.3% 71.6% 68.5% 67.8% 69.0%
--------- --------- --------- --------- ---------
Gross profit................................................ 28.7% 28.4% 31.5% 32.2% 31.0%
Selling, general and administrative......................... 19.0% 16.1% 15.0% 14.4% 15.0%
--------- --------- --------- --------- ---------
Operating income............................................ 9.7% 12.3% 16.5% 17.8% 16.0%
Interest expense............................................ 3.4% 2.7% 3.7% 5.0% 2.8%
Other income................................................ 0.0% 0.0% (0.1%) 0.0% (0.1%)
--------- --------- --------- --------- ---------
Income before taxes......................................... 6.3% 9.6% 12.9% 12.8% 13.3%
Provision for income taxes.................................. 0.0% 0.0% 4.7% 4.9% 5.0%
--------- --------- --------- --------- ---------
Net income.................................................. 6.3% 9.6% 8.2% 7.9% 8.3%
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

THE COMPANY

THREE MONTH PERIOD ENDED DECEMBER 31, 1997 COMPARED TO THREE MONTH PERIOD
ENDED DECEMBER 31, 1996.

REVENUES--Revenues increased $11.6 million, or 37.4%, to $42.6 million for
the three month period ended December 31, 1997, compared to $31.0 million for
the same period in 1996. The Company's revenues have increased primarily due to
growth in customer demand resulting from increased commercial aircraft build
rates.

GROSS PROFIT--Gross profit increased $3.2 million, or 32.0%, to $13.2
million for the three month period ended December 31, 1997, compared to $10.0
million for the same period in 1996. The increase in gross profit was primarily
due to an increase in revenues, as discussed above, partially offset by a
decrease in gross margin to 31.0% for the three months ended December 31, 1997
from 32.2% for the same period in 1996. The decrease in the gross margin was
primarily due to a retroactive price increase of approximately $400,000
collected from a major JIT customer in December 1996.

SELLING, GENERAL AND ADMINISTRATIVE--Selling, general and administrative
expenses, including compensation expense of stock options, increased $2.0
million, or 43.8%, to $6.4 million for the three month period ended December 31,
1997, compared to $4.4 million for the same period in 1996. The increase was
primarily due to increased personnel costs necessary to support the growth in
revenues, including $354,000 of compensation expense for the issuance of stock
options at a discount from the fair market value at the date of grant. Selling,
general and administrative expenses as a percentage of revenues were 15.0% for
the three month period ended December 31, 1997, compared to 14.4% for the same
period in 1996.

INTEREST EXPENSE--Interest expense decreased approximately $343,000, or
22.9%, to $1.2 million for the three months ended December 31, 1997, compared to
$1.5 million for the same period in 1996. The decrease in interest expense was
primarily due to lower debt levels resulting from positive cash flows from
operations and the conversion of a note payable to Common Stock on January 15,
1997.

NET INCOME--Net income increased $1.1 million, or 45.8%, to $3.5 million for
the three months ended December 31, 1997, compared to $2.4 million for the same
period in 1996. The increase in net income was primarily due to an increase in
revenues and a decrease in interest expense, partially offset by a decrease in
gross margin.

18
<PAGE>
THE COMPANY AND THE PREDECESSOR

THE COMPANY'S YEAR ENDED SEPTEMBER 30, 1997 COMPARED TO THE PREDECESSOR'S
PERIOD BEGINNING
JANUARY 1, 1996 AND ENDED SEPTEMBER 19, 1996.

REVENUES--Revenues increased $85.5 million, or 154.9%, to $140.7 million for
the year ended September 30, 1997, compared to $55.2 million for the
Predecessor's period ended September 19, 1996. The increase was primarily due to
the acquisition of Aviall Aerospace, the 1997 amount representing a full year of
operations and growth in customer demand resulting from increased commercial
aircraft build rates, as well as the expansion of SKUs sold under JIT agreements
with six of the Company's major customers resulting from their increased
acceptance of the Company's JIT services.

GROSS PROFIT--Gross profit increased $28.6 million, or 182.2%, to $44.3
million for the year ended September 30, 1997, compared to $15.7 million for the
Predecessor's period ended September 19, 1996. The increase was due primarily to
the increase in revenues, as discussed above. In addition, the gross margin
increased 3.1% to 31.5% for the year ended September 30, 1997, compared to 28.4%
for the Predecessor's period ended September 19, 1996. The increase was
primarily a result of a lower provision for excess and obsolete inventory during
1997 versus 1996, due to the Company's ability to better manage inventory
turnover and the general economic upturn in the aerospace industry, as well as a
retroactive price increase collected from a major JIT customer in December 1996
and a general improvement in pricing.

SELLING, GENERAL AND ADMINISTRATIVE--Selling, general and administrative
expenses increased $12.1 million, or 136.0%, to $21.0 million for the year ended
September 30, 1997, compared to $8.9 million for the Predecessor's period ended
September 19, 1996. The increase was primarily due to the acquisition of Aviall
Aerospace, the 1997 amount representing a full year of operations and growth in
revenues. Selling, general and administrative expenses as a percentage of
revenues decreased 1.1% to 15.0% for the year ended September 30, 1997, compared
to 16.1% for the period ended September 19, 1996, primarily due to overhead
efficiencies resulting from the acquisitions of the Predecessor and Aviall
Aerospace.

INTEREST EXPENSES--Interest expense increased $3.8 million, or 253.3%, to
$5.3 million for the year ended September 30, 1997, compared to $1.5 million for
the Predecessor's period ended September 19, 1996. The increase was primarily
due to the effect of the financing required to complete the acquisitions of the
Predecessor and Aviall Aerospace and the 1997 amount representing a full year of
operations. See "Liquidity and Capital Resources."

PROVISION FOR INCOME TAXES--The provision for income taxes for the year
ended September 30, 1997 increased $6.6 million over the Predecessor's period
ended September 19, 1996. This increase was due to the results of operations for
the period ended September 19, 1996 including only the operations of the
Predecessor, which elected to be treated under the provisions of Subchapter S of
the Internal Revenue Code of 1986, as amended. As a Subchapter S corporation,
the earnings of the Predecessor were taxable to the stockholders of the
Predecessor and, therefore, the Predecessor did not record a provision for
income taxes. During 1997, the Company was subject to corporate income taxes.

NET INCOME--Net income increased $6.3 million, or 118.9%, to $11.6 million
for the year ended September 30, 1997, compared to $5.3 million for the
Predecessor's period ended September 19, 1996. The increase was primarily due to
the acquisition of Aviall Aerospace, the 1997 amount representing a full year of
operations and the growth of revenues, offset by the effects of the Company
being subject to income taxes which were not applicable to the Predecessor as a
Subchapter S corporation.

19
<PAGE>
THE PREDECESSOR

PERIOD BEGINNING JANUARY 1, 1996 AND ENDED SEPTEMBER 19, 1996 COMPARED TO THE
YEAR ENDED DECEMBER 31, 1995.

REVENUES--Revenues decreased $10.4 million, or 15.9%, to $55.2 million for
the period ended September 19, 1996, compared to $65.6 million for the year
ended December 31, 1995. The decrease was primarily due to the 1995 revenue
amount representing a full year of operations. However, average daily sales
during the period ended September 19, 1996 increased by 17.2% over average daily
sales during the year ended December 31, 1995, primarily resulting from a growth
in demand resulting from increased commercial aircraft build rates, as well as
the expansion of SKUs sold under JIT agreements with three of the Company's
major customers resulting from their increased acceptance of the Company's JIT
services.

GROSS PROFIT--Gross profit decreased $3.1 million, or 16.5%, to $15.7
million for the period ended September 19, 1996, compared to $18.8 million for
the year ended December 31, 1995. The decrease in gross profit was primarily due
to the 1995 amount representing a full year of operations, partially offset by
the increase in average daily sales, as discussed above. Additionally, the gross
margin decreased 0.3% to 28.4% for the period ended September 19, 1996, compared
to 28.7% for the year ended December 31, 1995.

SELLING, GENERAL AND ADMINISTRATIVE--Selling, general and administrative
expenses decreased $3.6 million, or 28.8%, to $8.9 million for the period ended
September 19, 1996, compared to $12.5 million for the year ended December 31,
1995. The decrease was primarily due to the 1995 amount representing a full year
of operations. Selling, general and administrative expenses as a percentage of
revenues was 16.1% for the period ended September 19, 1996, compared to 19.0%
for the year ended December 31, 1995. The decrease was primarily due to the
increase in average daily sales, as discussed above, without a proportional
increase in selling, general and administrative expenses, due to operating
efficiencies realized by the Company.

INTEREST EXPENSE--Interest expense decreased approximately $739,000, or
32.1%, to $1.5 million for period ended September 19, 1996, compared to $2.3
million for the year ended December 31, 1995. The decrease was primarily due to
the 1995 amount representing a full year of interest expense.

NET INCOME--Net income increased $1.2 million, or 29.3%, to $5.3 million for
the period ended September 19, 1996, compared to $4.1 million for the year ended
December 31, 1995. The increase in net income was primarily due to the increase
in average daily sales without a proportional increase in selling, general and
administrative expense, as discussed above, partially offset by 1995
representing a full year of operations.

RESULTS OF OPERATIONS OF AVIALL AEROSPACE

The following table sets forth for the periods indicated the percentage of
revenues represented by certain items in the statements of operations of Aviall
Aerospace:

<TABLE>
<CAPTION>
YEAR PERIOD
ENDED ENDED
DECEMBER 31, SEPTEMBER 19,
1995 1996
------------ -------------
<S> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.................................................................. 100.0% 100.0%
Cost of goods sold........................................................ 77.3% 78.2%
------------ -------------
Gross profit.............................................................. 22.7% 21.8%
Selling, general and administrative....................................... 23.0% 20.5%
------------ -------------
Operating income (loss)................................................... (0.3%) 1.3%
------------ -------------
------------ -------------
</TABLE>

20
<PAGE>
PERIOD BEGINNING JANUARY 1, 1996 AND ENDED SEPTEMBER 19, 1996 COMPARED TO THE
YEAR ENDED DECEMBER 31, 1995

REVENUES--Revenues decreased $2.5 million, or 9.8%, to $23.1 million for the
period ended September 19, 1996, compared to $25.6 million for the year ended
December 31, 1995. The decrease was due to the 1995 revenue amount representing
a full year of operations. However, average daily sales during the period ended
September 19, 1996 increased by 25.6% over average daily sales during the year
ended December 31, 1995. This increase was primarily attributable to higher
sales under two of Aviall Aerospace's JIT agreements.

GROSS PROFIT--Gross profit decreased approximately $767,000, or 13.2%, to
$5.0 million for the period ended September 19, 1996, compared to $5.8 million
for the year ended December 31, 1995. The decrease in gross profit was primarily
due to the 1995 amount representing a full year of operations, partially offset
by the increase in average daily sales, as discussed above. Additionally, the
gross margin decreased 0.9% to 21.8% for the period ended September 19, 1996,
compared to 22.7% for the year ended December 31, 1995. The decrease in the
gross margin was primarily due to price increases for certain aerospace hardware
parts which were not passed on to customers.

SELLING, GENERAL AND ADMINISTRATIVE--Selling, general and administrative
expenses decreased $1.2 million, or 20.3%, to $4.7 million for the period ended
September 19, 1996, compared to $5.9 million for the year ended December 31,
1995. The decrease in expenses was primarily due to the 1995 amount representing
a full year of operations. Selling, general and administrative expenses as a
percentage of revenues was 20.5% for the period ended September 19, 1996,
compared to 23.0% for the year ended December 31, 1995. The decrease was
primarily due to the increase in average daily sales, as discussed above,
without a proportional increase in selling, general and administrative expenses.
Because Aviall Aerospace was an operating division of Aviall Services, Inc.
("Aviall Services") during the periods presented and was not accounted for as a
separate entity, the amounts for selling, general and administrative expenses
above include allocations of Aviall Service's corporate overhead to Aviall
Aerospace in the amounts of $1.2 million and $1.7 million for the periods ended
September 19, 1996 and the year ended December 31, 1995, respectively.

OPERATING INCOME (LOSS)--Operating income (loss) increased $387,000 to
$305,000 for the period ended September 19, 1996, compared to ($82,000) for the
year ended December 31, 1995. The increase in operating income was primarily due
to the increase in average daily sales without a proportional increase in
selling, general and administrative expenses, as discussed above.

LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity requirements consist primarily of working capital
needs, capital expenditures and scheduled payments of interest on its
indebtedness under the Credit Agreement referred to below. The Company's working
capital requirements have increased as a result of higher accounts receivable
and inventory levels needed to support its growth in revenues. The Company's
working capital was $78.5 million as of December 31, 1997.

In connection with the acquisitions of the Predecessor and Aviall Aerospace,
on September 19, 1996, the Company entered into a credit agreement with a
syndicate of lenders (as amended, the "Credit Agreement"). Simultaneously with
the execution of the Credit Agreement, the Company executed term notes (the
"Term Notes") in the aggregate amount of $50.0 million. The Term Notes require
quarterly interest payments based on a specified "Base Rate" or the Eurodollar
rate plus a spread and annual principal payments of $500,000 due September 1997
through 2002 with the remaining principal balance due September 30, 2003.

The Company also has a $30.0 million revolving credit facility (the
"Revolver") under the Credit Agreement. As of December 31, 1997, the Company had
borrowings of $3.0 million outstanding under the

21
<PAGE>
Revolver. Interest on borrowings under the Revolver is payable quarterly based
upon the Base Rate or the Eurodollar Rate plus a spread. The commitments under
the Revolver must be reduced by $15.0 million in September 2000 and 2001.

The Term Notes and Revolver provide for borrowings of up to $80.0 million of
which the Company had total borrowings of $65.5 million at April 24, 1998. The
Company's debt is collateralized by substantially all the assets of the Company
and its subsidiaries and is subject to certain financial covenants.

For the year ended September 30, 1997, net cash provided by operating
activities was $9.6 million. The cash flows from operations for fiscal 1997
consisted primarily of net income of $11.6 million and non-cash charges of $2.5
million, less changes in working capital items of $4.5 million.

The Company's capital expenditures were $1.0 million in fiscal 1997. In
1996, the Company also used $70.0 million in cash in connection with the
acquisitions of the Predecessor and Aviall Aerospace. The Company's net cash
used by financing activities in fiscal 1997 was $5.4 million, consisting
primarily of payments made on the Revolver.

The Company expects to spend approximately $3.0 million for capital
expenditures in fiscal 1998. These capital expenditures will relate principally
to computer system (both software and hardware) upgrades, conversion and
implementation costs. Additional costs related to the conversion and
implementation will be incurred throughout 1999 and are currently estimated to
be approximately $2.0 million.

The Company believes internally generated cash flow and amounts that may be
available under the Revolver will provide adequate funds to meet its working
capital needs, planned capital expenditures and debt service obligations.

YEAR 2000 COMPLIANCE

The Company has been evaluating its computer software programs and operating
systems to identify any as to which there may be a "Year 2000" issue and is
currently taking steps to modify or replace its systems that are not Year 2000
compliant. The so-called "Year 2000" issue is the result of computer programs
being written using two digits (rather than four) to define the applicable year,
resulting in incorrect calculations for the year 2000 and beyond. Based on
present information, the Company believes that it will be able to achieve such
Year 2000 compliance through a combination of modifications to some existing
programs and systems, and the replacement of other programs and systems.
Anticipated expenses to design and implement the modifications or replacement
systems are not expected to exceed $200,000 and will be incurred in fiscal 1998
and 1999.

EFFECTS OF INFLATION

The Company does not believe that inflation has had a significant impact on
its results of operations in recent years. However, there can be no assurance
that the Company's business will not be affected by inflation in the future.

NEW ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share," which the Company adopted in its first quarter fiscal 1998 financial
statements. This new standard establishes methods for computing and presenting
earnings per share ("EPS") and also simplifies the previous standards found in
APB Opinion No. 15, "Earnings Per Share." It requires dual presentation of basic
and diluted EPS on the Statements of Consolidated Operations. The adoption of
this standard did not have a significant impact on the Company's earnings per
share calculations.

22
<PAGE>
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," which is effective in fiscal year 1999. This new statement establishes
standards for reporting and displaying comprehensive income and its components
(revenues, expenses, gains, and losses) in a full set of general-purpose
financial statements. The statement requires that an enterprise (i) classify
items of other comprehensive income by their nature in a financial statement and
(ii) display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in capital in the equity section of a
statement of financial position. The Company does not expect the impact of this
new statement to have a material impact on its consolidated financial
statements.

In June 1997, the FASB also issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information," which is effective in fiscal year
1999. This new statement revises standards for public companies to report
information about segments of their business and also requires disclosure of
selected segment information in quarterly financial reports. The statement also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The Company has not yet determined the
impact this new statement may have on disclosures in its consolidated financial
statements.

RECENT RESULTS

On April 27, 1998, the Company reported its unaudited preliminary financial
results for the three-month and six-month periods ended March 31, 1998. For the
three-month period ended March 31, 1998, net income was $4.0 million, or $0.24
per basic share and $0.22 per diluted share, on revenue of $45.8 million,
compared with net income of $2.7 million, or $0.18 per basic and diluted share,
on revenue of $34.5 million for the three-month period ended March 31, 1997. For
the six-month period ended March 31, 1998, net income was $7.5 million, or $0.45
per basic share and $0.41 per diluted share, on revenue of $88.4 million,
compared with net income of $5.2 million, or $0.34 per basic and diluted share,
on revenue of $65.5 million for the six-month period ended March 31, 1997.

23
<PAGE>
INDUSTRY OVERVIEW

The aerospace hardware industry is highly fragmented and is comprised of a
large number of manufacturers and an even greater number of distributors. The
Company estimates the worldwide market for aerospace hardware to be
approximately $1.5 billion, which is divided into approximately $750 million of
direct sales by manufacturers and $750 million of sales by distributors. The
Company believes that the percentage of sales made by distributors directly to
end users has and will continue to increase. Although there are more than 100
manufacturers of aerospace hardware, the top 20 manufacturers represent a
substantial portion of aerospace hardware manufacturing sales. Many of these
manufacturers have experienced significant sales growth over the past two years
due largely to the growth in commercial aircraft build rates. The distribution
segment of the aerospace hardware industry is even more fragmented than the
manufacturing segment; however, the four largest distributors based on annual
sales (including the Company) account for a significant portion of total sales.

Distributors continue to play an increasingly important role in the
aerospace hardware industry due to supply and demand disruptions which
characterize the industry and are caused by (i) the high number of SKUs (in
excess of 250,000) required to manufacture and repair aircraft, (ii) the
economics of fastener manufacturing, which tend to favor long production runs
which allow for more efficient amortization of fixed set-up costs and (iii)
manufacturing inefficiencies (i.e., batch and queue processes). The high number
of SKUs makes forecasting an extremely complex task for end users who must
decide on the optimal quantity and timing of orders. It also requires end users
to invest heavily in personnel and systems to manage the constant flow of
products. Therefore, to meet their inventory needs, end users are required to
invest in costly infrastructures to procure and manage tens of thousands of SKUs
and millions of parts. The second and third factors cited above (long production
runs and manufacturing inefficiencies) create a divergence between the quantity
of aerospace hardware demanded by customers (based on forecasted usage) and the
quantity which must be produced by manufacturers to derive a profit. As a
result, end users experience both shortages of critical product and excess
supply of non-critical product.

The maintenance of the material management infrastructures cited above can
generate total processing costs which exceed the low per-unit cost of the part
itself. In addition, to minimize costly production stoppages caused by parts
shortages, end users have been forced to invest valuable working capital into
excess inventories. Aerospace hardware distributors act as a conduit to minimize
these potential supply chain disruptions by aggregating demand from a large
number of end users and sourcing hardware from multiple suppliers, thereby
smoothing the disparity in the supply and demand requirements of the
marketplace. As a result, the Company believes that breadth of supplier and
customer bases and, most importantly, access to reliable usage data which can be
used to forecast customer and supplier requirements are key competitive
advantages in the aerospace distribution marketplace.

24
<PAGE>
BUSINESS

GENERAL

Based on annual sales by the Company and its competitors in the aerospace
hardware industry, the Company is both a leading distributor of aerospace
hardware and a leading provider of customized inventory management services to
OEMs of aircraft and aircraft components, to commercial airlines and to MRO
facilities. While approximately 59% of the Company's revenues for fiscal 1997
were derived from conventional sales, a substantial and growing percentage of
the Company's revenues are derived from sales of aerospace hardware pursuant to
long-term JIT agreements under which TriStar performs a wide variety of
value-added services. For fiscal 1997, JIT revenues represented approximately
41% of the Company's total revenues. The Company's JIT services are provided
through comprehensive and flexible outsourcing programs under which the Company
provides some or all of the material management functions necessary to procure
and manage aerospace hardware for its customers. The Company derives income from
its JIT services principally through margins earned on products sold under its
JIT agreements. The Company believes that, through the Predecessor, it was a
pioneer of JIT services in the aerospace hardware industry and that today the
Company is a leading provider of inventory management services to this industry.
TriStar currently provides JIT services under long-term agreements to a number
of leading aerospace and aircraft-related companies including, among others,
Boeing (including former McDonnell Douglas and Rockwell International
facilities), Northrop Grumman, Bell Helicopter, Gulfstream, United Airlines,
British Airways and Federal Express. Through its JIT programs and conventional
sales, the Company processed over 950,000 transactions involving over 78,000
SKUs in fiscal 1997, resulting in over $140 million of sales to over 2,000
customers.

TriStar's JIT services are designed to provide solutions for its customers
by overcoming the inefficiencies inherent in the supply chain for aerospace
hardware. Under the terms of its JIT agreements, the Company's personnel,
processes and management information systems enable customers to outsource all
or a portion of the planning, purchasing, receiving, documentation, inspection,
storage, shipment, quality assurance and other functions associated with the
procurement and management of aerospace hardware. The Company's substantial
experience in developing and implementing JIT services enables it to create
programs specifically tailored to the needs of its customers. In many cases, the
Company assigns its own trained personnel to work on-site at the customer's
facilities. By outsourcing the procurement and management of aerospace hardware
to TriStar, the Company's customers can realize significant cost savings and
production efficiencies principally as a result of (i) the elimination of
process costs relating to the planning, purchasing and expediting of aerospace
hardware, (ii) a reduction in carrying costs, including labor, financing and
overhead charges, (iii) a reduction in parts shortages, which can lead to costly
production line stoppages and (iv) a reduction in product costs.

Recognizing the benefits that outsourcing could provide to end users of
aerospace hardware, in 1990 the Predecessor developed new sales efforts,
operating processes and systems to provide these services. By 1991 it had
secured its first JIT agreement with Rockwell International, and by the end of
1993 had secured JIT agreements with Grumman, Beech Aircraft and Gulfstream.
Today the Company has expanded its JIT programs to include 19 agreements with 10
companies servicing over 25 facilities in the United States, Canada, France and
England. In addition, JIT revenues have grown at a compound annual rate of 51.9%
from January 1, 1996 through September 30, 1997 to $57.6 million, representing
approximately 41% of the Company's total revenues for fiscal 1997. Strong growth
in the Company's JIT programs enabled it to

25
<PAGE>
increase revenues at a time when the aerospace industry was experiencing a
significant downturn in the early and mid-1990's. The Company believes that
OEMs, airlines and MRO facilities will continue to outsource their aerospace
hardware procurement and management needs in order to focus on their core
businesses and reduce costs. The Company believes that its status as a leading
provider of JIT services favorably positions it to benefit from this trend and
to increase its share of the aerospace hardware market.

COMPANY STRENGTHS

- LEADING PROVIDER OF JIT SERVICES. The Company's long-term JIT agreements
provide it with a number of competitive advantages. JIT programs provide
TriStar with growth opportunities which are not directly tied to aerospace
industry cycles. By expanding the products and services under existing JIT
agreements and establishing new JIT agreements, TriStar should be able to
increase its share of the aerospace hardware market even during cyclical
downturns in the aerospace industry. JIT programs enable TriStar to
aggregate purchases of hardware across multiple customers, thereby
reducing acquisition costs and improving margins. JIT programs provide
TriStar with reliable real-time data regarding the usage patterns of
aerospace hardware across a wide customer base since they typically
encompass all of the customer's purchases of a particular part. By
aggregating and analyzing this data, TriStar is better able to forecast
and manage its own aerospace hardware needs and those of its customers.
JIT programs typically result in the Company receiving additional
conventional sales opportunities due to its status as a preferred supplier
to the customer. In addition, JIT programs integrate the Company's
programs and systems with the operations of its customers. As a result,
management believes its customers would incur significant switching costs
and inconvenience in replacing the Company's programs and systems in the
event they were to engage another supplier.

- DATABASE OF HISTORICAL USAGE INFORMATION. TriStar has made significant
investments in information systems which have enabled the Company to
develop an in-depth database of its customers' historical usage patterns
relating to all of the aerospace hardware in the Company's inventory. This
database includes historical usage patterns for each of the Company's JIT
and conventional sales customers, as well as lists of acceptable
substitutes for each aerospace hardware part in its inventory according to
each customer's specifications. By continually analyzing this information,
the Company is able to gain insight into the likely future usage patterns
of each particular part it distributes. Accordingly, the database provides
TriStar with an important tool in managing its own inventory positions as
well as those of its customers. The Company believes that its accumulation
of historical information and its experience in managing inventories add
stability to its JIT customer base by providing a foundation of knowledge
unique to its customers and unmatched by its competitors.

- QUALITY ASSURANCE AND RELIABILITY. Management believes that one of the
key factors which has contributed to the Company's success and position
within its industry is its quality assurance program and its reputation
for reliability. The Company's quality assurance program includes physical
inspection of substantially all incoming shipments as well as electronic
storage of manufacturers' certifications. The Company scans all required
documentation received from manufacturers into its optical imaging system
which allows such documentation to be electronically retrieved for instant
traceability. In addition, the Company's processes and systems have been
designed to ensure the timely and consistent delivery of products and
services. These processes and systems have allowed the Company to
establish a reputation for reliability with its customers which has
contributed to its growth, particularly with respect to its JIT programs.

- SIGNIFICANT ECONOMIES OF SCALE RELATING TO SIZE. The Company maintains an
on-hand inventory of over 100,000 SKUs for its customers' diverse
aerospace hardware requirements. This inventory is supported by
sophisticated order processing, inventory management and reporting
systems. As one of the largest aerospace hardware distributors, TriStar
makes significant annual purchases of

26
<PAGE>
inventory on behalf of its many customers. As a result, the Company
believes that it is one of the largest customers of many of its suppliers,
allowing it to take advantage of price reductions associated with large
volume purchases. The Company believes that it is favorably positioned, as
customers are reducing the number of aerospace hardware suppliers to those
that are technologically sophisticated and well-capitalized and which can
provide full service and a broad range of products.

GROWTH STRATEGY

Management has identified the following strategies which it believes provide
specific opportunities for profitable growth:

- JIT SERVICES EXPANSION. The Company's strong growth has been generated
internally and has been due in large part to the success of its JIT
programs. The Company intends to continue to expand its JIT business by
increasing the number of SKUs, services and products offered and the
number of facilities covered under existing JIT agreements. In addition,
the Company has targeted additional JIT customers which include airlines,
air cargo companies, MRO facilities and smaller OEMs. For example, the
Company recently signed a five-year agreement to provide JIT services to
Federal Express.

- INCREASED AFTERMARKET PENETRATION. The Company intends to increase its
penetration of non-OEM segments of its marketplace, including the airline
and MRO facility segments, by (i) further expanding its product offerings
in response to the inventory needs of participants in these market
segments, (ii) continuing to tailor its JIT services to meet the specific
demands of these participants and (iii) increasing its sales and marketing
efforts to these participants. The Company has recently established an
airline marketing group to focus on increasing market penetration of that
sector.

- INTERNATIONAL EXPANSION. The Company plans to expand its presence and
increase its market penetration in Europe and Asia through expansion of
its product offerings to include additional European standard (i.e.,
Airbus) parts. The Company recently entered into a supply agreement with
Aerospatiale, a member of the Airbus consortium, and plans to establish
sales, JIT services and warehousing operations in France in the near
future. The Company anticipates that this recent supply agreement will
help to position the Company as a supplier of aerospace hardware to the
Airbus aftermarket and assist in attracting other European aerospace
customers. The Company also plans to pursue strategic alliances in the
Pacific Rim and Asia.

- SUPPLY CHAIN MANAGEMENT. The Company acts as a conduit between its
customers and suppliers to minimize imbalances in the supply and demand of
aerospace hardware. The Company's database of its customers' historical
usage patterns, including the types and quantities of aerospace hardware
used and the timing of purchases, is a valuable asset which the Company
utilizes to forecast aggregate and customer specific demand. The Company
has long-standing relationships with its key suppliers and believes that
an opportunity exists to achieve greater efficiency in the aerospace
hardware supply chain through the establishment of long-term agreements
with suppliers. By utilizing its historical database to provide
manufacturers with demand forecasts, the Company believes it can alleviate
a portion of the supply chain disruptions usually associated with the
cyclicality of the aerospace industry, which have adversely affected the
Company's customers and suppliers in the past.

- STRATEGIC ACQUISITIONS. The aerospace hardware distribution industry is
comprised of a small number of large companies, such as TriStar, and
numerous small, local and regional businesses. The Company believes that
opportunities exist to consolidate the aerospace hardware industry through
strategic acquisitions. In addition, the Company believes that the
acquisition of certain of its

27
<PAGE>
competitors would enable it to broaden its product line and enter new
and/or under-penetrated markets.

AEROSPACE HARDWARE DISTRIBUTION SERVICES

The Company's business can be separated into two broad categories: JIT
services and conventional sales, as discussed below.

JIT SERVICES

Under the terms of its JIT agreements, the Company's personnel, processes
and management information systems enable customers to outsource all or a
portion of the planning, purchasing, receiving, documentation, inspection,
storage, shipment and quality assurance functions associated with the
procurement and management of aerospace hardware. The Company's substantial
experience in developing and implementing JIT services enables it to create
programs specifically tailored to the needs of its customers. In many cases, the
Company assigns its own trained personnel to work on-site at the customer's
facilities to place orders, monitor inventory bins and manage receipts. Under a
typical JIT program, TriStar first analyzes the historical and projected usage
patterns of the aerospace hardware parts included in the JIT agreement. The
Company then establishes bar-coded inventory bins at the customer's
manufacturing facility located at strategic points along the production line. If
needed, the Company will establish a forward stocking location ("FSL") near the
customer's manufacturing facility which is stocked with the required aerospace
hardware. TriStar representatives inspect the floor bins on a regular basis and
scan those bins requiring replenishment using bar-code technology. This
information is transferred via electronic data interchange to the Company's
management information systems to determine restocking needs, update usage
rates, assess adequacy of available stocks and calculate optimal reorder points.
The Company's systems then create a replenishment order at the customer's FSL
that results in delivery of the needed product to the customer's bins, usually
within one working day. JIT agreements are either fixed price or fixed mark-up
agreements and typically have a term of between three and five years. The
Company derives income from its JIT services principally through margins earned
on products sold under its JIT agreements. The Company's JIT sales were $57.6
million in fiscal 1997 or approximately 41% of total sales.

CONVENTIONAL SALES

Conventional sales consist of providing customers with high-quality
aerospace hardware at reasonable prices on an as-ordered basis. TriStar
typically receives thousands of bid requests each month from large and small
OEMs, airlines and MRO facilities. The key competitive factors which have an
impact on conventional sales are: (i) availability of inventory, (ii) price and
(iii) reputation for quality and reliability. Demand for conventional sales is
generated by the inability of hardware manufacturers to quickly respond to
changing customer demand due to their own capacity constraints and pricing
strategies. Specifically, many manufacturers require long lead times (typically,
8-52 weeks) to provide products, even though the actual required production time
is much shorter, due to queuing requirements and capacity issues. In addition,
many manufacturers enforce minimum order quantities and set prices based on
volume of purchases due to the efficiencies associated with long production
runs. Therefore, unplanned demand or a long-term requirement for low volumes of
a specific part make it advantageous for customers to purchase through
distributors. The Company's strategically located facilities and the quality of
its customer usage information are key competitive advantages in the
conventional sales market. These strengths allow the Company to place
significant orders for products at advantageous prices and schedule deliveries
to correspond with market demand. As a result, the Company can provide its
customers with aerospace hardware on an as-ordered basis at prices generally
below what they would pay by ordering small quantities directly from
manufacturers. The Company's conventional sales were $83.1 million in fiscal
1997, or approximately 59% of total sales.

28
<PAGE>
OPERATIONS

TriStar's JIT services and conventional sales require the Company to
routinely execute over 2,500 transactions daily involving the receipt and
shipment of products. In addition, the Company provides demand forecasting,
purchasing, quality assurance and, when applicable, documentation services on
all parts received for its customers. The Company's processes and functions are
described below:

FORECASTING AND PURCHASING

The Company's management information systems allow it to forecast estimated
future demand for all of the aerospace hardware items in its inventory by
analyzing a variety of inputs, including, among other things, historical usage,
the number of acceptable substitutes and the variability of historical demand
for each part number. The key to the Company's ability to accurately forecast
future usage is the database of historical information it maintains on every
item it distributes.

Usage forecasts are reviewed automatically by the Company's systems on a
daily basis and compared with the in-stock availability of each part, as well as
applicable manufacturer lead times and customer minimum stock requirements to
determine the timing of optimal reorder quantities. When required, the system
generates an order slip which is delivered to the Company's material managers
who have long-standing relationships with key manufacturers. Each material
manager is responsible for specific product groups. Following the receipt of
system-generated purchase order documents, the appropriate material manager
conducts an independent review to verify the need for additional products.
Specifically, each part is assigned a three-letter code which indicates the
number of customers for that part over the last 12 months (an indicator of
liquidity) and its degree of profitability. These liquidity and profitability
codes allow the material managers to focus on the fastest turning, highest
margin products. The material management group consisted of 31 employees on
March 28, 1998.

INSPECTION AND QUALITY ASSURANCE

The Company's quality assurance group inspects substantially all shipments
upon receipt by the Company. Initial inspection involves count and dimension
validation, and review of manufacturers' certifications and required test
results, to ensure that the correct part number and quantities have been
received and that all required test results and verifications have been
provided. In addition, a statistical sample of the shipment is physically
inspected to assure no damage to the parts is evident and that the physical
attributes (i.e., dimensions, finish, etc.) comply with specifications. Any
parts not adhering to required standards are rejected, segregated and returned
to the supplier.

The Company has been C.A.S.E. registered and awarded Qualified Suppliers
List status by the U.S. Department of Defense. In addition, the Company is
working to achieve ISO 9000 certification. TriStar is certified as a qualified
supplier by Boeing, Aerospatiale, Lockheed, Northrop Grumman, Bell Helicopter
and others.

TriStar employed 33 inspectors in its quality assurance group as of March
28, 1998. Each inspector is required to complete an education program that was
designed by the Company and the Tulsa Technology Center specifically for TriStar
employees. The program teaches blueprint reading, metrology and quality
assurance principles.

DOCUMENTATION

Once an incoming lot has passed the Company's quality inspection, the
manufacturer's name, certifications, test reports and other information required
to assure source-to-customer traceability are scanned into an optical imaging
system and stored in the Company's computer system. This system also provides a
record of TriStar's compliance with contractual quality assurance obligations to
its customers. In addition, a unique bar-coded label is affixed to each
container in the lot linking it to a specific receipt, part and lot number in
inventory to ensure accessibility of all data related to that lot. These
computerized, fully integrated inventory functions permit source-to-customer
tracking by lot control number and manufacturer on all products sold. To ensure
proper safekeeping of traceability data, the original received documentation, as
well as backup copies on CD ROM digital imaging disks, are maintained off-site.

29
<PAGE>
ORDER ENTRY AND FULFILLMENT

On-hand inventory is maintained in a system of warehouses which include two
central distribution facilities ("CDFs"), which also function as FSLs, and eight
additional FSLs. This inventory is backed up by parts on order with suppliers in
quantities and on delivery schedules established to meet planned stocking and
consumption levels. A logistics plan is recalculated every night and
requirements for new buys, transfers and expedited deliveries are presented to
the Company's operations department daily.

Personnel at the CDFs (i) receive and inspect all incoming shipments and
review and store required documentation, (ii) process (i.e., pick, pack and
ship) all conventional sales orders (approximately 1,300 daily) and (iii)
process all FSL replenishment requirements. The FSL replenishment process
ensures that only customer-qualified (as to manufacturer, revision level, type
of documents needed, alternate part numbers, etc.) stock gets placed in the
FSLs, thereby avoiding any need for inspection at the FSLs. FSLs usually are
located in close proximity to the supported customer and contain only those
items used by that customer. The FSLs process (i.e., pick, pack and ship) all
JIT sales orders (approximately 1,500 daily).

Returns of products distributed by the Company have historically been
immaterial. Generally, it is the Company's policy to charge a customer returning
a product a fee based upon a percentage of the sales price of the returned
product if the product is infrequently stocked and distributed by the Company.
If the returned product is frequently stocked and distributed by the Company,
the Company generally issues a full refund to the customer.

JIT SERVICES

Through its JIT services, the Company is able to replicate every aspect of
the supply chain for aerospace hardware and to manage the movement of products
from the manufacturer's shipping dock to the bins on the customer's factory
floor.

- Orders are received electronically via bar code scanning,
computer-to-computer interface with the customer ordering system, other
electronic commerce networks and direct customer manual input into the
TriStar system.

- As orders are received, they are batch processed, picked, packed and
shipped by the FSL, usually within one working day. The FSL order
processing system documents stocks available at the FSL, creates data
files needed to invoice the customer, records all data needed to maintain
traceability of the items delivered, provides waybill and shipping data
and updates all consumption data for planning and historical tracking
purposes.

- Quantities to be delivered in response to each order for an item are
calculated frequently based upon customer consumption and reorder
frequency to develop cost-effective delivery solutions. This, in turn,
affects the overall FSL stock and replenishment plan.

- As an FSL reaches a predetermined minimum stocking level, the CDF
automatically receives an order to replenish the FSL. That order
identifies not only the specific quantity needed but also the specific
stock at the CDF that is approved by the customer as to manufacturer,
revision level and documentation, including alternate part numbers that
may be used to fulfill such customer requirements.

CONVENTIONAL SALES

Through its conventional sales, the Company provides its customers with
high-quality aerospace hardware at reasonable prices on an as-ordered basis.

- Orders are received from customers either as a result of specific
contracts that establish prices for groups of products, or as a result of
having provided price and delivery data based upon a request for quotation
from the customer.

- On receipt of an order, a sales representative checks for stock
availability. If stock is available, the order is entered to a CDF
creating a picking request within seconds from the time it is entered. The
picking request contains all data needed to fulfill the order, including
customer quality requirements, pricing, packaging and shipping
instructions. Routine orders are usually shipped within two working days.
Priority orders received before noon are usually shipped the same day.
Rush orders

30
<PAGE>
are usually ready for shipment within two hours. A label is generated and
attached to each outgoing package which contains all data needed to
maintain traceability.

- If stock is not immediately available, the sales representative informs
the customer and provides the estimated delivery date. At the customer's
request, a sale order is entered creating a "buy" requirement that is
received and executed by the Company's purchasing department, typically
within one working day.

- Orders may be scheduled that are held for picking until the date required
by the customer. On, but not before the date specified, the system
generates the required picking request.

- Receipts of stock at the CDF trigger an automatic search for open customer
and FSL replenishment requirements, grouping incoming items into "Routine"
and "Expedite" categories. As stock is accepted by the inspection process,
picking requests are automatically generated to rapidly move inventory
from the dock through order fulfillment or FSL replenishment.

SALES AND MARKETING

JIT SERVICES

The Company's JIT marketing and contract group consists of national account
executives and regional business development representatives, assisted by
planners who are product sourcing, pricing, and implementation specialists. This
group, as well as individual local sales representatives, identify opportunities
to provide contractual sales or JIT services. Additionally, customers will
solicit proposals for JIT services through which they specify the services to be
contracted and the products to be delivered. Upon identification of a JIT
opportunity, the Company prepares a tailored presentation of its JIT systems,
potential cost benefit analysis and service level analysis which is typically
given to senior management members of the customers' materials, purchasing,
quality, finance and management information systems departments. The Company
then performs an evaluation of the customer's facility, which includes
documentation of appropriate levels of systems and processes. This evaluation
also includes production floor bin mapping to identify the required locations
and estimated usage patterns of individual aerospace hardware parts. The Company
then develops a proposal which sets forth products and services to be provided
and pricing, taking into account consumption levels, frequency of delivery and
minimum stock requirements. In addition to the proposal, the Company provides an
impact analysis of the potential savings as a result of adoption of the
proposal.

CONVENTIONAL SALES

The Company's conventional sales utilize a traditional organization made up
of 98 sales personnel, as of March 28, 1998, divided into four geographical
regions encompassing 11 offices, each with its own sales manager. Within
regions, individual sales personnel are assigned smaller territories and are
responsible for the customers in their areas. In addition to calling on
customers, these sales personnel respond daily to customer requests by quoting
prices, placing product orders and suggesting acceptable substitutes. In
addition, some of these sales personnel have been designated as key account
representatives for the Company's largest customers and are responsible for
identifying new sales opportunities and for addressing customer issues.

CUSTOMERS

The Company has over 2,000 customers, which include OEMs of aircraft and
aircraft components, commercial airlines and MRO facilities. During fiscal 1997,
the Company's top ten customers accounted for approximately 59.3% of total
sales, with Boeing (including former McDonnell Douglas and Rockwell
International facilities) and Northrop Grumman accounting for approximately
24.8% and 11.7% of total sales, respectively.

MANAGEMENT INFORMATION SYSTEMS

The Company's management information systems provide for automation of all
order management, demand forecasting, inventory management, purchasing, pricing,
billing and accounts payable functions. The Company's electronic data scanning
and optical imaging systems provide accurate and rapid retrieval

31
<PAGE>
of inventory traceability documents required by the Company's customers in order
for them to comply with applicable regulations. The Company's systems routinely
process over 2,500 transactions per day, allowing the Company to provide
relatively short order-to-delivery cycle times. Management believes speed and
accuracy are critical in the highly competitive aerospace hardware distribution
industry. In addition, approximately 68% of the orders received from the
Company's customers are transmitted electronically.

The Company believes electronic commerce conducted over the Internet will
grow in importance in the future and is developing its own interactive web site
(tristar-aero.com) and an Intranet. The Company intends to make electronic
product catalogs available both over the Internet and in CD-ROM versions.
Management plans to continue to invest in technology to improve the quality,
reliability and cost-effectiveness of its operations.

PRODUCTS

TriStar stocks a wide variety of aerospace hardware ranging from small,
commodity hardware items such as washers and pins to larger, structural
fasteners and close-tolerance engineered fastening systems used throughout an
aircraft and its undercarriage. These products require sophisticated technology
and extensive testing to assure that they can endure the high speed stress loads
of the aircraft. The Company's major products include:

- High strength structural bolts and nuts.

- High strength/heat resistant engine bolts and nuts made from specialty
materials.

- Screws and nut plates.

- Rivets (solid and blind).

- Specialty fasteners.

- Other products, including bearings, valves and safety hardware.

The Company typically stocks approximately 100,000 SKUs to support its
customers' diverse aerospace hardware requirements.

SUPPLIERS

TriStar purchases fastener products from a variety of manufacturers and is
an Authorized Distributor for over 65 suppliers, including Fairchild, Huck,
Kaynar, SPS and Hi-Shear. TriStar believes it is one of the largest customers of
most of these manufacturers. The Company's top 10 suppliers accounted for $59.7
million of TriStar's purchases in fiscal 1997, representing approximately 62.5%
of total purchases of $95.5 million.

COMPETITION

The aerospace hardware industry is fragmented, with numerous companies which
manufacture and/or distribute fasteners, fastening systems and related
components that compete with the products the Company distributes. Competition
is generally based on product quality, including documentation, availability of
inventory, reliability and price. Certain of these competitors have greater
financial and other resources than the Company.

EMPLOYEES

As of March 28, 1998, the Company employed 409 full-time employees. The
Company is not a party to any collective bargaining agreements and management
considers its employee relations to be good. None of the Company's employees is
subject to a collective bargaining agreement. However, on March 25, 1998, the
Company received a notice from the National Labor Relations Board in connection
with a petition filed by a union organizer seeking a vote of the Company's
warehouse employees for the Transport Workers Union of America to organize and
represent such employees for collective bargaining purposes.

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<PAGE>
PROPERTIES

The Company's executive offices are located in Dallas, Texas. The Company
considers its properties to be well-maintained and adequate for its current
operations. All of the Company's properties are leased.

The following table identifies the principal properties utilized by the
Company.

<TABLE>
<CAPTION>
SQUARE EXPIRATION
FACILITY DESCRIPTION LOCATION FOOTAGE DATE
- --------------------------------------------------------- ----------------------------- --------- ------------
<S> <C> <C> <C>
Corporate Headquarters and Central Warehouse............. Dallas, TX 77,554 9-30-1999
Sales Office and Central Warehouse....................... Tulsa, OK 53,588 8-31-2000
Sales Office and Warehouse............................... Deerfield Beach, FL 20,520 12-31-1999
Sales Office and Warehouse............................... Long Beach, CA 19,878 4-30-2000
Warehouse................................................ Bridgeton, MO 16,500 2-29-2000
Warehouse................................................ Augusta, KS 10,000 5-12-1998
Sales Office and Warehouse............................... Mississauga, Ontario 7,871 4-30-1998
Sales Office and Warehouse............................... Lachine, Quebec 4,268 7-31-1998
Sales Office and Warehouse............................... London, England 3,906 12-31-2010
Sales Office and Warehouse............................... Macon, GA 3,750 3-31-2001
Sales Office............................................. Auburn, WA 2,640 4-30-2002
Sales Office............................................. Fort Worth, TX 2,250 3-31-2000
Sales Office............................................. Sherman Oaks, CA 1,776 10-15-2003
Sales Office............................................. Cornwall, NY 1,300 2-2-2000
</TABLE>

PRODUCT LIABILITY AND LEGAL PROCEEDINGS

The Company currently provides no express warranties as to the performance
of the products it distributes pursuant to its conventional sales. Although the
Company's JIT agreements typically provide express warranties that the products
sold thereunder are free from defects, comply with applicable specifications and
are fit for the use intended, the Company has not, to date, experienced material
claims with respect to such warranties. However, the nature of the Company's
business exposes it to possible claims for personal injury or death which may
result from a failure of aerospace hardware distributed by it. The Company
maintains what it believes is adequate product liability insurance to protect it
from such claims. See "Risk Factors--Product Liability; Claims Exposure."

On April 9, 1998, Textron Aerospace Fasteners ("TAF"), a division of
Textron, Inc., which currently is not a supplier to the Company, filed a
complaint in the United States District Court for the Western District of
Tennessee alleging that the Company has improperly used certain trademarks held
by TAF in the sale of products to certain of the Company's customers. The
complaint does not state an amount in damages which TAF seeks to recover. The
Company believes that it has not improperly used TAF's trademarks as alleged by
TAF and is currently engaged in discussions with TAF to resolve this matter. The
Company can give no assurance that it will be able to resolve this matter on
terms acceptable to the Company or that lengthy litigation proceedings will not
result from this matter.

Subject to the foregoing paragraph, the Company is not presently involved in
any material legal proceedings. From time to time the Company may be named as a
defendant in suits for product defects, breach of implied warranty of
merchantability, or other actions relating to products which it distributes
which are manufactured by others. The Company believes that this exposure is
adequately covered by its product liability insurance and/or third party
indemnification.

33
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table and biographies set forth information concerning those
individuals who are currently serving as members of the Board of Directors or as
executive officers of the Company.

<TABLE>
<CAPTION>
NAME AGE* PRINCIPAL POSITIONS WITH THE COMPANY
- ----------------------------------------------------- ----- ----------------------------------------------------
<S> <C> <C>
Stephen Berger....................................... 58 Chairman of the Board of Directors
Quentin Bourjeaurd................................... 40 Director, President and Chief Executive Officer
Charles Balchunas.................................... 53 Director, Executive Vice President and Chief
Operating Officer
Douglas E. Childress................................. 40 Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
Louis F. Partenza.................................... 40 Senior Vice President, Sales and Marketing
John R. King, Jr..................................... 49 Vice President, Information Technology
Richard P. Small..................................... 68 Vice Chairman of the Board of Directors
Muzzafar Mirza....................................... 40 Director
William Hopkins...................................... 34 Director
Brian E. Barents..................................... 54 Director Nominee
Cindy B. Brown....................................... 40 Director Nominee
</TABLE>

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

* As of December 31, 1997

STEPHEN BERGER has served as Chairman of the Board of Directors of the
Company since the Company's formation in 1996. Mr. Berger is a member of Odyssey
Investment Partners, LLC, a private investment firm, and is also a general
partner of Odyssey. From 1990 to 1993 Mr. Berger was employed by GE Capital
Corp. where he served as Chairman and CEO of FGIC and subsequently was an
Executive Vice President of GE Capital Corp.

QUENTIN BOURJEAURD has served on the Board of Directors of the Company since
September 19, 1996. Mr. Bourjeaurd has served as President of the Company since
September 19, 1996 and as the Chief Executive Officer of the Company since
December 2, 1996. From June 1993 to September 19, 1996, Mr. Bourjeaurd was the
Vice President and General Manager of Aviall Aerospace, then a business unit of
Aviall Services, Inc. Mr. Bourjeaurd formed Bourjeaurd Specialty Products, Inc.
in June 1983 and was the President and sole stockholder of such company until
its acquisition by Aviall Services, Inc. in June 1993.

CHARLES BALCHUNAS has served on the Board of Directors of the Company and as
Executive Vice President and Chief Operating Officer of the Company since
September 19, 1996. Mr. Balchunas joined the Predecessor in August 1990 as a
customer service manager, subsequently becoming the Executive Vice President and
Chief Operating Officer of the Predecessor. Prior to joining the Predecessor,
Mr. Balchunas served as a Lieutenant Colonel with the United States Marine
Corps. During his 22 years of service with the Marine Corps, Mr. Balchunas
gained extensive experience in aviation, aviation maintenance and logistics
systems management as an aircraft maintenance manager, an airfield operations
manager and the Commanding Officer, Headquarters of the Marine Corps Air Station
in Iwakuni, Japan.

DOUGLAS E. CHILDRESS joined the Company as the Vice President-Finance and
Treasurer on August 29, 1997 and became an Executive Vice President, the Chief
Financial Officer and the Secretary of the Company on January 15, 1998. Prior to
joining the Company, Mr. Childress served as the Director of Accounting,
Consulting and Evaluation Services of Interstate Battery System of America from
October 1994 to August 1997 and as an Audit and Consulting Manager with the KL
Real Estate Group of Ernst & Young from July 1993 to October 1994. Mr. Childress
co-founded the consulting firm Worldwide Holdings Corporation in 1990 prior to
which time he had been employed as an audit manager with Ernst & Young. Mr.
Childress is a certified public accountant and an accredited member of the
American Society of Appraisers.

LOUIS F. PARTENZA has served as the Senior Vice President, Sales and
Marketing of the Company since March 31, 1997. Prior to joining the Company, Mr.
Partenza was the Senior Vice President of Sales, Marketing and Purchasing with
Solair, Inc., a subsidiary of Banner Aerospace, Inc., which he joined in May
1995. From June 1991 to May 1995, Mr. Partenza was employed in the Accessory
Services division of

34
<PAGE>
UNC, Inc., starting as a General Manager and subsequently becoming Vice
President of Sales and Marketing. From 1986 to June 1991, Mr. Partenza was a
General Manager and Vice President of Finance with Barocas Aircraft Parts prior
to which time Mr. Partenza had worked as an auditor since 1981 with Coopers &
Lybrand and Deloitte & Touche.

JOHN R. KING, JR. has served as the Company's Vice President, Information
Technology since April 7, 1997. Prior to joining the Company, Mr. King had
served as the Vice President of Operations of FFSC Inc. (formerly Fitz & Floyd)
since 1987. In such capacity Mr. King oversaw approximately 350 employees with
the FFSC Inc.'s MIS, Inventory Control, Warehouse and Distribution, Customer
Service and Retail department reporting to him. From 1984 to 1987 Mr. King was
the Vice President of Systems Applications with Benton Schneider & Associates, a
software and consulting firm. Mr. King is certified in production and inventory
management by the American Production and Inventory Control Society.

RICHARD P. SMALL has served as the Vice Chairman of the Board of Directors
of the Company since September 19, 1996. Prior to that date, Mr. Small had been
the controlling shareholder, Chairman of the Board, and Chief Executive Officer
of the Predecessor since 1984.

MUZZAFAR MIRZA has served on the Board of Directors of the Company since the
Company's formation in 1996. Mr. Mirza is a member of Odyssey Investment
Partners, LLC and has been a principal in the private equity investing group of
Odyssey since 1993. From 1988 to 1993, Mr. Mirza was employed by the merchant
banking group of GE Capital Corp.

WILLIAM HOPKINS has served on the Board of Directors of the Company since
October 3, 1996. Mr. Hopkins is a member of Odyssey Investment Partners, LLC and
has been a principal in the private equity investing group of Odyssey since
1994. Prior to joining Odyssey, Mr. Hopkins was a member of the merchant banking
group of GE Capital Corp. Mr. Hopkins began his financial career as a corporate
lending officer with the Wells Fargo Bank.

BRIAN E. BARENTS has agreed to serve on the Board of Directors of the
Company upon consummation of the Offering. Mr. Barents has been President and
Chief Executive Officer of Galaxy Aerospace since 1996. From 1990 to 1996, Mr.
Barents was the President and Chief Executive Officer of Learjet Inc.

CINDY B. BROWN has agreed to serve on the Board of Directors of the Company
upon consummation of the Offering. Ms. Brown has been Senior Vice
President--Finance of Blockbuster Entertainment Group since 1997. From 1980 to
1997, Ms. Brown was employed by Dr. Pepper/Seven-Up North America where she
served in several capacities, including Director--Treasury and Strategic
Planning and Vice President-- Information Services.

COMPOSITION OF THE COMPANY'S BOARD OF DIRECTORS AFTER THE OFFERING

Upon or shortly before the Offering, the Board of Directors of the Company
will be divided into three classes, each having members who will serve for a
staggered three-year term. Messrs. Hopkins and Small will initially serve in the
class whose term expires in 1999, Messrs. Mirza and Balchunas will initially
serve in the class whose term expires in 2000 and Messrs. Berger and Bourjeaurd
will initially serve in the class whose term expires in 2001. As soon as
practicable after the Offering, each of Messrs. Berger, Mirza, Hopkins and Small
will resign from the Company's Board of Directors. The Company anticipates that,
upon or shortly after consummation of the Offering, Mr. Bourjeaurd will become
the Chairman of the Board of Directors and Mr. Childress will be elected to the
Board of Directors to replace Mr. Small. In addition, the Company anticipates
that the Board of Directors will elect three outside directors to the Board to
replace Messrs. Berger, Mirza and Hopkins, each of whom will resign upon the
election of his successor. As of the date of this Prospectus, the Company has
identified Mr. Barents and Ms. Brown, and Mr. Barents and Ms. Brown have agreed,
to serve as directors after consummation of the Offering. Mr. Barents and Ms.
Brown will replace Messrs. Berger and Hopkins. The Company is currently engaged
in a search for another individual not presently associated with the Company to
replace Mr. Mirza. However, the Company may not be able to complete its search
until after the Offering. Mr. Mirza presently intends to remain on the Board of
Directors until his successor has been identified and has agreed to serve as a
director.

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<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has a Compensation Committee that until the
consummation of the Offering will continue to be comprised of Messrs. Berger,
Mirza and Hopkins. There are no Compensation Committee interlocks which are
required to be disclosed by the rules promulgated under the Securities Act. The
Board of Directors intends to establish an Audit Committee effective upon
closing of this Offering. The Audit Committee will recommend the independent
accountants to be appointed by the Board of Directors to audit the financial
statements of the Company, which includes an inspection of the books and
accounts of the Company, and will review with such accountants the scope of
their audit and their report thereon, including any questions and
recommendations that may arise relating to such audit and report or the
Company's internal accounting and auditing procedures.

DIRECTOR COMPENSATION

Members of the Board of Directors currently receive no compensation for
services rendered in their capacity as such other than reimbursement for
out-of-pocket expenses incurred in connection with their attendance at meetings
or otherwise in their capacity as a director.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation of
the Chief Executive Officer of the Company and each of the other executive
officers of the Company receiving over $100,000 in compensation during fiscal
1997 (the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------
---------------------------------------------------- SECURITIES
OTHER ANNUAL ALL OTHER UNDERLYING
SALARY BONUS COMPENSATION COMPENSATION OPTIONS
NAME AND PRINCIPAL POSITION ($) ($) ($) ($)(1) (#)
- ---------------------------------------------- --------- --------- ------------- --------------- -------------

<S> <C> <C> <C> <C> <C>
Quentin Bourjeaurd............................ 202,706 350 -- 1,256 1,853,340
President and Chief Executive Officer

Charles Balchunas............................. 161,927 100,350 16,215(2) 3,569 723,325
Executive Vice President and Chief Operating
Officer

G. Bruce McInnis(3)........................... 133,846 100,350 66,935(2) 525 723,325
Assistant to the Chairman

Louis F. Partenza............................. 70,000 50,250 46,650(2) 221 158,000
Senior Vice President, Sales and Marketing
</TABLE>

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

(1) Represents (i) amounts paid for term life insurance premiums on behalf of
Messrs. Bourjeaurd, Balchunas, McInnis and Partenza in the amounts of $526,
$329, $525 and $221, respectively, (ii) amounts paid for whole life
insurance premiums on behalf of Mr. Balchunas in the amount of $677 and
(iii) contributions to the Company's 401(k) plan on behalf of Mr. Bourjeaurd
and Mr. Balchunas in the amounts of $730 and $2,563, respectively.

(2) Represents reimbursement of expenses incurred by Messrs. Balchunas, McInnis
and Partenza in relocating to Dallas, Texas in connection with their
commencement of employment with the Company in fiscal 1997.

(3) During fiscal 1997, Mr. McInnis served as the Chief Financial Officer and
Executive Vice President-- Administration of the Company. As of January 15,
1998, Mr. McInnis resigned from such positions to become Assistant to the
Chairman of the Board of Directors of the Company.

36
<PAGE>
The following table sets forth information concerning stock option grants
made to each of the Named Executive Officers during fiscal 1997:

OPTION GRANTS IN FISCAL 1997

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
------------------------------- AT ASSUMED ANNUAL RATES OF
NUMBER OF PERCENT OF STOCK PRICE APPRECIATION
SECURITIES TOTAL OPTIONS FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE EXPIRATION --------------------------
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- ------------------------------- -------------- --------------- ----------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Quentin Bourjeaurd............. 1,853,340(2) 48.68 1.47 9/18/06 1,705,073 4,336,816
Charles Balchunas.............. 361,505(3) 9.50 1.47 9/18/06 332,585 845,922
72,364(4) 1.90 2.91 9/18/06 (37,629) 65,128
72,364(5) 1.90 5.09 9/18/06 (195,383) (92,626)
72,364(6) 1.90 7.34 9/18/06 (358,202) (255,445)
72,364(7) 1.90 9.93 9/18/06 (545,625) (442,868)
72,364(8) 1.90 12.75 9/18/06 (749,691) (646,934)
G. Bruce McInnis............... 361,505(3) 9.50 1.47 9/18/06 321,739 806,156
72,364(4) 1.90 2.91 9/18/06 (39,800) 57,168
72,364(5) 1.90 5.09 9/18/06 (197,554) (100,586)
72,364(6) 1.90 7.34 9/18/06 (360,373) (263,405)
72,364(7) 1.90 9.93 9/18/06 (547,795) (450,828)
72,364(8) 1.90 12.75 9/18/06 (751,862) (654,894)
Louis F. Partenza.............. 79,000(9) 2.08 1.47 9/18/06 67,940 169,850
15,800(4) 0.42 2.91 9/18/06 (9,164) 11,218
15,800(5) 0.42 5.09 9/18/06 (43,608) (23,226)
15,800(6) 0.42 7.34 9/18/06 (79,158) (58,776)
15,800(7) 0.42 9.93 9/18/06 (120,080) (99,698)
15,800(8) 0.42 12.75 9/18/06 (164,636) (144,254)
</TABLE>

Under the terms of the grant letters relating to the options, options which
are not exercisable at the date of grant become "available" in the Company's
fiscal years 1997 through 2001 depending on satisfaction by the Company of
certain performance targets. Once "available," 25% of such options may be
exercised immediately with 25% of the remaining options becoming exercisable at
the end of each of the next three fiscal years. The availability and
exercisability of the options are subject to acceleration in certain
circumstances. As a result of the Offering, all of the options which are
"available" prior to the Offering will become immediately exercisable. In
addition, 80% of the options eligible to become "available" in fiscal years
ending subsequent to the Offering will become immediately exercisable as a
result of the Offering. The options which are not accelerated as described in
the foregoing sentence will terminate upon consummation of the Offering. See
"Management--Stock Option Plans--1996 Stock Option Plan."

Although Messrs. Bourjeaurd and Balchunas were granted options prior to
fiscal 1997, the information relating to such grants has been included for
purposes of the table above.

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

(1) These amounts are based on calculations at hypothetical 5% and 10%
compounded annual appreciation rates prescribed by the Securities and
Exchange Commission (the "Commission") and, therefore, are not intended to
forecast possible future appreciation, if any, of the Common Stock. Solely
for purposes of calculating the potential realizable value of the indicated
options, the Company has assumed the value of the underlying Common Stock on
the date of each grant to be $1.47, the per share price paid by Odyssey for
the Common Stock on September 19, 1996. Messrs. Bourjeaurd's and Balchunas's
options were granted on September 19, 1996. Messrs. McInnis's and Partenza's
options were granted on January 14, 1997 and March 31, 1997, respectively.

37
<PAGE>
(2) Of the options granted, 21.31% were eligible to become "available" in fiscal
1997 and 19.67% are eligible to become available in each of the Company's
fiscal years 1998, 1999, 2000 and 2001 depending on satisfaction by the
Company of certain performance targets. The Compensation Committee has
determined that 93% of the options eligible to become available in fiscal
year 1997 actually became available.

(3) Of the options granted, 20% became "available" under the terms of the
specific grant letters on the date of grant, and up to 20% are eligible to
become "available" in each of the Company's fiscal years 1998, 1999, 2000
and 2001 depending on the satisfaction by the Company of certain performance
targets.

(4) The options reflected were eligible to become "available" depending on the
satisfaction by the Company of certain performance targets for fiscal year
1997. The Compensation Committee has determined that 93% of the options
reflected became available based on the Company's performance in fiscal
1997.

(5) The options reflected are eligible to become "available" depending on the
satisfaction by the Company of certain performance targets for fiscal 1998.

(6) The options reflected are eligible to become "available" depending on the
satisfaction by the Company of certain performance targets for fiscal 1999.

(7) The options reflected are eligible to become "available" depending on the
satisfaction by the Company of certain performance targets for fiscal 2000.

(8) The options reflected are eligible to become "available" depending on the
satisfaction by the Company of certain performance targets for fiscal 2001.

(9) Of the options granted, 20% were eligible to become "available" in fiscal
1997 and 20% are eligible to become available in each of the Company's
fiscal years 1998, 1999, 2000 and 2001 depending on satisfaction by the
Company of certain performance targets. The Compensation Committee has
determined that 93% of the options eligible to become available in 1997
actually became available.

The Named Executive Officers did not exercise any options for shares of
Common Stock during fiscal 1997. The following table sets forth certain
information concerning the value of unexercised options held by the Named
Executive Officers at the end of fiscal 1997:

FISCAL 1997 YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END
----------------------------- ----------------------------
NAME EXERCISABLE/UNEXERCISABLE(#)(1) EXERCISABLE/UNEXERCISABLE($)(1)
- ----------------------------------------------------- ----------------------------- ----------------------------
<S> <C> <C>
Quentin Bourjeaurd................................... 91,838/1,761,502 1,242,568/23,833,122
Charles Balchunas.................................... 89,126/634,199 1,181,647/6,385,537
G. Bruce McInnis..................................... 89,126/634,199 1,181,647/6,385,537
Louis F. Partenza.................................... 7,348/150,652 94,128/1,559,026
</TABLE>

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

(1) Solely for purposes of calculating the value of the indicated options as of
September 30, 1997, as required by the rules of the Commission, the Company
has assigned to the Common Stock a value of $15.00 per share (the midpoint
of the price range set forth on the cover of this Prospectus).

38
<PAGE>
EMPLOYMENT AGREEMENTS

QUENTIN BOURJEAURD EXECUTIVE EMPLOYMENT AGREEMENT. Mr. Bourjeaurd entered
into an executive employment agreement with the Company on September 19, 1996.
Pursuant to his employment agreement, Mr. Bourjeaurd will serve as President of
the Company through September 19, 2001, unless earlier terminated as provided
therein. Under his employment agreement, Mr. Bourjeaurd receives an annual
salary of $200,000 and is entitled to medical and other benefits generally
available to senior executives of the Company. On July 1, 1997 the Compensation
Committee increased Mr. Bourjeaurd's annual compensation to $225,000.

Mr. Bourjeaurd's employment agreement also provides that if Mr. Bourjeaurd's
employment is terminated by the Company other than for Cause (as defined
therein), Mr. Bourjeaurd will continue to receive his salary and benefits (as
severance) until the earlier to occur of (i) the expiration of the term of his
employment agreement or (ii) the second anniversary of the date of termination;
provided that such continued salary and benefits will cease upon commencement by
Mr. Bourjeaurd of other full-time employment. In the event Mr. Bourjeaurd's
employment is terminated for Cause or by reason of death or Disability (as
defined therein), no further compensation will be payable by the Company.
Additionally, Mr. Bourjeaurd's employment agreement contains a non-competition
provision pursuant to which Mr. Bourjeaurd has agreed not to engage in any
business activity, without the consent of the Company, which would be in
competition with any business engaged in by the Company during his employment
and thereafter for as long as he continues to receive any of the severance
payments described above.

CHARLES BALCHUNAS EXECUTIVE EMPLOYMENT AGREEMENT. Mr. Balchunas entered
into an executive employment agreement with the Company on February 1, 1997.
Pursuant to his employment agreement, Mr. Balchunas will serve as Chief
Operating Officer of the Company through December 31, 1999, unless earlier
terminated as provided therein. Under his employment agreement, Mr. Balchunas
receives an annual salary of $200,000, is eligible for such discretionary
bonuses as the Compensation Committee may determine and is entitled to medical
and other benefits generally available to senior executives of the Company.

Mr. Balchunas's employment agreement also provides that if Mr. Balchunas's
employment is terminated other than for Cause (as defined therein), Mr.
Balchunas will continue to receive his salary and benefits (as severance) for a
period of two years following the Date of Termination (as defined therein) of
his employment; provided that such continued salary and benefits will cease upon
commencement by Mr. Balchunas of other full-time employment. In the event Mr.
Balchunas's employment is terminated for Cause or by reason of death or
Disability (as defined therein), no further compensation will be payable by the
Company. Additionally, Mr. Balchunas's employment agreement contains a
non-competition provision pursuant to which Mr. Balchunas has agreed not to
engage in any business activity, without the consent of the Company, which would
be in competition with any business engaged in by the Company during his
employment and for two years thereafter.

G. BRUCE MCINNIS EMPLOYMENT AGREEMENT. Mr. McInnis and the Company are
parties to an amended and restated employment agreement dated as of January 15,
1998. Pursuant to such employment agreement, Mr. McInnis will serve as Assistant
to the Chairman of the Board of Directors of the Company through January 15,
2000, unless earlier terminated as provided therein. Under his employment
agreement, Mr. McInnis receives an annual salary of $200,000 and is entitled to
receive medical and other benefits generally available to senior executives of
the Company.

Mr. McInnis's employment agreement provides that if the Company terminates
Mr. McInnis's employment other than for Cause (as defined therein), Mr. McInnis
will continue to receive his salary and benefits (as severance) until the
earlier of (i) January 15, 2000 or (ii) the occurrence of certain triggering
events relating to the sale and transferability of Mr. McInnis's shares of
Common Stock. In the event Mr. McInnis's employment is terminated for Cause or
by reason of death or Disability (as defined therein), no further compensation
will be payable by the Company. Additionally, Mr. McInnis's employment

39
<PAGE>
agreement contains a non-competition provision pursuant to which Mr. McInnis has
agreed not to engage in any business activity, without the consent of the
Company, which would be in competition with any business engaged in by the
Company during his employment and thereafter for as long as he continues to
receive any of the severance payments described above.

Mr. McInnis's employment agreement also provides that the Company will use
its best efforts to have the shares of Common Stock held by Mr. McInnis or
subject to exercisable options held by him included in the Offering (subject to
certain exclusion and cut-back provisions) and, if all such shares are not
included in the Offering, to use its best efforts to file, within 30 days
following the lock-up period set forth in the Underwriting Agreement, a Form S-8
relating to all exercisable options to purchase shares of Common Stock then held
by Mr. McInnis. The Company has also agreed not to terminate Mr. McInnis's
employment other than for Cause during a specified period following the Offering
relating to the sale and transferability of his Common Stock.

LOUIS F. PARTENZA EMPLOYMENT AGREEMENT. Mr. Partenza entered into an
employment agreement with the Company on March 17, 1997. Pursuant to his
employment agreement, Mr. Partenza will serve as Senior Vice President, Sales
and Marketing of the Company through December 31, 1999, unless earlier
terminated as provided therein. Under his employment agreement, Mr. Partenza
receives an annual salary of $140,000, is eligible to receive a bonus of up to
50% of his salary and is entitled to medical and other benefits generally
available to senior executives of the Company.

Mr. Partenza's employment agreement also provides that if Mr. Partenza's
employment is terminated other than for Cause (as defined therein), Mr. Partenza
will continue to receive his salary and benefits (as severance) for a period of
two years following the Date of Termination (as defined therein) of his
employment; provided that such continued salary and benefits will cease upon
commencement by Mr. Partenza of other full-time employment. In the event Mr.
Partenza's employment is terminated for Cause or by reason of death or
Disability (as defined therein), no further compensation will be payable by the
Company. Additionally, Mr. Partenza's employment agreement contains a
non-competition provision pursuant to which Mr. Partenza has agreed not to
engage in any business activity, without the consent of the Company, which would
be in competition with any business engaged in by the Company during his
employment and for two years thereafter, provided that Mr. Partenza continues to
receive any of the severance payments described above.

EXECUTIVE AND KEY EMPLOYEE INCENTIVE PLAN

The Company's Executive and Key Employee Incentive Plan provides for a
maximum annual bonus amount payable to certain executives and key employees
equal to a percentage of such executive's annual compensation. For each
executive, the bonus amount is determined by the Compensation Committee based
upon the following factors: (1) the achievement by the Company of certain
financial objectives; (2) the achievement by the executive's department of
certain quantifiable objectives; and (3) individual performance criteria.

STOCK OPTION PLANS

1996 STOCK OPTION PLAN

The Company's Amended and Restated 1996 Stock Option Plan (the "1996 Plan")
authorizes the issuance of up to 3,950,000 shares of common stock of the Company
pursuant to stock options granted to key employees, non-employee directors and
consultants of the Company. The 1996 Plan does not provide for stock
appreciation rights.

The 1996 Plan will expire on September 18, 2006, unless earlier terminated
by the Company's Board of Directors. The authorized number of shares, the
exercise price of outstanding options and the number of shares under options are
subject to appropriate adjustment in the event of any change in the number of

40
<PAGE>
outstanding shares of the Company's common stock through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, reverse split,
split-up, split-off, spin-off, combination of shares, exchange of shares or
other like change in the capital structure of the Company.

The 1996 Plan is administered by the Compensation Committee which selects
the optionees and determines the terms and provisions of each option grant
within the parameters set forth in the 1996 Plan.

In general, in the event of a "change of control" of the Company (as defined
in the 1996 Plan), each option will terminate within a specified number of days
after notice to the holder of such option, and each such holder will receive an
amount equal to the excess of the aggregate fair market value of the shares of
Common Stock subject to the option over the exercise price, payable in the same
consideration as received by the stockholders of the Company upon the closing of
such transaction. Although the Offering will not constitute a "change of
control" under the 1996 Plan, the grant letters pursuant to which the
outstanding options were granted provide that all options not subject to
acceleration by virtue of the consummation of the Offering will terminate
following consummation of the Offering. See "Management--Executive
Compensation--Option Grants in Fiscal 1997" for a description of the
acceleration provisions relating to the Offering.

Options may not be transferred except by will or the laws of descent and
distribution and may be exercised only by the holder during the lifetime of such
holder.

The options granted under the 1996 Plan are evidenced by stock option
agreements and are intended to be options that do not meet the requirements for
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended. The exercise price of options must be at least
the fair market value of the Company's common stock on the date the option is
granted, and each option must expire no later than September 18, 2006. To
exercise an option, the optionee must deliver to the Company full payment for
the shares purchased, provided that the Compensation Committee may in its
discretion (i) accept as payment shares of the Company's common stock having a
fair market value equal to the purchase price of the shares being purchased or
(ii) accept such other payment as the Compensation Committee shall permit in its
sole discretion at the time of exercise. The Compensation Committee is empowered
to amend the 1996 Plan, subject to stockholder approval in certain
circumstances.

As of December 31, 1997, options to purchase 3,807,170 shares of Common
Stock were outstanding under the 1996 Plan, of which 337,528 options were
exercisable on such date. As a result of the Offering, 2,825,392 of the 1996
Plan options outstanding at December 31, 1997 will accelerate and become
immediately exercisable. The remaining 644,250 options outstanding at December
31, 1997 which were not then exercisable will not be accelerated and will
terminate upon consummation of the Offering pursuant to the provisions of the
grant letters under which such options were granted. Following the exercise by a
certain Selling Stockholder of options to purchase 204,768 shares of Common
Stock and the sale of such shares in the Offering, 2,958,152 options under the
1996 Plan will be outstanding after the Offering, all of which will be
immediately exercisable.

1998 STOCK OPTION PLAN

The Company's 1998 Stock Option (the "1998 Plan") authorizes the issuance of
up to 2,000,000 shares of common stock of the Company pursuant to stock options
granted to key employees, non-employee directors and consultants of the Company.
The 1998 Plan does not provide for stock appreciation rights.

The 1998 Plan will expire on April 1, 2008 unless earlier terminated by the
Company's Board of Directors. The authorized number of shares, the exercise
price of outstanding options and the number of shares under options are subject
to appropriate adjustment in the event of any change in the number of
outstanding shares of the Company's common stock through merger, consolidation,
reorganization,

41
<PAGE>

recapitalization, stock dividend, stock split, reverse split, split-up,
split-off, spin-off, combination of shares, exchange of shares or other like
change in the capital structure of the Company.

The 1998 Plan is administered by the Compensation Committee which selects
the optionees and determines the terms and provisions of each option grant
within the parameters set forth in the 1998 Plan.

In the event of a "change of control" of the Company (as defined in the 1998
Plan), the Compensation Committee has the discretion (i) to accelerate the
vesting of each option not then currently exercisable, (ii) to cause each option
to terminate within a period of time after delivery of notice and (iii) to cause
each option holder to receive, in respect of each share for which such option is
exercisable, an amount equal to the excess of the fair market value of such
share over the exercise price per share, payable in a form of consideration as
determined by the Compensation Committee.

Options may not be transferred (other than to a member of a holder's
immediate family or to a trust for the benefit of a holder or a member of a
holder's family), except by will or the laws of the descent and distribution.

42
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

GENERAL

The table below and the notes thereto set forth as of January 31, 1998 and
after giving effect to the Offering (assuming no exercise of the Underwriters'
over-allotment option, except as otherwise disclosed in the footnotes to the
table) certain information concerning the beneficial ownership (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934) of the Company's Common
Stock by (i) each person known by the Company to own beneficially more than 5%
of the outstanding Common Stock, (ii) each director of the Company and each
Named Executive Officer and (iii) all directors and executive officers and
directors of the Company as a group. Additionally, the table names each Selling
Stockholder and specifies the number of shares of Common Stock to be sold by
each. Except as indicated in the footnotes to the table, the persons named in
the table have sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them, subject to community property
laws where applicable.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY
OWNED
BEFORE OFFERING SHARES BEING AFTER THE OFFERING
------------------------- SOLD IN ------------------------
NAME AND ADDRESS NUMBER PERCENT THE OFFERING NUMBER PERCENT
- ----------------------------------------------- ------------ ----------- -------------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Odyssey Partners, L.P(1)....................... 19,063,882 96.54 10,484,707 1,114,073 6.64
31 West 52nd Street
New York, NY 10019
Stephen Berger(1).............................. 19,063,882 96.54 10,484,707 1,114,073 6.64
Muzzafar Mirza................................. -- -- -- -- --
William Hopkins................................ -- -- -- -- --
Richard P. Small(2)............................ 2,046,732 12.34 1,850,142 196,590 1.17
7434 South Gary
Tulsa, OK 74136
Quentin Bourjeaurd(3).......................... 3,006,266 16.59 120,527 2,885,739 15.75
Charles Balchunas(4)........................... 738,788 4.30 -- 738,788 4.25
Louis F. Partenza(5)........................... 198,764 1.19 -- 198,764 1.17
All directors and executive officers as a group 19,063,882 96.54 12,455,376 5,301,129 27.63
(11 persons)(6)..............................
G. Bruce McInnis(7)............................ 807,044 4.70 204,768 602,276 3.59
BT Investment Partners, Inc.(8)................ 682,244 4.11 616,714 65,530 *
Brian E. Barents............................... -- -- -- -- --
Cindy B. Brown................................. -- -- -- -- --
</TABLE>

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

* Less than one percent.

(1) Includes (i) 11,598,780 shares owned of record by Odyssey and (ii) 7,465,102
shares (including 337,528 shares subject to options which are currently
exercisable and 2,825,392 shares subject to options which will become
exercisable upon consummation of the Offering) over which Odyssey has a
proxy and power of attorney pursuant to the Stockholders Agreement described
below. See "Certain Transactions--Management Stockholders' and
Optionholders' Agreement." If the Underwriters' over-allotment option is
exercised in full, Odyssey will beneficially own no shares after the
Offering. Messrs. Stephen Berger, Jack Nash, Leon Levy, Brian Wruble and
Joshua Nash are general partners of Odyssey and, accordingly, may be deemed
to own beneficially the shares beneficially owned by Odyssey. Each such
general partner disclaims beneficial ownership of the shares beneficially
owned by Odyssey.

43
<PAGE>

(2) Includes (i) 1,643,200 shares owned of record by R.P. Small Corp., of which
Mr. Small is the sole stockholder and (ii) 403,532 shares owned of record by
The Richard P. and Norma T. Small Foundation, a not-for-profit corporation
of which Mr. Small is a director. If the Underwriters' over-allotment option
is exercised in full, Mr. Small will beneficially own no shares after the
Offering.

(3) Includes (i) 1,472,244 shares owned of record by Mr. Bourjeaurd, (ii) 91,838
shares subject to options which are currently exercisable and (iii)
1,442,184 shares subject to options which will become exercisable as a
result of the Offering. If the Underwriters' over-allotment option is
exercised in full, Mr. Bourjeaurd will beneficially own 2,872,932, or
15.35%, of the shares of Common Stock outstanding after the Offering. Mr.
Bourjeaurd's business address is 2527 Willowbrook Road, Dallas, Texas 75220.

(4) Includes (i) 136,512 shares owned of record by Mr. Balchunas, (ii) 89,126
shares subject to options which are currently exercisable and (iii) 513,150
shares subject to options which will become exercisable as a result of the
Offering.

(5) Includes (i) 68,256 shares owned of record by Mr. Partenza, (ii) 7,348
shares subject to options which are currently exercisable and (iii) 123,160
shares subject to options which will become exercisable as a result of the
Offering.

(6) Includes (i) 11,598,780 shares owned of record by Odyssey and (ii) 7,465,102
shares (including shares subject to options which will be exercisable after
the Offering) over which Odyssey has a proxy and power of attorney pursuant
to the Stockholders Agreement. Mr. Berger, the Chairman of the Board of
Directors of the Company, is a general partner of Odyssey and may be deemed
to own beneficially the shares beneficially owned by Odyssey (see note 1
above). The shares being sold in the Offering include shares to be sold by
Odyssey and Messrs. Small and Bourjeaurd. The shares beneficially owned
after the Offering include (i) 1,114,073 shares owned of record by Odyssey
which may be deemed to be beneficially owned by Mr. Berger, (ii) 196,590
shares beneficially owned by Mr. Small as the sole stockholder of R.P. Small
Corp. (see note 2 above) and (iii) 3,990,466 shares beneficially owned by
the remaining directors and officers of the Company. If the Underwriters'
over-allotment option is exercised in full, Odyssey and Mr. Small will
beneficially own no shares after the Offering and the remaining directors
and officers will own 3,977,569, or 20.31%, of the shares of Common Stock
outstanding after the Offering.

(7) Includes (i) 204,768 shares owned of record by Mr. McInnis, (ii) 89,126
shares subject to options which are currently exercisable, and (iii) 513,150
shares subject to options which will become exercisable as a result of the
Offering. If the Underwriters' over-allotment option is exercised in full,
Mr. McInnis will beneficially own no shares after the Offering.

(8) If the Underwriters' over-allotment option is exercised in full, BT
Investment Partners, Inc. will beneficially own no shares after the
Offering.

44
<PAGE>
CERTAIN TRANSACTIONS

MANAGEMENT STOCKHOLDERS' AND OPTIONHOLDERS' AGREEMENT

The Company, Odyssey, BT Investment Partners, Inc. ("BT Investments") and
each management stockholder and optionholder are parties to an Amended and
Restated Management Stockholders' and Optionholders' Agreement dated as of May
15, 1997 (the "Stockholders Agreement"). The Stockholders Agreement provides,
among other things, for certain limitations on transfers of the Common Stock,
for the grant of proxies and powers of attorney in favor of Odyssey, and for
certain "piggyback" registration rights in favor of the management stockholders
with respect to registered offerings of the Common Stock by the Company. Upon
consummation of the Offering, however, the Stockholders Agreement will
terminate, except with respect to the "piggyback" registration rights granted to
the management stockholders. The management stockholders party to the agreement
include Messrs. Bourjeaurd, Balchunas and Partenza, in addition to certain other
employees of the Company. Such management stockholders will own a total of
2,195,159 shares of the outstanding Common Stock following consummation of the
Offering (1,780,994 shares if the Underwriters' over-allotment option is
exercised in full).

REGISTRATION RIGHTS AGREEMENT

The Company and Odyssey are parties to a Registration Rights Agreement dated
as of November 7, 1996 (the "Registration Rights Agreement"). The Registration
Rights Agreement provides Odyssey with certain "demand" registration rights, as
well as certain "piggyback" registration rights with respect to registered
offerings of the Common Stock by the Company. In connection with the acquisition
of the Predecessor, of which Mr. Small was the controlling shareholder, Odyssey
and Mr. Small agreed that Mr. Small would have the right to purchase Common
Stock of the Company and would be entitled to the same registration rights as
given Odyssey pursuant to the Registration Rights Agreement. Accordingly, the
Company, Odyssey and R.P. Small Corp., a corporation wholly-owned by Mr. Small
and through which Mr. Small beneficially owns shares of the Company's Common
Stock, entered into a letter agreement (the "Small Agreement"), dated November
7, 1996, which grants R.P. Small Corp. the same "piggyback" registration rights
as those granted to Odyssey under the Registration Rights Agreement, as well as
certain rights to participate in "demand" registrations instituted by Odyssey.
In the event that Odyssey and R.P. Small Corp. sell all of the Common Stock
owned by them in the Offering, the Registration Rights Agreement and the Small
Agreement will be terminated.

INTEREST OF CERTAIN PERSONS IN THE OFFERING

Odyssey formed the Company on August 21, 1996 to facilitate the acquisition
of the Predecessor and Aviall Aerospace and currently owns of record 69.9% of
the outstanding Common Stock of the Company. In connection with its previously
announced dissolution and liquidation, Odyssey intends to sell the Common Stock
of the Company owned by it in the Offering. Based on a value of $15.00 per share
(the midpoint of the estimated price range set forth on the cover of this
Prospectus), Odyssey will receive an estimated $147.4 million of the $186.7
million of the aggregate proceeds to be received by the Selling Stockholders,
net of underwriting discounts and commissions, as a result of the Offering
($163.1 million of the $214.7 million of the aggregate proceeds if the
Underwriters' over-allotment option is exercised in full). Messrs. Stephen
Berger, Muzzafar Mirza and William Hopkins, members of the Company's Board of
Directors, are partners or principals of Odyssey.

In addition, several other Selling Stockholders presently serve or formerly
served as directors and/or executive officers of the Company, including Messrs.
Richard P. Small and Quentin Bourjeaurd. Mr. Small, formerly the controlling
stockholder, Chairman of the Board and Chief Executive Officer of the
Predecessor and currently the Vice Chairman of the Company's Board of Directors,
intends to sell in the Offering all of the Common Stock owned by R.P. Small
Corp., of which Mr. Small is the sole stockholder. R.P. Small Corp. will receive
an estimated $26.0 million of the aggregate net proceeds to be received by the
Selling

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Stockholders as a result of the Offering ($28.8 million if the Underwriters'
over-allotment option is exercised in full). Mr. Bourjeaurd, the President and
Chief Executive Officer of the Company, is seeking to sell 120,527 shares of
Common Stock in the Offering (133,334 shares if the Underwriters' over-allotment
option is exercised in full) and will receive an estimated $1.7 million of the
aggregate net proceeds to be received by the Selling Stockholders as a result of
the Offering ($1.9 million if the Underwriters' over-allotment option is
exercised in full). See "Principal and Selling Stockholders."

EMPLOYEE STOCK PURCHASE PLAN

On April 29, 1997, the Company adopted an Employee Stock Purchase Plan (the
"Stock Purchase Plan"). Any employee, officer or director of the Company is
eligible to participate in the Stock Purchase Plan. The Stock Purchase Plan is
administered by the Board of Directors of the Company, which, in its sole
discretion, may determine the number of shares issuable to an eligible
purchaser, the purchase price thereof, vesting requirements and any other
additional terms as the Board of Directors deems appropriate.

On May 30, 1997, the Company issued and sold an aggregate of 660,598 shares
of its common stock, at a price of $1.47 per share, to 21 employees of the
Company pursuant to the Stock Purchase Plan. Such shares were issued in reliance
upon the exemption from registration provided by Rule 701 under the Securities
Act. Among the employees purchasing such shares were Messrs. Charles Balchunas,
G. Bruce McInnis, Louis F. Partenza and John R. King.

LOANS TO MANAGEMENT

On September 19, 1996, the Company loaned Mr. Bourjeaurd $200,000 at an
interest rate of 5.93% per annum, the proceeds of which were used to purchase
Common Stock of the Company. The entire principal and interest under such loan
was repaid by Mr. Bourjeaurd on December 11, 1997. On April 15, 1997, the
Company loaned an additional $100,000 to Mr. Bourjeaurd at an interest rate of
5.83% per annum, the proceeds of which were used to purchase additional Common
Stock. The entire principal and interest under such loan was repaid by Mr.
Bourjeaurd on December 11, 1997.

On May 30, 1997, the Company loaned Mr. Balchunas $75,000 at an interest
rate of 6.74% per annum, the proceeds of which were used, together with personal
funds, to purchase 136,512 shares of Common Stock of the Company at a purchase
price of $1.47 per share. Until all principal and interest is paid in full, Mr.
Balchunas is required to apply all proceeds from any sale or transfer of any
shares of Common Stock owned by him to the principal and interest then owing
under the loan. Interest is otherwise payable semi-annually. Interest of
$1,727.97 was accrued for the fiscal year ended September 30, 1997. All of the
136,512 shares purchased by Mr. Balchunas are pledged to the Company as security
for such loan.

On May 30, 1997, the Company loaned Mr. Partenza $75,000 at an interest rate
of 6.74% per annum, the proceeds of which were used, together with personal
funds, to purchase 68,256 shares of Common Stock of the Company at a purchase
price of $1.47 per share. Until all principal and interest is paid in full, Mr.
Partenza is required to apply all proceeds from any sale or transfer of any
shares of Common Stock owned by him to the principal and interest then owing
under the loan. Interest is otherwise payable semi-annually. Interest of
$1,727.97 was accrued for the fiscal year ended September 30, 1997. All of the
68,256 shares purchased by Mr. Partenza are pledged to the Company as security
for such loan.

TRANSACTIONS RELATING TO THE ACQUISITIONS OF THE PREDECESSOR AND AVIALL
AEROSPACE

Prior to the Company's acquisition of the Predecessor, the Predecessor
maintained a VEBA trust which held a life insurance policy on behalf of Mr.
Small, and through which the premiums for such policy were paid. As a result of
the acquisition of the Predecessor by merger, the Company succeeded the
Predecessor as the administrator of the VEBA trust. In connection with the
acquisition of the Predecessor, the Company entered into a letter agreement with
Mr. Small whereby: (i) the Company agreed to transfer the life insurance
policies to Mr. Small in exchange for a payment by Mr. Small to the VEBA trust
of

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$660,000, the approximate cash surrender value of the life insurance policies,
and (ii) the Company agreed to reimburse Mr. Small for such payment as cash was
paid out of the VEBA trust for premiums for medical, disability or other
insurance maintained by the Company. Pursuant to such agreement, the Company
made a payment of $330,000 to Mr. Small on October 16, 1997. Since October 16,
1997, no further payments have been made to Mr. Small. The Company anticipates
that the remaining funds in the VEBA trust will be paid out for medical,
disability or other insurance premiums in fiscal 1998 and, accordingly, that the
remaining $330,000 due to Mr. Small under such agreement will be paid to him
shortly after the end of the Company's 1998 fiscal year.

In connection with the acquisition of the Predecessor, the Company entered
into an employment agreement with Mr. Small providing for payments to Mr. Small
in the amount of $225,000 per year, of which $165,000 represents compensation
for advisory services provided by Mr. Small in connection with the acquisition
of the Predecessor and $60,000 represents annual compensation for services
provided by Mr. Small pursuant to such employment agreement.

As compensation for his services in coordinating, structuring and
consummating the simultaneous acquisitions of the Predecessor and Aviall
Aerospace, the Company agreed to pay Mr. Bourjeaurd a fee in the amount of
$2,560,000. Such fee was paid by the Company in installments as follows: $51,370
in May 1997, $500,000 in October 1997, $795,560 in December 1997 and $1,213,070
in February 1998. As compensation for his services in securing the equity to
consummate such acquisitions, the Company issued 790,000 shares of its Common
Stock to Mr. Bourjeaurd as a finder's fee at the closing of such acquisitions on
September 19, 1996.

As compensation for advisory services provided by Odyssey with respect to
coordinating, structuring, consummating and financing the simultaneous
acquisitions of the Predecessor and Aviall Aerospace, the Company paid Odyssey a
fee in the amount of $750,000. Such fee was paid by the Company at the closing
of such acquisitions on September 19, 1996.

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DESCRIPTION OF CAPITAL STOCK

GENERAL

The authorized capital stock of the Company consists of 40,000,000 shares of
Common Stock, par value $0.01 per share, and 10,000,000 shares of Preferred
Stock, par value $0.01 per share (the "Preferred Stock"). As of the date of this
Prospectus, there are 16,583,206 shares of Common Stock outstanding and no
shares of Preferred Stock outstanding or reserved for issuance. Upon completion
of the Offering, 2,958,152 shares of Common Stock will be issuable upon exercise
of outstanding options under the Company's stock option plans and up to an
additional 2,000,000 shares of Common Stock will be reserved for issuance under
such plans.

The following description of the Company's capital stock is a summary of the
material terms of such stock. The following does not purport to be complete and
is subject in all respects to applicable Delaware law and to the provisions of
the Company's Amended and Restated Certificate of Incorporation (the
"Certificate") and Bylaws.

COMMON STOCK

Subject to the prior rights of any series of Preferred Stock which may from
time to time be authorized and outstanding, holders of Common Stock are entitled
to receive dividends out of funds legally available therefor when, as and if
declared by the Board of Directors and to receive pro rata net assets of the
Company legally available for distribution upon liquidation or dissolution.

Holders of Common Stock are entitled to one vote for each share of Common
Stock held on each matter to be voted on by the holders of Common Stock,
including the election of directors. The Common Stock has no preemptive rights
or cumulative voting rights and no redemption, sinking fund or conversion
provisions.

PREFERRED STOCK

The Preferred Stock may be issued by resolution of the Company's Board of
Directors from time to time without any action of the stockholders. The
Preferred Stock may be issued in one or more series and the Board of Directors
may fix the designation and relative powers, including voting powers,
preferences, rights, qualifications, limitations and restrictions of each series
so authorized. The issuance of any such series may have an adverse effect on the
rights of holders of Common Stock or impede the completion of a merger, tender
offer or other takeover attempt. The Company has no plans to issue shares of any
series of Preferred Stock.

CERTAIN CERTIFICATE AND BYLAW PROVISIONS

Certain provisions of the Certificate and the Bylaws could discourage
potential takeover attempts and could delay or prevent a change in control of
the Company. These provisions are intended to enhance the likelihood of
continuity and stability in the composition of the Board of Directors of the
Company and in the policies formulated by the Board of Directors and to
discourage certain types of transactions that may involve an actual or
threatened change of control of the Company. The provisions are designed to
reduce the vulnerability of the Company to an unsolicited proposal for a
takeover of the Company. The provisions are also intended to discourage certain
tactics that may be used in proxy fights. However, such provisions could have
the effect of discouraging others from making tender offers for the Company's
shares and, as a consequence, they may also inhibit fluctuations in the market
price of the Common Stock that often result from actual or rumored takeover
attempts. Such provisions may also have the effect of preventing changes in the
management of the Company.

CLASSIFIED BOARD OF DIRECTORS. There shall not be less than six nor more
than twelve directors. The Company presently has six directors. The Certificate
provides for the classification of the Board of

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Directors into three classes, each class to consist as nearly as possible of
one-third of the directors. The term of office of the first class of directors
will expire at the 1999 Annual Meeting of Stockholders; the term of the second
class of directors will expire at the 2000 Annual Meeting of Stockholders; and
the term of the third class of directors will expire at the 2001 Annual Meeting
of Stockholders. At each annual meeting, the class of directors to be elected at
such meeting will be elected for a three-year term and the directors in the
other two classes will continue in office. See "Management--Composition of the
Company's Board of Directors after the Offering."

The Certificate also permits the Board of Directors to create new
directorships and to elect new directors to serve for the full term of the class
of directors in which the new directorship was created. The Board of Directors
(or its remaining members, even though less than a quorum) is also empowered to
fill vacancies on the Board of Directors occurring for any reason for the
remainder of the term of the class of director in which the vacancy occurred.

SPECIAL STOCKHOLDERS' MEETINGS AND STOCKHOLDER ACTION. The Bylaws provide
that special meetings of the stockholders may be called only by the Chairman of
the Board or the President of the Company or upon a resolution adopted by a
majority of the entire Board of Directors. Stockholders are not permitted to
call, or to require that the Board of Directors call, a special meeting of
stockholders. Moreover, the business permitted to be conducted at any special
meeting of stockholders is limited to the business brought before the meeting
pursuant to the notice of the meeting given by the Company. In addition, the
Certificate provides that any action taken by the stockholders of the Company
must be effected at an annual or special meeting of stockholders and not by
written consent.

The provision of the Certificate prohibiting stockholder action by written
consent may have the effect of delaying consideration of a stockholder proposal
until the next annual meeting. This provision would also prevent the holders of
a majority of the outstanding Common Stock from unilaterally using the written
consent procedure to take stockholder action. Moreover, the provisions of the
Bylaws prevent a stockholder from forcing stockholder consideration of a
proposal over the opposition of the Board of Directors of the Company by calling
a special meeting of stockholders prior to the time the Board believes such
consideration to be appropriate.

PROCEDURES FOR STOCKHOLDER NOMINATIONS AND PROPOSALS. The Bylaws establish
an advance notice procedure for stockholders to nominate candidates for election
as directors or to bring other business before meetings of stockholders of the
Company (the "Stockholder Notice Procedure"). Only those stockholder nominees
who are nominated in accordance with the Stockholder Notice Procedure will be
eligible for election as directors of the Company. Under the Stockholder Notice
Procedure, notice of stockholder nominations to be made at an annual meeting (or
of any other business to be brought before such meeting) must be received by the
Company not less than 60 days nor more than 90 days prior to the first
anniversary of the previous year's annual meeting. Moreover, the Stockholder
Notice Procedure provides that if the Board of Directors of the Company has
determined that directors will be elected at a special meeting, a stockholder
must give written notice to the Secretary of the Company of any nominations to
be brought before a special meeting, not earlier than the 90th day prior to the
special meeting and not later than the later of the 60th day prior to the
special meeting or the 10th day following the first public announcement by the
Company of the date of the special meeting.

The Bylaws provide that only such business may be conducted at a special
meeting as is specified in the Company's notice of meeting. The Bylaws also
provide that at an annual meeting only such business may be conducted as has
been brought before the meeting (i) pursuant to the Company's notice of meeting,
(ii) by, or at the direction of, the Board of Directors or (iii) by a
stockholder who has given timely written notice pursuant to the Stockholder
Notice Procedure to the Secretary of the Company of such stockholder's intention
to bring such business before such meeting.

By requiring advance notice of nominations by stockholders, the Stockholder
Notice Procedure will afford the Board of Directors an opportunity to consider
the qualifications of the proposed nominees and,

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<PAGE>
to the extent deemed necessary or desirable by the Board of Directors, to inform
stockholders about such qualifications. By requiring advance notice of other
proposed business, the Stockholder Notice Procedure will provide a more orderly
procedure for conducting annual meetings of stockholders and, to the extent
deemed necessary or desirable by the Board of Directors, will provide the Board
of Directors with an opportunity to inform stockholders, prior to such meetings,
of any business proposed to be conducted at such meetings, together with the
Board of Directors' position regarding action to be taken with respect to such
business, so that stockholders can better decide whether to attend such a
meeting or to grant a proxy regarding the disposition of any such business.

Although the Bylaws do not give the Board of Directors any power to approve
or disapprove stockholder nominations for the election of directors or proposals
for action, they may have the effect of precluding a contest for the election of
directors or the consideration of stockholder proposals if the proper procedures
are not followed, and of discouraging or deterring a third party from conducting
a solicitation of proxies to elect its own slate of directors or to approve its
own proposal, without regard to whether consideration of such nominees or
proposals might be harmful or beneficial to the Company and its stockholders.

AMENDMENT OF THE CERTIFICATE. The Certificate provides that an amendment
thereof must first be approved by a majority of the Board of Directors and (with
certain exceptions) thereafter approved by the holders of a majority of the
total votes eligible to be cast by holders of voting stock with respect to such
amendment or repeal; provided that the affirmative vote of 75% of the total
votes eligible to be cast by holders of voting stock, voting together as a
single class, is required to (i) amend or repeal the provisions of the
Certificate with respect to (A) the election of directors, (B) the right of
stockholders to act by written consent and (C) amendment of the Bylaws, (ii)
adopt any provision inconsistent with such provisions and (iii) amend or repeal
the provisions of the Certificate with respect to amendments to the Certificate.

AMENDMENT OF BYLAWS. The Certificate provides that the Bylaws may be
amended or repealed by action of the Board of Directors or by the stockholders.
Such action by the Board of Directors requires the affirmative vote of a
majority of the directors then in office without action by the stockholders.
Such action by the stockholders requires the affirmative vote of the holders of
at least 75% of the total votes eligible to be cast by holders of voting stock
with respect to such amendment or repeal at an annual meeting of stockholders or
a special meeting called for such purposes, unless the Board of Directors
recommends that the stockholders approve such amendment or repeal at such
meeting, in which case such amendment or repeal shall only require the
affirmative vote of a majority of the total votes eligible to be cast by holders
of voting stock with respect to such amendment or repeal.

LIMITATIONS ON DIRECTORS' LIABILITY. The Certificate provides that a
director will not be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware law, which concerns unlawful payments of dividends,
stock purchases or redemptions or (iv) for any transaction from which the
director derived an improper personal benefit. If the Delaware law is
subsequently amended to permit further limitation of the personal liability of
directors, the liability of a director of the Company will be eliminated or
limited to the fullest extent permitted by the Delaware law as so amended.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

The Company is subject to the provisions of Section 203 of the DGCL. That
section provides, with certain exceptions, that a Delaware corporation may not
engage in any of a broad range of business combinations with a person or
affiliate or associate of such person who is an "interested stockholder" for a
period of three years from the date that such person became an interested
stockholder unless: (i) the transaction resulting in a person's becoming an
interested stockholder, or the business combination, is

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approved by the board of directors of the corporation before the person becomes
an interested stockholder, (ii) upon consummation of the transaction that
resulted in the interested stockholder's becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding shares owned by
persons who are both officers and directors of the corporation, and shares held
by certain employee stock ownership plans); or (iii) on or after the date the
person becomes an interested stockholder, the business combination is approved
by the corporation's board of directors and by the holders of at least 66 2/3%
of the corporation's outstanding voting stock at an annual or special meeting,
excluding shares owned by the interested stockholders. An "interested
stockholder" is defined as any person (other than the corporation or any direct
or indirect majority owned subsidiary of the corporation) that is (i) the owner
of 15% or more of the outstanding voting stock of the corporation or (ii) an
affiliate or associate of the corporation and was the owner of 15% or more of
the outstanding voting stock of the corporation at any time within the
three-year period immediately prior to the date on which it is sought to be
determined whether such person is an interested stockholder. Section 203 of the
DGCL could have the effect of discouraging prospective take-over attempts
because of the inability of a potential acquiror to combine the Company with
another entity.

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SHARES ELIGIBLE FOR FUTURE SALE

No prediction can be made as to the effect, if any, that future sales of
Common Stock, or the availability of Common Stock for future sale, will have on
the market price of the Common Stock prevailing from time to time. Sales of
substantial amounts of Common Stock (including shares issued upon exercise of
options), or the perception that such sales could occur, may adversely affect
prevailing market prices for the Common Stock. See "Risk Factors--Shares
Eligible for Future Sale."

Upon completion of the Offering, the Company will have outstanding
16,787,974 shares of Common Stock. Of the shares of Common Stock that will be
outstanding after the Offering, the 13,276,858 shares sold in the Offering will
be freely tradeable without restriction or limitation under the Securities Act,
unless purchased by "affiliates" of the Company, as that term is defined in Rule
144 under the Securities Act. All of the remaining 3,511,116 shares of Common
Stock held by existing stockholders will be "restricted" securities within the
meaning of the Securities Act as a result of the issuance thereof in private
transactions not involving a public offering. The "restricted" securities may
not be resold unless they are registered under the Securities Act or are sold
pursuant to an available exemption from registration, including Rule 144 under
the Securities Act.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned shares for at least one
year (including the holding period of any prior owner except an "affiliate" (as
that term is defined in Rule 144)) is entitled to sell, within any three-month
period, a number of those shares that does not exceed the greater of (i) 1% of
the then outstanding shares of the Common Stock (167,880 shares immediately
after the Offering) or (ii) the average weekly trading volume in the Common
Stock during the four calendar weeks preceding the date on which notice of the
sale is filed with the Commission. Sales under Rule 144 are also subject to
certain manner of sale provisions, notice requirements and requirements as to
the availability of current public information concerning the Company. Rule 144
provides that a person (or persons whose shares are aggregated) who is not
deemed to have been an affiliate of the Company at any time during the 90 days
preceding a sale, and who has beneficially owned shares for at least two years
(including the holding period of any prior owner except an "affiliate") is
entitled to sell those shares under Rule 144(k) without regard to the
limitations described above.

After completion of the Offering and expiration of the 180-day lockup
agreement described under "Underwriting," 3,511,116 shares (1,917,348 shares if
the Underwriters' over-allotment options are exercised in full) of Common Stock
held by stockholders prior to the consummation of the Offering will be eligible
for sale on the open market under Rule 144 (as currently in effect), subject to
the volume and manner of sales limitations referred to above.

In May 1997, the Company sold shares of its Common Stock to certain of its
officers and employees under the provisions of Rule 701 under the Securities
Act. While such shares are "restricted" securities under Rule 144, the resale
provisions under Rule 701 permit non-affiliates to sell their Rule 701 shares
without complying with the notice provisions, public information, volume
limitations or holding period restrictions of Rule 144 and permit affiliates to
sell their Rule 701 shares without complying with the Rule 144 holding period
restrictions, in each case commencing 90 days after the date of this prospectus.
After the Offering, 660,598 of the 3,511,116 shares otherwise eligible for sale
under Rule 144 will be eligible for sale under Rule 701, subject to the
expiration of the 180-day lock-up agreement described under "Underwriting."

Upon completion of the Offering, 2,958,152 shares of Common Stock will be
issuable upon exercise of outstanding options under the Company's stock option
plans and up to an additional 2,000,000 shares of Common Stock will be reserved
for issuance under such plans. To the extent that the Underwriters' over-
allotment option is not exercised in full, the Company has agreed to file a
registration statement on Form S-8 following the expiration of the lock-up
agreement described under "Underwriting" covering any shares subject to options
granted to G. Bruce McInnis, one of the Selling Stockholders, under the
Company's

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1996 stock option plan. Shares registered under such registration statement
which are issued upon the exercise of options will be freely transferable in the
open market.

Stockholders of the Company party to the Stockholders Agreement will have
certain "piggyback" registration rights with respect to registered offerings of
the Common Stock following consummation of the Offering. See "Certain
Transactions--Management Stockholders' and Optionholders' Agreement."

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CERTAIN U.S. TAX CONSIDERATIONS APPLICABLE
TO NON-U.S. HOLDERS OF THE COMMON STOCK

The following is a general discussion of certain U.S. federal income and
estate tax consequences of the ownership and disposition of Common Stock
applicable to Non-U.S. Holders of such Common Stock who acquire and own such
Common Stock as a capital asset within the meaning of section 1221 of the
Internal Revenue Code of 1986, as amended (the "Code"). A "Non-U.S. Holder" is
any person other than (i) a citizen or resident of the United States, (ii)
except to the extent otherwise provided in regulations in the case of a
partnership, a corporation or partnership created or organized in the United
States or Under the laws of the United States or of any state, or (iii) an
estate whose income is includable in gross income for United States federal
income tax purposes regardless of its source, (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more U.S. persons have the authority to control all
substantial decisions of the trust, or (v) a person otherwise subject to United
States federal income tax on a net income basis in respect of its worldwide
taxable income.

The discussion does not consider specific facts and circumstances that may
be relevant to a particular Non-U.S. Holder's tax position (including the fact
that in the case of a Non-U.S. Holder that is a partnership, the U.S. tax
consequences of holding and disposing of shares of Common Stock may be affected
by certain determinations made at the partner level) and does not consider U.S.
state and local or non-U.S. tax consequences. Further, it does not consider
Non-U.S. Holders subject to special tax treatment under the federal income tax
laws (including banks and insurance companies, dealers in securities, and
holders of securities held as part of a "straddle," "hedge," or conversion
transaction)." The following discussion is based on provisions of the Code and
administrative and judicial interpretations as of the date hereof, all of which
are subject to change, possibly on a retroactive basis, and any change could
affect the continuing validity of this discussion. THE FOLLOWING SUMMARY IS
INCLUDED HEREIN FOR GENERAL INFORMATION. ACCORDINGLY, EACH PROSPECTIVE NON-U.S.
HOLDER IS URGED TO CONSULT A TAX ADVISOR WITH RESPECT TO THE UNITED STATES
FEDERAL TAX CONSEQUENCES OF HOLDING AND DISPOSING OF COMMON STOCK, AS WELL AS
ANY TAX CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF ANY U.S. STATE, LOCAL OR
OTHER NON-U.S. TAXING JURISDICTION.

NON-U.S. HOLDERS

For purposes of the following discussion, dividends and gain on the sale,
exchange or other disposition of Common Stock will be considered to be "U.S.
trade or business income" if such income or gain is (i) effectively connected
with the conduct of a U.S. trade or business or (ii) in the case of a treaty
resident, attributable to a permanent establishment (or, in the case of an
individual, a fixed base) in the United States.

DIVIDENDS

In general, dividends paid to a Non-U.S. Holder of Common Stock will be
subject to withholding of U.S. federal income tax at a 30% rate unless such rate
is reduced by an applicable tax treaty. Dividends that are U.S. trade or
business income, are generally subject to U.S. federal income tax on a net basis
at regular income tax rates, and are not generally subject to the 30%
withholding tax if the Non-U.S. Holder provides the appropriate form to the
payor. Any U.S. trade or business income received by a Non-U.S. Holder that is a
corporation may also, under certain circumstances, be subject to an additional
"branch profits tax" at a 30% rate or such lower rate as may be applicable under
a tax treaty. Dividends paid to an address in a foreign country generally are
presumed (absent actual knowledge to the contrary) to be paid to a resident of
such country for purposes of the withholding discussed above and for purposes of
determining the applicability of a tax treaty rate. Under U.S. Treasury
Regulations generally effective January 1, 2000, not currently in effect,
however, a Non-U.S. Holder of Common Stock who wishes to claim the benefit of an
applicable treaty rate would be required to satisfy certain certification and
other requirements, which may include the requirement that the Non-U.S. Holder
file a form containing the holder's name and address or provide certain
documentary evidence issued by foreign governmental authorities as proof of
residence in the foreign country.

A Non-U.S. Holder of Common Stock that is eligible for a reduced rate of
U.S. withholding tax pursuant to a tax treaty may obtain a refund of any excess
amounts currently withheld by filing an appropriate claim for a refund with the
Service.

54
<PAGE>
SALE, EXCHANGE, REDEMPTION OR OTHER DISPOSITION

Except as described below and subject to the discussion concerning backup
withholding, any gain realized by a Non-U.S. Holder on the sale, exchange,
redemption or other disposition of Common Stock generally will not be subject to
U.S. federal income tax, unless (i) such gain is U.S. trade or business income,
(ii) subject to certain exceptions, the Non-U.S. Holder is an individual who
holds the Common Stock as a capital asset, is present in the United States for
183 days or more during the taxable year of the disposition, and certain other
conditions are present, (iii) the Non-U.S. Holder is subject to tax under U.S.
tax law provision applicable to certain U.S. expatriates (including certain
former citizens or residents of the United States) or (iv) the Company is or has
been a "United States real property holding corporation" (a "USRPHC") for
federal income tax purposes and such Non-U.S. Holder has held, directly or
constructively, more than 5% of the outstanding Common Stock within the
five-year period ending on the date of the sale or exchange. The Company
believes that it has not been, is not currently, and is not likely to become, a
United States real property holding corporation. However, no assurance can be
given that the Company will not be a United States real property holding
corporation when a Non-U.S. Holder sells its shares of Common Stock.

FEDERAL ESTATE TAX

Common Stock owned or treated as owned by an individual who is not a citizen
or resident of the United States for U.S. federal estate tax purposes will be
included in such individual's gross estate for U.S. federal estate tax purposes
unless an applicable estate tax treaty otherwise provides.

INFORMATION REPORTING AND BACKUP WITHHOLDING

The Company must report annually to the Service and to each Non-U.S. Holder
any dividend income that is subject to withholding, or that is exempt from U.S.
withholding tax pursuant to a tax treaty. Copies of these information returns
may also be made available under the provisions of a specific treaty of
agreement to the tax authorities of the country in which the Non-U.S. Holder
resides.

The payment of proceeds from the disposition of Common Stock to or through
the United States office of any broker, U.S. or foreign, will be subject to
information reporting and possible backup withholding unless the owner certifies
as to its non-U.S. status under penalty of perjury or otherwise establishes its
entitlement to an exemption from information reporting and backup withholding,
provided that the broker does not have actual knowledge that the holder is a
U.S. person or that the conditions of an exemption are not, in fact, satisfied.
The payment of proceeds from the disposition of Common Stock to or through a
non-U.S. office, of a non-U.S. broker that is not a "U.S. related person" will
not be subject to information reporting or backup withholding. For this purpose,
a "U.S. related person" is a foreign person with one or more of certain
enumerated relationships with the United States.

In the case of the payment of proceeds from the disposition of Common Stock
to or through a non-U.S. office of a broker that is either a U.S. person or a
U.S. related person, the regulations require information reporting on the
payment unless the broker has documentary evidence in its files that the owner
is a Non-U.S. Holder and the broker has no knowledge to the contrary. Backup
withholding will not apply to payments made through the foreign office of a
broker that is not a U.S. person or a U.S. related person (absent actual
knowledge that the payee is a U.S. person).

Any amounts withheld under the backup withholding rules from a payment of a
Non-U.S. Holder will be allowed as a refund or a credit against such Non-U.S.
Holder's U.S. federal income tax liability provided the requisite procedures are
followed.

Recently promulgated Treasury Regulations, which will be effective for
payments made after December 31, 1998, make certain modifications to the
withholding, backup withholding and information procedures applicable to
non-U.S. Holders. Prospective investors should consult their tax advisors
regarding applicable requirements of backup withholding and information
reporting.

55
<PAGE>
UNDERWRITING

Subject to the terms and conditions set forth in the U.S. Underwriting
Agreement, the Underwriters named below (the "U.S. Underwriters"), through their
representatives, BT Alex. Brown Incorporated and SBC Warburg Dillon Read Inc.
(together, the "Representatives"), have severally agreed to purchase from the
Selling Stockholders, the following respective numbers of shares of Common Stock
at the public offering price less the underwriting discounts and commissions
shown on the cover page of this Prospectus:

<TABLE>
<CAPTION>
NUMBER OF
U.S. UNDERWRITERS SHARES
- -------------------------------------------------------------------------------- ------------
<S> <C>
BT Alex. Brown Incorporated.....................................................
SBC Warburg Dillon Read Inc.....................................................

------------
Total.......................................................................
------------
------------
</TABLE>

Subject to the terms and conditions set forth in the International
Underwriting Agreement, the International Managers named below (the
"International Managers" and, collectively with the U.S. Underwriters, the
"Underwriters"), through their representatives, BT Alex. Brown International, a
division of Bankers Trust International plc, and Swiss Bank Corporation, acting
through its division SBC Warburg Dillon Read (together, the "Lead Managers"),
have severally agreed to purchase from the Selling Stockholders the following
respective numbers of shares of Common Stock at the public offering price less
the underwriting discounts and commissions shown on the cover page of this
Prospectus:

<TABLE>
<CAPTION>
NUMBER OF
INTERNATIONAL MANAGERS SHARES
- --------------------------------------------------------------------------------- ----------
<S> <C>
BT Alex. Brown International, a division of
Bankers Trust International plc................................................
Swiss Bank Corporation, acting through its division
SBC Warburg Dillon Read........................................................

----------
Total........................................................................
----------
----------
</TABLE>

The U.S. Underwriting Agreement and the International Underwriting Agreement
(collectively, the "Underwriting Agreements") provide that the obligations of
the Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase the total number of shares of Common Stock offered
hereby if any of such shares are purchased.

The Selling Stockholders have been advised by the Representatives and Lead
Managers that the Underwriters propose to offer the shares of Common Stock to
the public at the initial public offering price set forth on the cover page of
this Prospectus and to certain dealers at such price less a concession not in
excess of $ per share. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $ per share to certain other dealers.
After commencement of the initial public offering, this offering price and other
selling terms may be changed by the Representatives and Lead Managers.

Certain stockholders of the Company have granted the Underwriters options,
exercisable not later than 30 days after the date of this Prospectus, to
purchase up to 1,991,276 additional shares of Common Stock at the initial public
offering price set forth on the cover page of the Prospectus. To the extent that
the

56
<PAGE>
Underwriters exercise such options, each U.S. Underwriter or International
Manager, as the case may be, will have a firm commitment to purchase
approximately the same percentage thereof that the number of shares of Common
Stock to be purchased by it shown in the above table bears to the initial
commitment of the U.S. Underwriters or International Managers, as the case may
be, as indicated in the preceding tables, and the stockholders granting such
option will be obligated, pursuant to such option, to sell such shares to the
Underwriters. The U.S. Underwriters and International Managers may exercise such
option only to cover over-allotments made in connection with the sale of the
shares of Common Stock offered pursuant to the U.S. Offering and the
International Offering. If purchased, the Underwriters will offer such
additional shares on the same terms as those on which the shares are being
offered in the U.S. Offering and the International Offering.

To facilitate this offering of the Common Stock, the Underwriters may engage
in transactions that stabilize, maintain or otherwise affect the market price of
the Common Stock. Specifically, the Underwriters may over-allot shares of the
Common Stock in connection with this Offering, thereby creating a short position
in the Underwriters' syndicate account. Additionally, to cover such
over-allotments or to stabilize the market price of the Common Stock, the
Underwriters may bid for, and purchase, shares of Common Stock in the open
market. Any of these activities may maintain the market price of the Common
Stock at a level above that which might otherwise prevail in the open market.
The Underwriters are not required to engage in these activities, and, if
commenced, any such activities may be discontinued at any time. The
Representatives, on behalf of the U.S. Underwriters, and the Lead Managers, on
behalf of the International Managers, also may reclaim selling concessions
allowed to an Underwriter or dealer if the syndicate repurchases shares of
Common Stock distributed by that Underwriter or dealer.

The Underwriting Agreement contains covenants of indemnity and contribution
among the Underwriters, the Company and the Selling Stockholders regarding
certain liabilities, including liabilities under the Securities Act.

The Company, its directors and executive officers and current stockholders
have agreed not to offer, sell or otherwise dispose of any shares of Common
Stock, except upon the exercise of currently outstanding stock options, for a
period of 180 days from the date of this Prospectus without the prior written
consent of BT Alex. Brown Incorporated.

The Representatives and Lead Managers have advised the Company and the
Selling Stockholders that the Underwriters do not intend to confirm sales to any
account over which they exercise discretionary authority.

Pursuant to an Agreement between the U.S. Underwriters and the International
Managers (the "Agreement Between Syndicates"), each U.S. Underwriter has agreed
that, as part of the distribution of the 11,276,858 shares offered in the United
States and Canada pursuant to the U.S. Offering, (i) it is not purchasing any
such shares for the account of anyone other than a U.S. or Canadian Person (as
defined below) and (ii) it has not offered or sold, and will not offer, sell,
resell or deliver, directly or indirectly, any of such shares or distribute any
prospectus relating to the U.S. Offering outside the United States and Canada or
to anyone other than a U.S. or Canadian Person. In addition, each International
Manager has agreed that, as part of the distribution of the 2,000,000 shares
offered outside the United States and Canada pursuant to the International
Offering, (i) it is not purchasing such shares for the account of any U.S. or
Canadian Person and (ii) it has not offered or sold, and will not offer, sell,
resell or deliver, directly or indirectly, any of such shares or distribute any
prospectus relating to the International Offering in the United States and
Canada or to any U.S. or Canadian Person.

The foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the Underwriting Agreements and the
Agreement Between Syndicates, including (i) certain purchases and sales between
the U.S. Underwriters and the International Managers, (ii) certain offers,
sales, resales, deliveries or distributions to or through investment advisors or
other persons exercising investment discretion, (iii) purchases, offers or sales
by a U.S. Underwriter who is also acting as an International Manager or by an
International Manager who is also acting as a U.S. Underwriter, and

57
<PAGE>
(iv) other transactions specifically approved by the Representatives and Lead
Managers. As used herein, "U.S. or Canadian Person" means any resident or
national of the United States or Canada, any corporation, partnership or other
entity created or organized in or under the laws of the United States or Canada
(other than the foreign branch of any U.S. or Canadian Person), or any state or
trust the income of which is subject to United States or Canadian income
taxation regardless of the source of its income, and includes any United States
of Canadian branch of a person other than a U.S. or Canadian Person.

Each International Manager has represented and agreed that (i) it has not
offered or sold, and will not offer or sell, any shares of Common Stock to
persons in the United Kingdom other than to persons whose ordinary business it
is to acquire, hold, manage or dispose of investments (as principal or agent),
except under circumstances which do not constitute an offer to the public in the
United Kingdom within the meaning of the Public Offers of Securities Regulations
1995 (the "Regulations"), (ii) it has complied with and will continue to comply
with all applicable provisions of the Financial Services Act 1986 and the
Regulations with respect to anything done by it in relation to the shares of
Common Stock in, from or otherwise involving the United Kingdom, and (iii) it
has issued or passed on, and will only issue or pass on, to any person in the
United Kingdom any document received by it in connection with the offer of the
shares of Common Stock if that person is of a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1995, or is a person to whom such document may otherwise lawfully be issued or
passed on.

Purchasers of the shares of Common Stock offered hereby may be required to
pay stamp taxes and other charges in accordance with the laws and practices of
the country of purchase in addition to the offering price set forth on the cover
page of this Prospectus.

Pursuant to the Agreement Between Syndicates, sales may be made between the
U.S. Underwriters and the International Managers of such number of shares of
Common Stock as may be mutually agreed. The price of any shares sold shall be
the public offering price as then in effect for shares being sold by the
Underwriters less all or any part of the selling concession, unless otherwise
determined by mutual agreement. To the extent that there are sales between the
U.S. Underwriters and International Managers pursuant to the Agreement Between
Syndicates, the number of shares initially available for sale by the U.S.
Underwriters and the International Managers may be more or less than the number
of shares appearing on the cover page of this Prospectus.

Prior to the Offering, there has been no public market for the Common Stock.
Consequently, the initial public offering price for the Common Stock was
determined by negotiation among the Company, the Selling Stockholders, the
Representatives and Lead Managers. Among the factors considered in such
negotiations were market conditions, the results of operations of the Company in
recent periods, the market capitalizations and stages of development of other
companies which the Company, the Representatives and Lead Managers believe to be
comparable to the Company, estimates of the business potential of the Company,
the state of the Company's development and other factors deemed relevant.

Bankers Trust Company, an affiliate of BT Alex. Brown Incorporated, one of
the Representatives, is the Agent and a lender under the Credit Agreement. In
addition, BT Investments will sell its interest in the Company to the extent the
Underwriters exercise the over-allotment option.

58
<PAGE>
LEGAL MATTERS

Certain legal matters in connection with the Offering will be passed upon
for the Company and the Selling Stockholders by Weil, Gotshal & Manges LLP, New
York, New York. Robert Todd Lang, the sole shareholder of a professional
corporation which is a partner of Weil, Gotshal & Manges LLP, is a limited
partner of Odyssey and, accordingly, has a fractional undivided interest in the
Common Stock of the Company owned by Odyssey. Certain legal matters in
connection with the Offering will be passed upon for the Underwriters by Piper &
Marbury L.L.P., Baltimore, Maryland.

EXPERTS

The audited financial statements included in this Prospectus and elsewhere
in the Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission in
Washington, D.C. a Registration Statement on Form S-1 (together with all
amendments thereto, the "Registration Statement"), under the Securities Act with
respect to the shares of Common Stock offered hereby. This Prospectus does not
contain all the information set forth in the Registration Statement and the
exhibits and schedules filed therewith, certain portions of which have been
omitted as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock offered hereby,
reference is hereby made to the Registration Statement and to the exhibits and
schedules filed therewith. Statements contained in this Prospectus regarding the
contents of any contract or other document referred to are not necessarily
complete and, in each instance, reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement, each such
statement being deemed to be qualified in its entirety by such reference. The
Registration Statement, including all exhibits and schedules thereto, may be
inspected without charge at the principal office of the Commission located at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Midwest Regional
Office of the Commission located at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and at the Northeast Regional office of
the Commission located at Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Room 1204, Washington, D.C.
20549, at prescribed rates. The Commission also maintains an Internet web site
that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission. The address of
that site is http://www.sec.gov.

Prior to filing the Registration Statement of which this Prospectus is a
part, the Company was not subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Upon effectiveness of the Registration Statement, the Company will become
subject to the informational and periodic reporting requirements of the Exchange
Act, and in accordance therewith, will file periodic reports, proxy statements,
and other information with the Commission. Such periodic reports, proxy
statements, and other information will be available for inspection and copying
at the public reference facilities and other regional offices referred to above.
The Company intends to register the securities offered by the Registration
Statement under the Exchange Act simultaneously with the effectiveness of the
Registration Statement and to furnish its stockholders with annual reports
containing audited financial statements and such other reports as may be
required from time to time by law and applicable stock exchange rules.

59
<PAGE>
TRISTAR AEROSPACE CO.
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
TRISTAR AEROSPACE CO.:

Report of Independent Public Accountants................................................................... F-2

Consolidated Balance Sheets--December 31, 1997 (unaudited) and September 30, 1997 and 1996................. F-3

Consolidated Statements of Operations--Three Months Ended December 31, 1997 and 1996 (unaudited), Year
Ended September 30, 1997 and Period from Inception (August 21, 1996) to September 30, 1996............... F-4

Consolidated Statements of Stockholders' Equity--Three Months Ended December 31, 1997 (unaudited), Year
Ended September 30, 1997 and Period from Inception (August 21, 1996) to September 30, 1996............... F-5

Consolidated Statements of Cash Flows--Three Months Ended December 31, 1997 and 1996 (unaudited), Year
Ended September 30, 1997 and Period from Inception (August 21, 1996) to September 30, 1996............... F-6

Notes to Consolidated Financial Statements................................................................. F-7

TRI-STAR AEROSPACE, INC. AND SUBSIDIARY (PREDECESSOR):

Report of Independent Public Accountants................................................................... F-17

Combined Statements of Operations--Period Ended September 19, 1996 and Year Ended December 31, 1995........ F-18

Combined Statements of Cash Flows--Period Ended September 19, 1996 and Year Ended December 31, 1995........ F-19

Notes to Combined Financial Statements..................................................................... F-20

AVIALL AEROSPACE BUSINESS UNIT OF AVIALL SERVICES, INC.:

Report of Independent Public Accountants................................................................... F-23

Statements of Operating Income (Loss)--Period Ended September 19, 1996 and Year Ended December 31, 1995.... F-24

Statements of Cash Flows--Period Ended September 19, 1996 and Year Ended December 31, 1995................. F-25

Notes to Financial Statements.............................................................................. F-26
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
of TriStar Aerospace Co.:

We have audited the accompanying consolidated balance sheets of TriStar
Aerospace Co. (a Delaware corporation) and subsidiaries as of September 30, 1997
and 1996, and the related consolidated statements of operations, stockholders'
equity and cash flows for the year ended September 30, 1997, and the period from
inception (August 21, 1996) to September 30, 1996. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TriStar Aerospace Co. and
subsidiaries as of September 30, 1997 and 1996, and the results of their
operations and their cash flows for the year ended September 30, 1997, and the
period from inception to September 30, 1996 in conformity with generally
accepted accounting principles.

ARTHUR ANDERSEN LLP

Tulsa, Oklahoma

November 26, 1997 (except with
respect to the matters discussed in
Note 10, as to which the date is
February 11, 1998)

F-2
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
SEPTEMBER 30,
DECEMBER 31, ------------------
1997 1997 1996
------------ -------- --------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash....................................... $ 3,201 $ 4,764 $ 1,522
Accounts receivable, net................... 28,824 24,305 16,470
Inventories, net........................... 76,214 69,085 68,521
Prepaid expenses........................... 394 149 98
Deferred tax asset......................... 1,518 1,377 --
------------ -------- --------
Total current assets................. 110,151 99,680 86,611

PROPERTY AND EQUIPMENT, net.................. 1,760 1,623 1,124

INTANGIBLES AND OTHER ASSETS, net............ 8,757 8,932 9,481
------------ -------- --------
$120,668 $110,235 $ 97,216
------------ -------- --------
------------ -------- --------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt....... $ 500 $ 500 $ 1,500
Accounts payable........................... 22,123 18,308 12,819
Income taxes payable....................... 3,305 1,573 178
Accrued liabilities........................ 5,705 7,695 7,811
------------ -------- --------
Total current liabilities............ 31,633 28,076 22,308
------------ -------- --------
LONG-TERM DEBT, less current maturities...... 52,000 49,000 55,500
------------ -------- --------
COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS' EQUITY, per accompanying
statements:
Preferred stock, $.01 par value, 10,000,000
shares authorized........................ -- -- --
Common stock, $.01 par value, 40,000,000
shares authorized........................ 166 166 151
Additional paid-in capital................. 21,455 21,101 18,968
Retained earnings.......................... 15,414 11,892 289
------------ -------- --------
Total stockholders' equity........... 37,035 33,159 19,408
------------ -------- --------
$120,668 $110,235 $ 97,216
------------ -------- --------
------------ -------- --------
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-3
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED PERIOD ENDED
ENDED DECEMBER 31, SEPTEMBER TO SEPTEMBER
------------------------ 30, 30,
1997 1996 1997 1996
----------- ----------- ----------- ---------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
REVENUES:
Product sales............................. $ 42,268 $ 30,663 $ 139,260 $ 3,488
Inventory management service fees......... 367 303 1,459 67
----------- ----------- ----------- ------
42,635 30,966 140,719 3,555

COSTS OF GOODS SOLD......................... 29,416 21,008 96,393 2,442
----------- ----------- ----------- ------
Gross profit.............................. 13,219 9,958 44,326 1,113

SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES.................................. 6,040 4,447 21,048 463
COMPENSATION EXPENSE OF STOCK OPTIONS....... 354 -- -- --
----------- ----------- ----------- ------
Operating income.......................... 6,825 5,511 23,278 650

INTEREST AND OTHER:
Interest expense.......................... 1,204 1,547 5,263 184
Other income.............................. (51) -- (147) --
----------- ----------- ----------- ------
Income before taxes....................... 5,672 3,964 18,162 466

PROVISION FOR INCOME TAXES.................. 2,150 1,520 6,559 177
----------- ----------- ----------- ------
NET INCOME.................................. $ 3,522 $ 2,444 $ 11,603 $ 289
----------- ----------- ----------- ------
----------- ----------- ----------- ------
EARNINGS PER SHARE (Note 2):
Basic..................................... $ 0.21 $ 0.16 $ 0.73 $ 0.02
----------- ----------- ----------- ------
----------- ----------- ----------- ------
Diluted................................... $ 0.19 $ 0.16 $ 0.70 $ 0.02
----------- ----------- ----------- ------
----------- ----------- ----------- ------
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic..................................... 16,583 15,118 15,897 15,118
----------- ----------- ----------- ------
----------- ----------- ----------- ------
Diluted................................... 18,158 15,118 16,509 15,118
----------- ----------- ----------- ------
----------- ----------- ----------- ------
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-4
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
---------------------- PAID-IN RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
--------- ----------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C>
INCEPTION, August 21, 1996............................... -- $ -- $ -- $ -- $ --

INITIAL CONTRIBUTION OF CAPITAL.......................... 14,328 143 20,108 -- 20,251

EQUITY TRANSACTION EXPENSES.............................. -- -- (1,132) -- (1,132)

STOCK ISSUED FOR SERVICES (Note 8)....................... 790 8 (8) -- --

NET INCOME............................................... -- -- -- 289 289
--------- ----- ----------- --------- ------------
BALANCE, September 30, 1996.............................. 15,118 151 18,968 289 19,408

ISSUANCE OF STOCK........................................ 797 8 1,160 -- 1,168

CONVERSION OF NOTE PAYABLE............................... 682 7 993 -- 1,000

PURCHASE OF STOCK........................................ (14) -- (20) -- (20)

NET INCOME............................................... -- -- -- 11,603 11,603
--------- ----- ----------- --------- ------------
BALANCE, September 30, 1997.............................. 16,583 166 21,101 11,892 33,159

COMPENSATION EXPENSE FOR STOCK OPTIONS -- -- 354 -- 354

NET INCOME (unaudited)................................... -- -- -- 3,522 3,522
--------- ----- ----------- --------- ------------
BALANCE, December 31, 1997 (unaudited)................... 16,583 $ 166 $ 21,455 $ 15,414 $ 37,035
--------- ----- ----------- --------- ------------
--------- ----- ----------- --------- ------------
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-5
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED DECEMBER 31, YEAR ENDED PERIOD ENDED
------------------------ SEPTEMBER TO SEPTEMBER
1997 1996 30, 1997 30, 1996
----------- ----------- ------------ ---------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................... $ 3,522 $ 2,444 $ 11,603 $ 289
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities, net of acquisitions--
Depreciation and amortization............... 354 278 1,031 27
Provision for doubtful accounts............. 15 -- 549 --
Provision for excess and obsolete
inventories............................... 707 502 2,338 --
Deferred income taxes....................... (141) -- (1,377) --
Compensation expense for stock options 354 -- -- --
Changes in operating assets and liabilities--
Increase in accounts receivable............. (4,534) (2,012) (8,384) (1,375)
Increase in inventories..................... (7,836) (520) (2,902) (330)
(Increase) decrease in prepaid expenses and
other..................................... (217) (85) (60) 169
Increase (decrease) in accounts payable..... 3,815 554 5,489 (304)
Increase in income taxes payable............ 1,732 1,453 1,395 177
Decrease in accrued liabilities............. (1,990) (153) (116) (872)
----------- ----------- ------------ ---------------
Net cash provided by (used in) operating
activities.............................. (4,219) 2,461 9,566 (2,219)
----------- ----------- ------------ ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.......................... (344) (74) (972) (3)
Acquisitions, net of cash acquired............ -- -- -- (70,066)
----------- ----------- ------------ ---------------
Net cash used in investing activities..... (344) (74) (972) (70,069)
----------- ----------- ------------ ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of stock............................. -- -- 1,168 20,251
Equity transaction expenses................... -- -- -- (1,132)
Loan acquisition costs........................ -- -- -- (2,309)
Proceeds from initial borrowings.............. -- -- -- 55,000
Borrowings on revolving facility.............. 3,000 3,000 11,700 2,000
Payments on revolving facility................ -- (5,000) (17,700) --
Payments on term note borrowings.............. -- -- (500) --
Purchase of stock............................. -- -- (20) --
----------- ----------- ------------ ---------------
Net cash provided by (used in) financing
activities.............................. 3,000 (2,000) (5,352) 73,810
----------- ----------- ------------ ---------------
NET INCREASE (DECREASE) IN CASH................. (1,563) 387 3,242 1,522
CASH, beginning of period....................... 4,764 1,522 1,522 --
----------- ----------- ------------ ---------------
CASH, end of period............................. $ 3,201 $ 1,909 $ 4,764 $ 1,522
----------- ----------- ------------ ---------------
----------- ----------- ------------ ---------------
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest........................ $ 1,239 $ 936 $ 4,385 $ 174
Cash paid for income taxes.................... 559 -- 6,539 --
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-6
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED AS TO INFORMATION FOR DECEMBER 31, 1997)

1. ORGANIZATION AND BUSINESS:

TriStar Aerospace Co. (formerly Maple Leaf Aerospace, Inc.--see Note 10) and
subsidiaries (the Company) is a single-source distributor of aerospace
fasteners, fittings and other related hardware, and is a provider of customized
inventory management services. The Company's major products include fasteners
(bolts, nuts, pins, washers, screws and rivets), fluid and hydraulic systems
parts (fittings, couplings and valves), bearings and related aerospace hardware.
The Company's inventory management services provide a comprehensive and flexible
outsourcing program under which the Company provides some or all of the material
management functions necessary to procure and manage aerospace hardware for its
customers. The Company has over 2,000 customers which include original equipment
manufacturers of aircraft and aircraft components, commercial airlines and
aircraft maintenance, repair and overhaul facilities.

The Company was formed on August 21, 1996, and began operations on September
19, 1996, when it acquired Tri-Star Aerospace, Inc. and its subsidiary
(Predecessor) and the Aviall Aerospace Business Unit of Aviall Services, Inc.
and Aviall (Canada) Ltd. (Aviall Aerospace). The Company acquired the
outstanding stock of Predecessor for $31.8 million, including $3 million of
contingent consideration and assumption of $20.6 million of Predecessor debt.
The contingent consideration was placed in escrow and is payable to the former
shareholders of Predecessor on September 19, 1999, to the extent that such
amount is not due the Company to satisfy certain indemnifications given the
Company by the former Predecessor shareholders (see Note 6). Simultaneous with
the acquisition of Predecessor, the Company acquired the assets of Aviall
Aerospace for cash of $18.6 million and assumption of $3.2 million of accounts
payable.

The acquisitions have been accounted for by the purchase method of
accounting and, accordingly, the purchase prices have been allocated to assets
acquired and liabilities assumed based on the fair market values at the date of
acquisition. The excess of purchase price over the fair market values of the net
assets acquired has been recorded as goodwill.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

The consolidated financial statements include accounts of TriStar Aerospace
Co. and its subsidiaries. TriStar Aerospace Co. is a holding company and all
assets and liabilities as well as results of operations of the Company are
recorded through its wholly-owned operating subsidiaries. The assets of the
holding company consist solely of the outstanding stock of the operating
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

F-7
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED AS TO INFORMATION FOR DECEMBER 31, 1997)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
DECEMBER 31, --------------------
1997 1997 1996
------------ --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Accounts receivable...................................... $ 29,387 $ 24,854 $ 16,470
Less--allowance for doubtful accounts.................... 563 549 --
------------ --------- ---------
$ 28,824 $ 24,305 $ 16,470
------------ --------- ---------
------------ --------- ---------
</TABLE>

INVENTORIES

Inventories are stated at the lower of cost (specific identification method)
or market and consist of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
DECEMBER 31, --------------------
1997 1997 1996
------------ --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Inventories.............................................. $ 79,253 $ 71,417 $ 68,521
Less--allowance for excess and obsolete
inventories............................................ 3,039 2,332 --
------------ --------- ---------
$ 76,214 $ 69,085 $ 68,521
------------ --------- ---------
------------ --------- ---------
</TABLE>

Adjustments to the allowance for excess and obsolete inventories consist of
the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
DECEMBER 31, --------------------
1997 1997 1996
------------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance, beginning of period............................... $ 2,332 $ -- $ --
Provision for excess and obsolete inventories.............. 707 2,338 --
Inventories written off.................................... -- (6) --
------ --------- ---------
Balance, end of period..................................... $ 3,039 $ 2,332 --
------ --------- ---------
------ --------- ---------
</TABLE>

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and consist of leasehold
improvements, computer hardware and software, furniture and fixtures, machinery,
equipment and automobiles. Maintenance, repairs and betterments, including
replacement of minor items of physical properties, are charged to expense; major
additions to physical properties are capitalized. Property and equipment are
depreciated using the straight-line method over the estimated useful lives
ranging from three to fifteen years. Accumulated depreciation was approximately
$693,000 at December 31, 1997, and $483,000 and $11,000 at September 30, 1997
and 1996, respectively.

F-8
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED AS TO INFORMATION FOR DECEMBER 31, 1997)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
INTANGIBLES AND OTHER ASSETS

Intangibles and other assets are stated at cost net of amortization computed
on the straight-line and effective interest methods. Components and useful lives
of intangibles and other assets are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30,
DECEMBER 31, --------------------
1997 1997 1996
------------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Goodwill (30 years)......................................... $ 7,111 $ 7,111 $ 7,111
Loan acquisition costs (7 years)............................ 2,309 2,309 2,309
Other....................................................... 59 87 78
------ --------- ---------
9,479 9,507 9,498
Less--accumulated amortization.............................. 722 575 17
------ --------- ---------
$ 8,757 $ 8,932 $ 9,481
------ --------- ---------
------ --------- ---------
</TABLE>

REVENUE RECOGNITION

Revenues are recognized from product sales when the product is shipped and
from inventory management service fees when the services are provided.

SEGMENT INFORMATION

During the year ended September 30, 1997, the Company had domestic revenues
of $121.5 million, export revenues of $12.1 million and revenues from foreign
operations of $7.1 million.

INCOME TAXES

The Company accounts for income taxes under Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes," which
requires the asset and liability method of accounting for income taxes. The
differences between the financial statement and tax bases of assets and
liabilities are determined annually. Deferred income tax assets and liabilities
are computed for those differences using currently enacted tax laws and rates
that apply to the periods in which they are expected to affect taxable income.

EARNINGS PER SHARE

The Company adopted SFAS No. 128, "Earnings Per Share," effective December
31, 1997, and all earnings per share amounts disclosed herein have been
calculated under the provisions of SFAS No. 128. Basic earnings per common share
were computed by dividing net income by the weighted average number

F-9
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED AS TO INFORMATION FOR DECEMBER 31, 1997)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
of shares of common stock outstanding during the reporting period. A
reconciliation of net income and weighted average shares used in computing basic
and diluted earnings per share is as follows:

<TABLE>
<CAPTION>
THREE-MONTHS
ENDED
DECEMBER 31, YEAR ENDED PERIOD ENDED
-------------------- SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1997 1996
--------- --------- ------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Basic earnings per share:
Net income................................ $ 3,522 $ 2,444 $ 11,603 $ 289
--------- --------- ------------- -------------
--------- --------- ------------- -------------
Weighted average common shares............ 16,583 15,118 15,897 15,118
--------- --------- ------------- -------------
--------- --------- ------------- -------------
Basic earnings per common share........... $ 0.21 $ 0.16 $ 0.73 $ 0.02
--------- --------- ------------- -------------
--------- --------- ------------- -------------
Diluted earnings per share:
Net income................................ $ 3,522 $ 2,444 $ 11,603 $ 289
--------- --------- ------------- -------------
--------- --------- ------------- -------------
Weighted average common shares............ 16,583 15,118 15,897 15,118
Dilutive effect of stock options.......... 1,575 -- 612 --
--------- --------- ------------- -------------
Weighted average common shares, assuming
dilutive effect of stock options........ 18,158 15,118 16,509 15,118
--------- --------- ------------- -------------
--------- --------- ------------- -------------
Diluted earnings per common share......... $ 0.19 $ 0.16 $ 0.70 $ 0.02
--------- --------- ------------- -------------
--------- --------- ------------- -------------
</TABLE>

3. CONCENTRATION OF BUSINESS RISK:

The Company serves the aerospace industry and grants unsecured credit to its
customers. Management's periodic evaluation of the adequacy of the allowance for
doubtful accounts is based on management's estimates of the creditworthiness of
its customers, the Company's past loss experience, known and inherent risks in
the customer base, adverse situations that may affect the customer's ability to
repay and current economic conditions. These estimates are reviewed periodically
and as adjustments become necessary, they are reported in earnings in the
periods in which they become known.

The Company provides a reserve for potentially excess and obsolete
inventory. This reserve is based on management's estimates of future sales
projections in the aerospace industry and its place in the industry, sales
price, available customers and age of the inventory. This reserve is reviewed
periodically and as adjustments become necessary, they are reported in earnings
in the periods in which they become known.

F-10
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED AS TO INFORMATION FOR DECEMBER 31, 1997)

4. LONG-TERM DEBT:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
DECEMBER 31, --------------------
1997 1997 1996
------------ --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
$30 million revolving credit facility, matures September
19, 2001, interest payable quarterly at the Bankers
Trust Base Rate plus a spread (10% at September 30,
1997), mandatory principal reductions of $15 million in
September 2000 and 2001................................ $ 3,000 $ -- $ 6,000

Bank term note, matures September 30, 2003, interest
payable quarterly at the Eurodollar rate plus a spread
(9% at September 30, 1997), principal payments of $0.5
million due annually September 1998 through 2002 with
the balance due at maturity............................ 49,500 49,500 50,000

Convertible note payable................................. -- -- 1,000
------------ --------- ---------
52,500 49,500 57,000
Current maturities of long-term debt..................... 500 500 1,500
------------ --------- ---------
$ 52,000 $ 49,000 $ 55,500
------------ --------- ---------
------------ --------- ---------
</TABLE>

Future maturities of long-term debt at September 30, 1997 were as follows
(in thousands):

<TABLE>
<CAPTION>
<S> <C>
1998............................................................................... $ 500
1999............................................................................... 500
2000............................................................................... 500
2001............................................................................... 500
2002............................................................................... 500
Thereafter......................................................................... 47,000
---------
49,500
Current maturities of long-term debt............................................... 500
---------
$ 49,000
---------
---------
</TABLE>

The revolving facility and term note provide for borrowings up to $80
million. All of the Company's debt is borrowed by an operating subsidiary and is
collateralized by substantially all assets of the operating subsidiaries of the
Company. The debt is subject to certain financial covenants and restricts
dividends or loans by the operating subsidiaries to the holding company. At
September 30, 1997, the Company was in compliance with the covenants.

During 1997, the majority shareholder converted a $1 million
noninterest-bearing note into 682,244 shares of Company stock. The conversion
was treated as a noncash transaction for purposes of the consolidated statement
of cash flows.

F-11
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED AS TO INFORMATION FOR DECEMBER 31, 1997)

4. LONG-TERM DEBT: (CONTINUED)
Subsequent to year end, the revolving facility and term note agreement was
amended to adjust certain financial covenants and reduce the interest rate
spreads applicable to each of the facilities which vary depending on the
Company's leverage ratio.

Based on the borrowing rates currently available to the Company for bank
loans with similar terms and average maturities, the fair value of the long-term
debt approximates the carrying value.

5. INCOME TAXES:

The provision for income taxes includes the following components for the
periods ended September 30:

<TABLE>
<CAPTION>
1997 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Federal:
Current.............................................................................. $ 6,714 $ 149
Deferred............................................................................. (1,236) --
State:
Current.............................................................................. 1,222 28
Deferred............................................................................. (141) --
--------- ---------
Provision for income taxes............................................................. $ 6,559 $ 177
--------- ---------
--------- ---------
</TABLE>

The provision for income taxes was at an effective rate of 36 percent and 38
percent in 1997 and 1996, respectively. The following reconciles the provision
for income taxes included in the consolidated statements of income with the
provision which would result from the application of the statutory federal tax
rate to pretax federal income:

<TABLE>
<CAPTION>
1997 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Expected provision at federal statutory rate of 35% and 34% for 1997 and 1996,
respectively......................................................................... $ 6,357 $ 159
Increase (decrease) resulting from:
State income taxes, net of federal income tax benefit................................ 726 18
Issuance of stock as consideration................................................... (452) --
Other................................................................................ (72) --
--------- ---------
Provision for income taxes............................................................. $ 6,559 $ 177
--------- ---------
--------- ---------
</TABLE>

The Company's net deferred tax asset was as follows at September 30, 1997
(in thousands):

<TABLE>
<S> <C> <C>
Inventory valuation reserves............................... $ 912
Accrued compensation....................................... 138
Accounts receivable valuation reserves..................... 182
Accrued professional fees.................................. 76
Other...................................................... 69
---------
Net deferred tax asset................................... $ 1,377
---------
---------
</TABLE>

F-12
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED AS TO INFORMATION FOR DECEMBER 31, 1997)

6. COMMITMENTS AND CONTINGENCIES:

OPERATING LEASES

The Company leases office and warehouse facilities and certain computer
equipment under operating leases expiring from December 1997 to April 2002.
Future minimum annual lease commitments at September 30, 1997 are approximately
as follows (in thousands):

<TABLE>
<S> <C>
1998................................................................ $ 706
1999................................................................ 465
2000................................................................ 309
2001................................................................ 71
2002................................................................ 57
Thereafter.......................................................... 31
---------
$ 1,639
---------
---------
</TABLE>

SALES AND PURCHASE CONTRACTS

The Company is a party to various sales contracts with airlines that require
the Company to provide certain parts at fixed prices. The contracts typically
have a two-year life. Generally, vendor purchases are made under distributorship
agreements which are cancelable upon 30-days notice.

EMPLOYEE BENEFIT PLANS

The Company sponsors a defined contribution profit sharing and 401(k)
savings plan which covers all employees with at least three months of service.
The Company matches 50 percent of employee contributions to the extent that the
employee's contributions do not exceed five percent of defined compensation.
Additional contributions may be made to the plan at the discretion of the Board.
Expenses related to the plan for the year ended September 30, 1997 and the
period ended September 30, 1996 were $110,000 and $2,000, respectively.

The Company has an employees' welfare benefit plan which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The
plan provides death benefits covering substantially all employees of the
Company. The plan requires the Company to contribute to the trust such amounts
as the Board determines necessary to properly fund the benefits payable under
the plan. Expenses related to the plan for the year ended September 30, 1997 and
the period ended September 30, 1996 were $42,000 and $5,000, respectively.

LITIGATION

The Company is the defendant in two separate lawsuits for purchase of a
former Predecessor employee's stock in Predecessor and the rescission of a
certificate for stock in Predecessor. As discussed in Note 1, $3 million of the
purchase price of Predecessor was placed in escrow as indemnification to the
Company by the former shareholders of Predecessor to satisfy the liability, if
any, that the Company must pay. While the amount claimed in the lawsuits is
significant in the aggregate, management believes that the Company's ultimate
liability in excess of the indemnification, if any, will not be material to the
consolidated financial position or results of operations of the Company.

Various other lawsuits, claims and proceedings have been or may be
instituted or asserted against the Company. While the amounts claimed may be
substantial, the ultimate liability cannot now be determined because of the
considerable uncertainties that exist. Therefore, it is possible that results of
operations or

F-13
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED AS TO INFORMATION FOR DECEMBER 31, 1997)

6. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
liquidity in a particular period could be materially affected by certain
contingencies. However, based on facts currently available, management believes
it is remote that the matters pending or asserted will have a materially adverse
effect on the financial position of the Company.

7. SALES TO SIGNIFICANT CUSTOMERS:

During the year ended September 30, 1997, the Company had two customers that
accounted for 24.8 percent and 11.7 percent of consolidated revenues,
respectively.

8. RELATED PARTY TRANSACTIONS:

In conjunction with the acquisitions, an officer of the Company was issued
790,000 shares of common stock as consideration for services rendered in
connection with securing the equity to complete the transaction. The stock
issuance is recorded as a reduction in additional paid-in capital for the par
value of the shares issued in the consolidated statements of stockholders'
equity. This transaction was accounted for as a non-cash financing activity and,
therefore, is not included in the consolidated statement of cash flows.

As compensation for services rendered in coordinating, structuring and
consummating the simultaneous acquisitions of the Predecessor and Aviall
Aerospace, the Company agreed to pay an officer a fee of $2,560,000. The fee was
accrued as part of the purchase price accounting and was included in the
allocation of costs to the fair market value of assets acquired at September 19,
1996. As of September 30, 1997, the Company had paid $51,370 with the balance to
be paid during fiscal 1998.

9. EMPLOYEE STOCK PLANS:

STOCK PURCHASE PLAN

The Company adopted an employee stock purchase plan which reserves 790,000
shares of common stock for issuance to any employee, officer or director at the
discretion of the Board. The number of shares issued to each individual and the
price to be paid for the shares is determined solely by the Board. During 1997,
660,598 shares were issued under the plan at prices which approximated the fair
market value of the Company's stock on the date of commitment to issuance.

STOCK OPTION PLAN

The Company adopted a stock option plan which allows for the issuance of
3,950,000 options to key employees of the Company. The options become available
in equal annual portions through fiscal 2001 based on the attainment of certain
financial performance measures. Once available, 25 percent become vested
immediately, and the remaining options vest ratably over the following three
years. All options which do not become available through the attainment of the
performance measures become available and exercisable in June 2006. Under the
plan, options are to be granted with an exercise price equal to or greater than
the fair market value of the Company's common stock at the date of grant. In
December 1997, 158,000 options were issued to one employee at a discount from
the fair value at the date of grant. Of these shares, 31,600 became immediately
exercisable and the remaining options vest over a four year period or become
immediately exercisable upon the completion of an initial public offering. The
Company has recorded additional compensation of $354,000 in the three month
period ended December 31, 1997, for the discount from the fair value for the
31,600 shares exercisable at the grant date. Compensation expense of $1,416,000
will be recorded when the remaining options vest. All options expire in
September 2006. The

F-14
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED AS TO INFORMATION FOR DECEMBER 31, 1997)

9. EMPLOYEE STOCK PLANS: (CONTINUED)
Company applies fixed plan accounting to the plan as both the number of options
and the exercise price of the options is known at the grant date. A summary of
the Company's stock option activity is as follows:

<TABLE>
<CAPTION>
SHARES WEIGHTED AVERAGE
UNDER PRICE PER
OPTION OPTION
---------- -----------------
<S> <C> <C>
Outstanding, August 21, 1996............................................. -- $ --
Granted, exercise price equal to market price.......................... 2,214,845 1.47
Granted, exercise price exceeds market price........................... 361,820 7.60
---------- -----
Outstanding, September 30, 1996.......................................... 2,576,665 2.33
Granted, exercise price equal to market price.......................... 571,960 1.71
Granted, exercise price exceeds market price........................... 500,545 7.60
---------- -----
Outstanding, September 30, 1997.......................................... 3,649,170 2.96
Granted, exercise price equal to market price.......................... 158,000 3.80
---------- -----
Outstanding, December 31, 1997........................................... 3,807,170 $ 2.99
---------- -----
---------- -----
</TABLE>

The following is a summary of stock options outstanding as of December 31,
1997:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- -------------------------------------------- ------------------------
OPTION REMAINING EXERCISE
OPTIONS EXERCISE CONTRACTUAL OPTIONS PRICE PER
OUTSTANDING PRICE LIFE EXERCISABLE SHARE
- -------------- ----------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
2,715,075 $ 1.47 8.75 242,906 $ 1.47
172,473 2.91 8.75 40,102 2.91
71,730 3.37 8.75 22,920 3.37
158,000 3.80 8.75 31,600 3.80
172,473 5.09 8.75 -- 5.09
172,473 7.34 8.75 -- 7.34
172,473 9.93 8.75 -- 9.93
172,473 12.75 8.75 -- 12.75
- -------------- --- -----------
3,807,170 8.75 337,528
- -------------- --- -----------
- -------------- --- -----------
</TABLE>

The Company adopted the disclosure-only provisions of SFAS 123, "Accounting
for Stock-Based Compensation." Accordingly, no compensation cost has been
recognized for the stock option plan. However, pursuant to the requirements of
SFAS 123, the following disclosures are presented to reflect the Company's pro
forma net income for the year ended September 30, 1997, and the period ended
September 30, 1996, as if the fair value method of accounting prescribed by SFAS
123 had been used. Had compensation cost for the Company's stock option plan
been determined consistent with the provisions of

F-15
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED AS TO INFORMATION FOR DECEMBER 31, 1997)

9. EMPLOYEE STOCK PLANS: (CONTINUED)
SFAS 123, the Company's net income and earnings per share would have been
reduced to the pro forma amounts indicated below:

<TABLE>
<S> <C> <C>
NET INCOME (in thousands): 1997 1996
--------- ---------
As reported....................................................... $ 11,603 $ 289
Pro forma......................................................... 11,474 289

BASIC EARNINGS PER SHARE:
As reported....................................................... $ 0.73 $ 0.02
Pro forma......................................................... 0.72 0.02

DILUTED EARNINGS PER SHARE:
As reported....................................................... $ 0.70 $ 0.02
Pro forma......................................................... $ 0.70 $ 0.02
</TABLE>

The fair value of each option grant is estimated on the date of grant using
the minimum value method with the following assumptions: dividend yield of 0
percent, weighted-average risk-free interest rate of 6.50 percent and 6.63
percent in 1997 and 1996, respectively, and expected lives of ten years.

10. SUBSEQUENT EVENT:

On February 11, 1998, the Company adopted a resolution to change its name
from Maple Leaf Aerospace, Inc. to TriStar Aerospace Co. Such name change has
been reflected herein.

On February 11, 1998, the Company declared a 158 for one stock split. The
earnings per share and share amounts in the consolidated financial statements
and the notes thereto have been restated to reflect the stock split.

F-16
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
of TriStar Aerospace Co.:

We have audited the accompanying combined statements of operations and cash
flows of Tri-Star Aerospace, Inc. (a Florida corporation) and subsidiary and
affiliate for the periods ended September 19, 1996 and December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of Tri-Star
Aerospace, Inc. and subsidiary and affiliate for the periods ended September 19,
1996 and December 31, 1995, in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Tulsa, Oklahoma
January 24, 1997

F-17
<PAGE>
TRI-STAR AEROSPACE, INC. AND SUBSIDIARY

COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD ENDED YEAR ENDED
SEPTEMBER 19, DECEMBER 31,
1996 1995
------------- ------------
<S> <C> <C>
REVENUES............................................................................ $ 55,186 $ 65,579

COST OF GOODS SOLD.................................................................. 39,490 46,763
------------- ------------
Gross profit...................................................................... 15,696 18,816

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................................ 8,897 12,488
------------- ------------
Operating income.................................................................. 6,799 6,328

INTEREST EXPENSE.................................................................... 1,512 2,251

OTHER INCOME........................................................................ (19) (27)
------------- ------------
Net income........................................................................ $ 5,306 $ 4,104
------------- ------------
------------- ------------
</TABLE>

The accompanying notes are an integral part of these statements.

F-18
<PAGE>
TRI-STAR AEROSPACE, INC. AND SUBSIDIARY

COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD ENDED YEAR ENDED
SEPTEMBER 19, DECEMBER 31,
1996 1995
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................................................ $ 5,306 $ 4,104
Adjustments to reconcile net income to net cash provided by (used in) operating
activities--
Depreciation and amortization................................................... 356 480
Provision for excess and obsolete inventories................................... 1,961 1,850
Payment of dividends to minority interest owners................................ (272) --
Changes in operating assets and liabilities--
Increase in accounts receivable................................................. (499) (2,613)
Increase in inventories......................................................... (541) (8,548)
(Increase) decrease in prepaid expenses and other............................... (163) 27
Increase in trade accounts payable.............................................. 1,991 727
Increase (decrease) in integrated supply program contract payable............... 625 (202)
Increase in accrued liabilities................................................. 292 658
------------- ------------
Net cash provided by (used in) operating activities......................... 9,056 (3,517)
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Repayment of notes receivable..................................................... 121 700
Capital expenditures.............................................................. (190) (381)
------------- ------------
Net cash provided by (used in) investing activities......................... (69) 319
------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings.......................................................... 18,754 43,235
Payments on debt.................................................................. (23,294) (38,876)
Proceeds from borrowings from stockholder......................................... -- 500
Payments on debt to stockholder................................................... -- (500)
Distributions to stockholders..................................................... (3,832) (2,180)
Proceeds from other note.......................................................... -- 1,000
------------- ------------
Net cash provided by (used in) financing activities......................... (8,372) 3,179
------------- ------------

NET INCREASE (DECREASE) IN CASH..................................................... 615 (19)

CASH, beginning of period........................................................... 131 150
------------- ------------
CASH, end of period................................................................. $ 746 $ 131
------------- ------------
------------- ------------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest............................................................ $ 1,646 $ 2,200
------------- ------------
------------- ------------
</TABLE>

The accompanying notes are an integral part of these statements.

F-19
<PAGE>
TRI-STAR AEROSPACE, INC. AND SUBSIDIARY

NOTES TO COMBINED FINANCIAL STATEMENTS

1. ORGANIZATION AND BUSINESS:

Tri-Star Aerospace, Inc. and subsidiary (the Company) is a single-source
distributor of aerospace fasteners, fittings, and other related hardware. The
Company's major products include fasteners (bolts, nuts, pins, washers, screws,
rivets), fluid and hydraulic systems parts (fittings, couplings, valves),
bearings and related aerospace hardware. The Company has over 2,000 customers
which include original equipment manufacturers of aircraft and aircraft
components, commercial airlines and aircraft maintenance, repair and overhaul
facilities.

The Company owns 73.8 percent of Tri-Star International, Inc. (an inactive
Interest Charge Domestic International Sales Corporation). Included in the
combined financial statements of the Company is Tri-Star Inventory Management
Services, Inc. (TIMS), a company under the common ownership and control of the
Company's stockholders.

The Company's central distribution facility is located in Tulsa, Oklahoma.
The Company has eight additional sales offices and six regional warehouses,
located within the United States, Canada and the United Kingdom.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

The combined financial statements include accounts of Tri-Star Aerospace,
Inc., Tri-Star International, Inc. and Tri-Star Inventory Management Service,
Inc. Intercompany transactions have been eliminated.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

REVENUE RECOGNITION

Revenues are recognized at the time of shipment.

INCOME TAXES

The Company's stockholders have elected to be taxed under the S Corporation
provisions of the Internal Revenue Code of 1986, as amended. As an S
Corporation, the earnings of the Company are taxable to the individual
stockholders, and therefore, the Company does not record deferred tax assets or
liabilities or income tax expense.

3. CONCENTRATION OF BUSINESS RISK:

F-20
<PAGE>
TRI-STAR AEROSPACE, INC. AND SUBSIDIARY

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

3. CONCENTRATION OF BUSINESS RISK: (CONTINUED)
current economic conditions. These estimates are reviewed periodically and as
adjustments become necessary, they are reported in earnings in the periods in
which they become known.

The Company also provides a reserve for potentially excess and obsolete
inventory. This reserve is based on management's estimates of future sales
projections in the aerospace industry and its place in the industry, sales
price, available customers and age of the inventory. This reserve is reviewed
periodically and as adjustments become necessary, they are reported in earnings
in the periods in which they become known.

During the period ended September 19, 1996, and the year ended December 31,
1995, the Company had three customers that individually accounted for more than
ten percent of revenues.

4. COMMITMENTS AND CONTINGENCIES:

OPERATING LEASES

The Company leases office and warehouse facilities and certain computer
equipment under operating leases expiring from September 1996 to November 2000.
Future minimum annual lease commitments (September 30 year-end) at September 19,
1996, are approximately as follows (in thousands):

<TABLE>
<CAPTION>
YEAR AMOUNT
- ------------------------------------------------------------------------------------- ---------
<S> <C>
1997................................................................................. $ 617
1998................................................................................. 611
1999................................................................................. 411
2000................................................................................. 171
2001................................................................................. 14
---------
$ 1,824
---------
---------
</TABLE>

SALES AND PURCHASE CONTRACTS

The Company is a party to various sales contracts with airlines that require
the Company to provide certain parts at fixed prices. The contracts generally
have a two-year life. Generally, vendor purchases are made under distributorship
agreements which are cancelable upon 30-days notice.

EMPLOYEE BENEFIT PLANS

The Company has an employee savings and investment plan (the Plan) which is
qualified under Section 401(k) of the Internal Revenue Code. The Plan is a
defined contribution plan covering all employees of the Company. All employees
hired as of the first day of the year may contribute, on a pre-tax basis, up to
the maximum amount allowable by law. The Company may, at the discretion of the
Board of Directors, make a contribution to the plan up to 10 percent of the
employee's base earnings. Only employees who worked a minimum of 1,000 hours in
the previous year are eligible for the Company's contribution. The Company
expensed $45,000 and $0 in 1996 and 1995, respectively, related to the Company's
contributions.

The Company has an employees' welfare benefit plan which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The
Plan provides death benefits covering

F-21
<PAGE>
TRI-STAR AEROSPACE, INC. AND SUBSIDIARY

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

4. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
substantially all employees of the Company. The Plan requires the Company to
contribute to the trust such amounts as the Board of Directors determines
necessary to properly fund the benefits payable under the Plan.

LITIGATION

The Company is the defendant in two separate lawsuits for purchase of a
former employee's stock in the Company and the rescission of a certificate for
stock in the Company. While the amount of the lawsuits is significant in the
aggregate, management believes that the Company's ultimate liability, if any,
will not be material to its combined financial position or results of combined
operations. The stockholders of the Company have indemnified TriStar Aerospace
Co. by accepting contingent consideration for a portion of the sales price (see
Note 5).

5. SUBSEQUENT EVENT:

On September 19, 1996, the Company was acquired by TriStar Aerospace Co.
(TriStar, formerly Maple Leaf Aerospace, Inc.) through a series of transactions
for approximately $31.8 million, including $3 million of contingent
consideration and assumption of 20.6 million in debt. Such contingent
consideration was placed in escrow and is payable to the shareholders of the
Company on September 19, 1999, to the extent that such amount is not due TriStar
to satisfy certain indemnifications given TriStar by the former shareholders.

F-22
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
of TriStar Aerospace Co.:

We have audited the accompanying statements of operating income (loss) and
cash flows of the Aviall Aerospace Business Unit of Aviall, Inc. (a Delaware
corporation) for the periods ended September 19, 1996 and December 31, 1995.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of the Aviall
Aerospace Business Unit of Aviall, Inc. for the periods ended September 19, 1996
and December 31, 1995, in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Tulsa, Oklahoma

May 9, 1997

F-23
<PAGE>
AVIALL AEROSPACE BUSINESS UNIT OF AVIALL, INC.
STATEMENTS OF OPERATING INCOME (LOSS)
(IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD ENDED YEAR ENDED
SEPTEMBER 19, DECEMBER 31,
------------- ------------
1996 1995
------------- ------------
<S> <C> <C>
REVENUES............................................................................ $ 23,085 $ 25,580

COST OF GOODS SOLD.................................................................. 18,050 19,778
------------- ------------
Gross profit...................................................................... 5,035 5,802
------------- ------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Third-party expenses.............................................................. 3,541 4,213
Intercompany allocations.......................................................... 1,189 1,671
------------- ------------
4,730 5,884
------------- ------------
Operating income (loss)............................................................. $ 305 $ (82)
------------- ------------
------------- ------------
</TABLE>

The accompanying notes are an integral part of these statements.

F-24
<PAGE>
AVIALL AEROSPACE BUSINESS UNIT OF AVIALL, INC.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD ENDED YEAR ENDED
SEPTEMBER 19, DECEMBER 31,
------------- ------------
1996 1995
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Operating income (loss)........................................................... $ 305 $ (82)
Adjustments to reconcile operating income (loss) to net cash used in operating
activities--
Depreciation.................................................................... 304 388
Loss (gain) on sale of fixed assets............................................. 2 (2)
Provision for excess and obsolete inventories................................... 1,072 1,901
Changes in assets and liabilities--
Decrease (increase) in accounts receivable.................................... 607 (2,098)
Increase in inventories....................................................... (5,164) (10,443)
(Increase) decrease in prepaid expenses and other............................. (21) 305
(Decrease) increase in accounts payable....................................... (1,947) 2,333
(Decrease) increase in accrued liabilities.................................... (3) 34
------------- ------------
Net cash used in operating activities....................................... (4,845) (7,664)
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.............................................................. (245) (378)
------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net intercompany borrowings....................................................... 5,090 8,049
------------- ------------
NET INCREASE IN CASH................................................................ -- 7

CASH, beginning of period........................................................... 22 15
------------- ------------
CASH, end of period................................................................. $ 22 $ 22
------------- ------------
------------- ------------
</TABLE>

The accompanying notes are an integral part of these statements.

F-25
<PAGE>
AVIALL AEROSPACE BUSINESS UNIT OF AVIALL, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND BUSINESS:

Aviall, Inc.'s (Aviall) aerospace business unit (Aviall Aerospace) is
engaged in the distribution of aerospace fasteners to major aircraft original
equipment manufacturers and their subcontractors, primarily in the United States
and Canada. Aviall Aerospace's principal location is a facility in Dallas, Texas
with additional stocking locations in Toronto, Montreal, Long Beach and St.
Louis. Prior to the sale of Aviall Aerospace, discussed in Note 6, the U.S.
operations were a portion of Aviall Services, Inc., a U.S. wholly owned
subsidiary of Aviall, and the stocking locations in Toronto and Montreal, Canada
were a portion of Aviall Ltd., a wholly owned foreign subsidiary of Aviall.

2. BASIS OF PRESENTATION:

The accompanying statements of operating income (loss) are intended to
present the results of Aviall Aerospace including allocations for corporate
level expenses (see Note 5) incurred by Aviall and allocated to Aviall
Aerospace. The statements are not intended to be a complete presentation of
Aviall Aerospace's results of operations. The losses of Aviall Aerospace were
included in Aviall's consolidated corporate tax return. No provision or benefit
for income taxes has been recorded in the statements of operating income (loss).

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

3. CONCENTRATION OF BUSINESS RISK:

Aviall Aerospace serves the aerospace industry and grants unsecured credit
to its customers. Management's periodic evaluation of the adequacy of the
allowance for doubtful accounts is based on management's estimates of the
creditworthiness of its customers, Aviall Aerospace's past loss experience,
known and inherent risks in the customer base, adverse situations that may
affect the customer's ability to repay and current economic conditions. These
estimates are reviewed periodically and as adjustments become necessary, they
are reported in earnings in the periods in which they become known.

Aviall Aerospace also provides a reserve for potentially excess or obsolete
inventory. This reserve is based on management's estimates of future sales
projections in the aerospace industry and its place in the industry, sales
price, available customers and age of the inventory. This reserve is reviewed
periodically and as adjustments become necessary, they are reported in earnings
in the periods in which they become known.

During the period ended September 19, 1996, and the year ended December 31,
1995, Aviall Aerospace had two customers that individually accounted for more
than ten percent of revenues.

4. COMMITMENTS:

Aviall Aerospace is a party to various sales contracts with airlines that
require Aviall Aerospace to provide certain parts at fixed prices. The contracts
generally have a two-year life. Generally, vendor purchases are made under
distributorship agreements which are cancelable upon 30 days notice.

F-26
<PAGE>
AVIALL AEROSPACE BUSINESS UNIT OF AVIALL, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. TRANSACTIONS WITH AFFILIATES:

Aviall Aerospace had sales of $1,254,000 and $2,139,000 in 1996 and 1995,
respectively, to Aviall affiliates. Corporate level expenses of $1,189,000 and
$1,671,000 were allocated to Aviall Aerospace in 1996 and 1995, respectively.
These corporate allocations include general corporate expenses such as
telephone, rent, utilities, maintenance, supplies, accounting, management
salaries and marketing.

6. SUBSEQUENT EVENT:

On September 19, 1996, certain net assets of Aviall Aerospace were purchased
by TriStar Aerospace Co. (formerly Maple Leaf Aerospace, Inc.) for approximately
$18.6 million and assumption of $3.2 million of accounts payable.

F-27
<PAGE>
Photographs and TriStar Logo

[Six photographs surround the TriStar logo. The photographs include (from
the top left hand corner, continuing clockwise): (i) airplane assembly facility
containing a partially assembled aircraft; (ii) various hardware which the
Company distributes; (iii) bar-code label machine; (iv) various hardware which
the Company distributes; (v) airplane assembly facility containing two partially
assembled aircraft; and (vi) a Company employee using a bar-code scanner.]
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Summary Historical Financial and Operating Data........................... 7
Risk Factors.............................................................. 9
Use of Proceeds........................................................... 13
Dividend Policy........................................................... 13
Capitalization............................................................ 14
Dilution.................................................................. 14
Selected Historical Financial and Operating Data.......................... 15
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 17
Industry Overview......................................................... 24
Business.................................................................. 25
Management................................................................ 34
Principal and Selling Stockholders........................................ 43
Certain Transactions...................................................... 45
Description of Capital Stock.............................................. 48
Shares Eligible For Future Sale........................................... 52
Certain U.S. Tax Considerations Applicable to Non-U.S. Holders of the
Common Stock............................................................ 54
Underwriting.............................................................. 56
Legal Matters............................................................. 59
Experts................................................................... 59
Available Information..................................................... 59
Index to Financial Statements............................................. F-1
</TABLE>

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

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE SHARES OF COMMON STOCK OFFERED HEREBY, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

13,276,858 Shares

[LOGO]
TRISTAR AEROSPACE CO.
Common Stock

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

P R O S P E C T U S
--------------
BT ALEX. BROWN
SBC WARBURG DILLON READ INC.
, 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION

13,276,858 SHARES

[LOGO]

TRISTAR AEROSPACE CO.

COMMON STOCK
-----------

Of the 13,276,858 shares of Common Stock (the "Common Stock") of TriStar
Aerospace Co. (the "Company") offered hereby, 2,000,000 shares are being offered
outside the United States and Canada (the "International Offering") and
11,276,858 shares are being offered in a concurrent offering in the United
States and Canada (the "U.S. Offering," and together with the International
Offering, the "Offering"). The initial public offering price and underwriting
discount per share for the International Offering and the U.S. Offering are
identical. See "Underwriting." All of the 13,276,858 shares of Common Stock
offered hereby are being sold by certain stockholders of the Company (the
"Selling Stockholders"). See "Principal and Selling Stockholders." The Company
will not receive any of the proceeds from the sale of shares of Common Stock in
the Offering. It is currently estimated that the initial public offering price
per share of Common Stock in the Offering will be between $14.00 and $16.00. See
"Underwriting" for a discussion of the factors to be considered in determining
the initial public offering price. The Common Stock has been approved for
listing on the New York Stock Exchange.
--------------

(1) The Selling Stockholders will bear all of the expenses of registration and
distribution of the shares of Common Stock offered hereby.

The shares of Common Stock are offered by the several International
Managers, subject to prior sale, when, as and if delivered to and accepted by
them, and subject to the right of the International Managers to reject any order
in whole or in part. It is expected that delivery of the shares of Common Stock
will be made at the offices of BT Alex. Brown Incorporated, Baltimore, Maryland,
on or about , 1998.

BT ALEX. BROWN INTERNATIONAL SBC WARBURG DILLON READ

THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE>
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY INTERNATIONAL
MANAGER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY
ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

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

13,276,858 Shares

[LOGO]
TRISTAR AEROSPACE CO.
Common Stock

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

P R O S P E C T U S
--------------
BT ALEX. BROWN INTERNATIONAL
SBC WARBURG DILLON READ
, 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE OR DISTRIBUTION.(1)

<TABLE>
<S> <C>
Filing Fee--Securities and Exchange Commission.................. $ 72,067
Listing Fee--New York Stock Exchange............................ 136,860
Filing Fee--National Association of Securities Dealers, Inc..... 25,059
Accounting Fees and Expenses.................................... 220,000*
Printing and Engraving Expenses................................. 285,000*
Legal Fees and Expenses......................................... 530,000*
Transfer Agent and Registrar Fees............................... 5,000*
Miscellaneous Expenses.......................................... 70,000*
---------
Total....................................................... 1,343,986*
---------
---------
</TABLE>

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

(1) The Selling Stockholders will bear all of the expenses of registration and
distribution of the shares of Common Stock registered hereunder.

* Estimated.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Certificate of Incorporation (the "Certificate") of the Company provides
that a director will not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (the "Delaware Law"), which
concerns unlawful payments of dividends, stock purchases or redemptions, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the Delaware Law is subsequently amended to permit further
limitation of the personal liability of directors, the liability of a director
of the Company will be eliminated or limited to the fullest extent permitted by
the Delaware Law as amended.

The Registrant, as a Delaware corporation, is empowered by Section 145 of
the Delaware Law, subject to the procedures and limitation stated therein, to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with any threatened, pending or completed action, suit or proceeding
in which such person is made a party by reason of his being or having been a
director, officer, employee or agent of the Registrant. The statute provides
that indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise.

The Company currently maintains a Directors and Officers Liability Insurance
policy to cover indemnifiable losses of up to $10,000,000 that may payable by
the Company.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On September 19, 1996, the Company issued and sold an aggregate of
14,327,756 shares of its common stock to Odyssey Partners, L.P., BT Investment
Partners, Inc., R.P. Small Corp. and Mr. Quentin Bourjeaurd in consideration for
$1.465759 per share, or $21,001,044.38 in the aggregate. Simultaneously, the
Company issued 790,000 shares of its common stock to Mr. Bourjeaurd in
consideration for services rendered to the Company by Mr. Bourjeaurd in
coordinating, structuring and consummating the Company's acquisition of Tri-Star
Aerospace, Inc. and the Aviall Aerospace business unit of Aviall Services, Inc.

II-1
<PAGE>
On January 15, 1997, the Company issued and sold 682,244 shares of its common
stock to Odyssey Partners, L.P. upon the conversion of a $1,000,005.62
convertible note made on September 19, 1996 by the Company to Odyssey Partners,
L.P. On April 29, 1997 the Company issued and sold an aggregate of 136,354
shares of its common stock to four individuals, each of which was an "accredited
investor" as defined in Rule 501(a) under the Securities Act, in consideration
for $1.465759 per share, or $199,862.17 in the aggregate.

With respect to the above-described transactions, the Company relied upon
the exemption from registration provided by Section 4(2) of the Securities Act
relating to transactions by an issuer not involving any public offering.

On May 30, 1997, the Company issued and sold an aggregate of 660,598 shares
of its common stock to 21 employees of the Company pursuant to the Company's
Stock Purchase Plan in consideration for $1.465759 per share, or $968,277.79 in
the aggregate. Such shares were issued in reliance upon the exemption from
registration provided by Rule 701 under the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- ---------------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement(1)..................................................................

1.2 Form of International Underwriting Agreement(1)....................................................

2.1 Agreement and Plan of Merger, dated as of August 28, 1996, by and among Maple Leaf Aerospace, Inc.,
Aero Acquisition Corp., Aerospace Merger Sub I, Inc., Tri-Star Aerospace, Inc., and certain
Stockholders.(#).................................................................................

2.2 Asset Purchase Agreement, dated September 5, 1996, by and among Aviall (Canada) Ltd., Aviall
Services Inc. and Maple Leaf Aerospace, Inc.(#)..................................................

3.1 Form of Amended and Restated Certificate of Incorporation of the Company(1)........................

3.2 Form of Bylaws of the Company(1)...................................................................

4.1 Form of Common Stock Certificate(1)................................................................

5.1 Opinion of Weil, Gotshal & Mangers LLP(1)..........................................................

10.1 Credit Agreement, dated as of September 19, 1996, among the Company and Bankers Trust Company, as
agent.(#)........................................................................................

10.2 First Amendment to Credit Agreement, dated as of April, 1997, among the Company and Bankers Trust
Company, as agent.(#)............................................................................

10.3 Second Amendment to Credit Agreement, dated as of August 4, 1997, among the Company and Bankers
Trust Company, as agent.(#)......................................................................

10.4 Third Amendment to Credit Agreement, dated as of November 7, 1997, among the Company and Bankers
Trust Company, as agent.(#)......................................................................

10.5 Security Agreement, dated as of September 19, 1996, among the Company and Bankers Trust Company, as
agent.(#)........................................................................................

10.6 Pledge Agreement, dated as of September 19, 1996, among the Company and Bankers Trust Company, as
agent.(#)........................................................................................

10.7 Lease Agreement, dated July 12, 1990, among the Company and Robert L. Zeligson Trust.(#)...........

10.8 Lease Agreement, dated December 4, 1990, among the Company and Robert L. Zeligson Trust.(#)........
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- ---------------------------------------------------------------------------------------------------
<C> <S>
10.9 Lease Agreement, dated May 31, 1991, among the Company and Robert L. Zeligson Trust.(#)............

10.10 Build and Lease Agreement, dated April 30, 1993, among the Company and Robert L. Zeligson
Trust.(#)........................................................................................

10.11 Sublease, dated as of September 19, 1996, among the Company and Aviall Services, Inc., together
with First Amendment to Sublease, dated as of September 19, 1996, among the Company and Aviall
Services, Inc.(#)................................................................................

10.12 Lease Agreement, dated January 28, 1997, among the Company and Robert L. Zeligson Trust.(#)........

10.13 Lease Agreement, dated September 16, 1997, among the Company and William Weinberg.(#)..............

10.14 Registration Rights Agreement, dated November 7, 1996, among the Company, Odyssey Partners, L.P.
and certain Stockholders, together with Letter Agreement, dated November 7, 1996, among the
Company, R.P. Small Corp. and Odyssey Partners, L.P.(#)..........................................

10.15 Amended and Restated Management Stockholders' and Optionholders' Agreement, dated as of May 15,
1997, among the Company, Odyssey Partners, L.P., B.T. Investment Partners, Inc. and certain
Stockholders.(#).................................................................................

10.16 Maple Leaf Aerospace, Inc. 1996 Stock Option Plan.(#)..............................................

10.17 Maple Leaf Aerospace, Inc. Employee Stock Purchase Plan.(#)........................................

10.18 Employment Agreement, dated September 19, 1996, between the Company and Quentin Bourjeaurd.(#).....

10.19 Employment Agreement, dated February 1, 1997, between the Company and Charles Balchunas.(#)........

10.20 Amended and Restated Executive Employment Agreement, dated as of January 15, 1998, between the
Company and G. Bruce McInnis.(#).................................................................

10.21 Employment Agreement, dated March 17, 1997, between the Company and Louis Partenza.(#).............

10.22 Promissory Note, dated September 19, 1996, from Quentin Bourjeaurd in favor of the Company.(#)

10.23 Promissory Note, dated April 15, 1997, from Quentin Bourjeaurd in favor of the Company.(#)

10.24 Promissory Note, dated May 30, 1997, from Charles Balchunas in favor of the Company.(#)

10.25 Promissory Note, dated May 30, 1997, from Louis Partenza in favor of the Company.(#)

10.26 TriStar Aerospace Co. 1998 Stock Option Plan.(1)...................................................

10.27 TriStar Aerospace Co. Executive and Key Employee Incentive Plan.(1)................................

10.28 Letter Agreement, dated September 19, 1996, between the Company and Quentin Bourjeaurd.(#).........

10.29 Letter Agreement, dated September 19, 1996, between the Company and Richard P. Small. (#)..........

10.30 Amended and Restated Executive Employment Agreement, dated as of December 2, 1996, between the
Company and Richard P. Small.(#).................................................................

10.31 Amended and Restated Maple Leaf Aerospace, Inc. 1996 Stock Option Plan.(#)
</TABLE>

II-3

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- ---------------------------------------------------------------------------------------------------
<C> <S>
11.1 Statement re: Computation of per share earnings(#).................................................

21.1 Subsidiaries of the Registrant(#)..................................................................

23.1 Consent of Weil, Gotshal & Manges LLP (included in opinion filed as Exhibit 5).....................

23.2 Consent of Arthur Andersen LLP(1)..................................................................

24.1 Powers of Attorney of directors and officers of the Registrant(#)

27.1 Financial Data Schedule(#).........................................................................

99.1 Consent of Cindy B. Brown(#).......................................................................

99.2 Consent of Brian E. Barents(#).....................................................................
-------------------------
</TABLE>

(#) Previously filed.

(1) Filed herewith.

(b) Financial Statement Schedules

Financial Statement Schedules have been omitted because the required
information is not applicable or because such information is included in the
financial statements and notes thereto included in the Prospectus.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant undertakes to provide to the Underwriters at the
closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on the 27th day of April, 1998.

<TABLE>
<S> <C> <C>
TRISTAR AEROSPACE CO.

By: /s/ QUENTIN BOURJEAURD
-----------------------------------------
Quentin Bourjeaurd
President and Chief Executive Officer
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to Registration Statement has been signed by the following persons on the
27th day of April, 1998, in the capacities indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------ ------------------------------------------------------

<C> <S>
/s/ QUENTIN BOURJEAURD
-------------------------------------- President and Chief Executive Officer (Principal
Quentin Bourjeaurd Executive Officer) and Director

/s/ DOUGLAS E. CHILDRESS
-------------------------------------- Chief Financial Officer (Principal Financial Officer
Douglas E. Childress and Accounting Officer)

*
-------------------------------------- Director
Charles Balchunas

*
-------------------------------------- Chairman of the Board of Directors
Stephen Berger

*
-------------------------------------- Director
William Hopkins

*
-------------------------------------- Director
Muzzafar Mirza

*
-------------------------------------- Vice Chairman of the Board of Directors
Richard P. Small

/s/ DOUGLAS E. CHILDRESS
--------------------------------------
*Douglas E. Childress
ATTORNEY-IN-FACT
</TABLE>

II-5
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO.
- -------------
<C> <S> <C>
1.1 Form of Underwriting Agreement(1)...........................................................

1.2 Form of International Underwriting Agreement(1).............................................

2.1 Agreement and Plan of Merger, dated as of August 28, 1996, by and among Maple Leaf
Aerospace, Inc., Aero Acquisition Corp., Aerospace Merger Sub I, Inc., Tri-Star Aerospace,
Inc., and certain Stockholders.(#)........................................................

2.2 Asset Purchase Agreement, dated September 5, 1996, by and among Aviall (Canada) Ltd., Aviall
Services Inc. and Maple Leaf Aerospace, Inc.(#)...........................................

3.1 Form of Amended and Restated Certificate of Incorporation of the Company(1).................

3.2 Form of Bylaws of the Company(1)............................................................

4.1 Form of Common Stock Certificate(1).........................................................

5.1 Opinion of Weil, Gotshal & Mangers LLP(1)...................................................

10.1 Credit Agreement, dated as of September 19, 1996, among the Company and Bankers Trust
Company, as agent.(#).....................................................................

10.2 First Amendment to Credit Agreement, dated as of April, 1997, among the Company and Bankers
Trust Company, as agent.(#)...............................................................

10.3 Second Amendment to Credit Agreement, dated as of August 4, 1997, among the Company and
Bankers Trust Company, as agent.(#).......................................................

10.4 Third Amendment to Credit Agreement, dated as of November 7, 1997, among the Company and
Bankers Trust Company, as agent.(#).......................................................

10.5 Security Agreement, dated as of September 19, 1996, among the Company and Bankers Trust
Company, as agent.(#).....................................................................

10.6 Pledge Agreement, dated as of September 19, 1996, among the Company and Bankers Trust
Company, as agent.(#).....................................................................

10.7 Lease Agreement, dated July 12, 1990, among the Company and Robert L. Zeligson Trust.(#)....

10.8 Lease Agreement, dated December 4, 1990, among the Company and Robert L. Zeligson
Trust.(#).................................................................................

10.9 Lease Agreement, dated May 31, 1991, among the Company and Robert L. Zeligson Trust.(#).....

10.10 Build and Lease Agreement, dated April 30, 1993, among the Company and Robert L. Zeligson
Trust.(#).................................................................................

10.11 Sublease, dated as of September 19, 1996, among the Company and Aviall Services, Inc.,
together with First Amendment to Sublease, dated as of September 19, 1996, among the
Company and Aviall Services, Inc.(#)......................................................

10.12 Lease Agreement, dated January 28, 1997, among the Company and Robert L. Zeligson
Trust.(#).................................................................................

10.13 Lease Agreement, dated September 16, 1997, among the Company and William Weinberg.(#).......

10.14 Registration Rights Agreement, dated November 7, 1996, among the Company, Odyssey Partners,
L.P. and certain Stockholders, together with Letter Agreement, dated November 7, 1996,
among the Company, R.P. Small Corp. and Odyssey Partners, L.P.(#).........................

10.15 Amended and Restated Management Stockholders' and Optionholders' Agreement, dated as of May
15, 1997, among the Company, Odyssey Partners, L.P., B.T. Investment Partners, Inc. and
certain Stockholders.(#)..................................................................
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.
- -------------
<C> <S> <C>
10.16 Maple Leaf Aerospace, Inc. 1996 Stock Option Plan.(#).......................................

10.17 Maple Leaf Aerospace, Inc. Employee Stock Purchase Plan.(#).................................

10.18 Employment Agreement, dated September 19, 1996, between the Company and Quentin
Bourjeaurd.(#)............................................................................

10.19 Employment Agreement, dated February 1, 1997, between the Company and Charles
Balchunas.(#).............................................................................

10.20 Amended and Restated Executive Employment Agreement, dated as of January 15, 1998, between
the Company and G. Bruce McInnis.(#)......................................................

10.21 Employment Agreement, dated March 17, 1997, between the Company and Louis Partenza.(#)......

10.22 Promissory Note, dated September 19, 1996, from Quentin Bourjeaurd in favor of the
Company.(#)...............................................................................

10.23 Promissory Note, dated April 15, 1997, from Quentin Bourjeaurd in favor of the
Company.(#)...............................................................................

10.24 Promissory Note, dated May 30, 1997, from Charles Balchunas in favor of the Company.(#).....

10.25 Promissory Note, dated May 30, 1997, from Louis Partenza in favor of the Company.(#)........

10.26 TriStar Aerospace Co. 1998 Stock Option Plan.(1)............................................

10.27 TriStar Aerospace Co. Executive and Key Employee Incentive Plan.(1).........................

10.28 Letter Agreement, dated September 19, 1996, between the Company and Quentin
Bourjeaurd.(#)............................................................................

10.29 Letter Agreement, dated September 19, 1996, between the Company and Richard P. Small.(#)....

10.30 Amended and Restated Executive Employment Agreement, dated as of December 2, 1996, between
the Company and Richard P. Small.(#)......................................................

10.31 Amended and Restated Maple Leaf Aerospace, Inc. 1996 Stock Option Plan.(#)

11.1 Statement re: Computation of per share earnings(#)..........................................

21.1 Subsidiaries of the Registrant(#)...........................................................

23.1 Consent of Weil, Gotshal & Manges LLP (included in opinion filed as Exhibit 5)..............

23.2 Consent of Arthur Andersen LLP(1)...........................................................

24.1 Powers of Attorney of directors and officers of the Registrant(#)

27.1 Financial Data Schedule(#)..................................................................

99.1 Consent of Cindy B. Brown(#)................................................................

99.2 Consent of Brian E. Barents(#)..............................................................
-------------------------
</TABLE>

(#) Previously filed.

(1) Filed herewith.

<PAGE>

11,276,858 Shares

TriStar Aerospace Co.

Common Stock

UNDERWRITING AGREEMENT
(U.S. VERSION)
--------------

_______________, 1998

BT Alex. Brown Incorporated
SBC Warburg Dillon Read Inc.
As Representatives of the
Several Underwriters
c/o BT Alex. Brown Incorporated
One South Street
Baltimore, Maryland 21202

Gentlemen:

Certain stockholders (the "Selling Stockholders") of TriStar Aerospace Co.,
a Delaware corporation (the "Company"), propose to sell to the several
underwriters (the "Underwriters") named in Schedule I hereto for whom you are
acting as representatives (the "Representatives") an aggregate of 11,276,858
shares of the Company's Common Stock, $0.01 par value (the "Firm Shares"). The
respective amounts of the Firm Shares to be so purchased by the several
Underwriters are set forth opposite their names in Schedule I hereto and the
respective amounts to be sold by the Selling Stockholders are set forth opposite
their names in Schedule II hereto. Certain of the Selling Stockholders also
propose to sell at the Underwriters' option an aggregate of up to _________
additional shares of the Company's Common Stock (the "Option Shares") as set
forth below in the respective amounts set forth opposite such Selling
Stockholder's name on Schedule III hereto.

As the Representatives, you have advised the Company and the Selling
Stockholders (a) that you are authorized to enter into this Agreement on behalf
of the several Underwriters, and (b) that the several Underwriters are willing,
acting severally and not jointly, to purchase the numbers of Firm Shares set
forth opposite their respective names in Schedule I, plus their pro

-1-
<PAGE>

rata portion of the Option Shares if you elect to exercise the over-allotment
option in whole or in part for the accounts of the several Underwriters. The
Firm Shares and the Option Shares (to the extent the aforementioned option is
exercised) are herein collectively called the "U.S. Shares."

It is understood and agreed to by all parties that the Company and the
Selling Stockholders are concurrently entering into an agreement, a copy of
which is attached hereto (the "International Underwriting Agreement"),
providing for the sale by the Selling Stockholders of up to a total of
__________ shares of Common Stock outside of the United States and Canada,
including the overallotment option thereunder (together, the "International
Shares"), through arrangements with certain managers (the "International
Managers"), for whom BT Alex. Brown International, a division of Bankers
Trust International PLC, and SBC Warburg Dillon Read Inc. are acting as lead
managers. Anything herein or therein to the contrary notwithstanding, the
respective closings under this Agreement and the International Underwriting
Agreement are hereby expressly made conditional on one another.

The Company and the Selling Stockholders also understand that the
International Managers and the Underwriters are simultaneously entering into
an Agreement between U.S. and International Underwriting Syndicates (the
"Agreement Between Syndicates") that provides, among other things, for the
transfer of shares of Common Stock between the two syndicates. Two forms of
prospectus are to be used in connection with the offering and sale of shares
of Common Stock contemplated by the foregoing, one relating to the
International Shares and the other relating to the U.S. Shares. The latter
form of prospectus will be identical to the former except for certain
substitute pages as included in the registration statement and amendments
thereto as mentioned below. Except as the context may otherwise require,
references hereinafter to the "Shares" shall include all of the shares of
Common Stock that may be sold pursuant to either this Agreement of the
International Underwriting Agreement, and references herein to any prospectus
shall include both the international and U.S. versions thereof.

In consideration of the mutual agreements contained herein and of the
interests of the parties in the transactions contemplated hereby, the parties
hereto agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING
STOCKHOLDERS

(a) The Company represents and warrants to each of the Underwriters as
follows:

(i) A registration statement on Form S-1 (File No. 333-46335) with
respect to the Shares has been carefully prepared by the Company in conformity
with the requirements of the Securities Act of 1933, as amended (the "Act"), and
the Rules and Regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "Commission") thereunder and has been filed with the
Commission. Copies of such registration statement, including any amendments
thereto, the preliminary prospectuses (meeting the requirements of the Rules and

-2-
<PAGE>

Regulations) contained therein and the exhibits, financial statements and
schedules, as finally amended and revised, have heretofore been delivered by the
Company to you. Such registration statement, together with any registration
statement filed by the Company pursuant to Rule 462 (b) of the Act, herein
referred to as the "Registration Statement," which shall be deemed to include
all information omitted therefrom in reliance upon Rule 430A and contained in
the Prospectus referred to below, has become effective under the Act and no
post-effective amendment to the Registration Statement has been filed as of the
date of this Agreement. "Prospectus" means (a) the form of prospectus first
filed with the Commission pursuant to Rule 424(b) or (b) the last preliminary
prospectus included in the Registration Statement filed prior to the time it
becomes effective or filed pursuant to Rule 424(a) under the Act that is
delivered by the Company to the Underwriters for delivery to purchasers of the
Shares, together with the term sheet or abbreviated term sheet filed with the
Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary
prospectus included in the Registration Statement prior to the time it becomes
effective is herein referred to as a "Preliminary Prospectus."

(ii) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own or lease its properties and conduct its
business as described in the Registration Statement. Each of the subsidiaries
of the Company as listed in Exhibit 21.1 to Item 16(a) of the Registration
Statement (collectively, the "Subsidiaries") has been duly organized and is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, with corporate power and authority to own or
lease its properties and conduct its business as described in the Registration
Statement. The Subsidiaries are the only subsidiaries, direct or indirect, of
the Company. The Company and each of the Subsidiaries are duly qualified to
transact business in all jurisdictions in which the conduct of their business
requires such qualification other than where the failure to be so qualified
would not have a material adverse effect on the business of the Company and its
Subsidiaries taken as a whole. The outstanding shares of capital stock of each
of the Subsidiaries have been duly authorized and validly issued, are fully paid
and non-assessable and, except as provided pursuant to that certain Credit
Agreement dated as of September 19, 1996 between the Company and Bankers Trust
Company, as agent, as amended (the "Credit Agreement") are owned by the Company
or another Subsidiary free and clear of all liens, encumbrances and equities and
claims; and no options, warrants or other rights to purchase, agreements or
other obligations to issue or other rights to convert any obligations into
shares of capital stock or ownership interests in the Subsidiaries are
outstanding.

(iii) The outstanding shares of Common Stock of the Company,
including all shares to be sold by the Selling Stockholders, have been duly
authorized and validly issued and are fully paid and non-assessable; and no
preemptive rights of stockholders exist with respect to any of the Shares or the
issue and sale thereof. Neither the filing of the Registration Statement nor
the offering or sale of the Shares as contemplated by this Agreement or the
International Underwriting Agreement gives rise to any rights, other than those
which have been waived or

-3-
<PAGE>

satisfied, for or relating to the registration of any shares of Common Stock,
except for the "piggyback" registration rights with respect to future
offerings by the Company as described in the Prospectus.

(iv) The information set forth under the caption "Capitalization" in
the Prospectus is true and correct. All of the Shares conform to the
description thereof contained in the Registration Statement. The form of
certificates for the Shares conforms to the corporate law of the jurisdiction of
the Company's incorporation.

(v) The Commission has not issued an order preventing or suspending
the use of any Prospectus relating to the proposed offering of the Shares nor,
to the Company's knowledge, instituted proceedings for that purpose. The
Registration Statement contains, and the Prospectus and any amendments or
supplements thereto will contain, all statements which are required to be stated
therein by, and will conform to, the requirements of the Act and the Rules and
Regulations. The Registration Statement and any amendment thereto do not
contain, and will not contain, any untrue statement of a material fact and do
not omit, and will not omit, to state any material fact required to be stated
therein or necessary to make the statements therein not misleading. The
Prospectus and any amendments and supplements thereto do not contain, and will
not contain, any untrue statement of material fact; and do not omit, and will
not omit, to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the Company makes no
representations or warranties as to information contained in or omitted from the
Registration Statement or the Prospectus, or any such amendment or supplement,
in reliance upon, and in conformity with, written information furnished to the
Company by or on behalf of any Underwriter through the Representatives,
specifically for use in the preparation thereof.

(vi) The consolidated financial statements of the Company and the
Subsidiaries, together with related notes and schedules as set forth in the
Registration Statement, present fairly the financial position and the results of
operations and cash flows of the Company and the consolidated Subsidiaries, at
the indicated dates and for the indicated periods. Such financial statements
and related schedules have been prepared in accordance with generally accepted
principles of accounting, consistently applied throughout the periods involved,
except as disclosed therein, and all adjustments necessary for a fair
presentation of results for such periods have been made. The summary financial
and statistical data included in the Registration Statement presents fairly the
information shown therein and such data has been compiled on a basis consistent
with the financial statements presented therein and the books and records of the
Company.

(vii) Arthur Andersen LLP, who have certified certain of the
financial statements filed with the Commission as part of the Registration
Statement, are, to the Company's

-4-
<PAGE>

knowledge, independent public accountants as required by the Act and the
Rules and Regulations.

(viii) There is no action, suit, claim or proceeding pending or,
to the knowledge of the Company, threatened against the Company or any of the
Subsidiaries before any court or administrative agency or otherwise which if
determined adversely to the Company or any of its Subsidiaries would result
in any material adverse change in the earnings, business, management,
properties, assets, rights, operations, condition (financial or otherwise) or
prospects of the Company and of the Subsidiaries taken as a whole or to
prevent the consummation of the transactions contemplated hereby, except as
set forth in the Registration Statement.

(ix) The Company and the Subsidiaries have good and valid title to
all of the properties and assets reflected in the financial statements (or as
described in the Registration Statement) hereinabove described, subject to no
lien, mortgage, pledge, charge or encumbrance of any kind except those
provided pursuant to the Credit Agreement or otherwise reflected in such
financial statements (or as described in the Registration Statement) or which
are not material in amount. The Company and the Subsidiaries occupy their
leased properties under valid and binding leases conforming in all material
respects to the description thereof set forth in the Registration Statement.

(x) Absent written notice to the contrary having been provided to
the Underwriters, the Company and the Subsidiaries have filed all Federal,
State, local and foreign income tax returns which have been required to be
filed and have paid all taxes indicated by said returns and all assessments
received by them or any of them to the extent that such taxes have become due
and are not being contested in good faith. All tax liabilities have been
adequately provided for in the financial statements of the Company.

(xi) Since the respective dates as of which information is given
in the Registration Statement, as it may be amended or supplemented, there
has not been any material adverse change or any development involving a
prospective material adverse change in or affecting the earnings, business,
management, properties, assets, rights, operations, condition (financial or
otherwise), or prospects of the Company and its Subsidiaries taken as a
whole, whether or not occurring in the ordinary course of business, and there
has not been any material transaction entered into by the Company or the
Subsidiaries, other than transactions in the ordinary course of business and
changes and transactions described in the Registration Statement, as it may
be amended or supplemented. The Company and the Subsidiaries have no material
contingent obligations which are not disclosed in the Company's financial
statements which are included in the Registration Statement.

(xii) Neither the Company nor any of the Subsidiaries is, or with the
giving of notice or lapse of time or both, will be, in violation of or in
default under its Charter or By-Laws or under any agreement, lease, contract,
indenture or other instrument or obligation to which it is

-5-
<PAGE>

a party or by which it, or any of its properties, is bound and which default
is of material significance in respect of the condition, financial or
otherwise of the Company and its Subsidiaries taken as a whole or the
business, management, properties, assets, rights, operations, condition
(financial or otherwise) or prospects of the Company and the Subsidiaries
taken as a whole. The execution and delivery of this Agreement, the
International Underwriting Agreement and the consummation of the transactions
herein contemplated and the fulfillment of the terms hereof will not conflict
with or result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust or other
agreement or instrument to which the Company or any Subsidiary is a party
which breach or default would have a material adverse effect on the Company
and its Subsidiaries taken as a whole, or of the Charter or By-Laws of the
Company or any order, rule or regulation applicable to the Company or any
Subsidiary of any court or of any regulatory body or administrative agency or
other governmental body having jurisdiction.

(xiii) Each approval, consent, order, authorization, designation,
declaration or filing by or with any regulatory, administrative or other
governmental body necessary in connection with the execution and delivery by
the Company of this Agreement, the International Underwriting Agreement and
the consummation of the transactions herein or therein contemplated (except
such additional steps as may be required by the Commission or the National
Association of Securities Dealers, Inc. (the "NASD") or such additional
actions as may be necessary to qualify the Shares for public offering by the
Underwriters and the International Managers under state or foreign securities
or Blue Sky laws) has been obtained or made and is in full force and effect.

(xiv) The Company and each of the Subsidiaries holds all material
licenses, certificates and permits from governmental authorities which are
necessary to the conduct of their businesses; and neither the Company nor any
of the Subsidiaries has infringed any patents, patent rights, trade names,
trademarks or copyrights, which infringement is material to the business of
the Company and the Subsidiaries taken as a whole. The Company knows of no
material infringement by others of patents, patent rights, trade names,
trademarks or copyrights owned by or licensed to the Company.

(xv) Neither the Company, nor to the Company's knowledge, any of
its affiliates, has taken or may take, directly or indirectly, any action
designed to cause or result in, or which has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of
the price of the shares of Common Stock to facilitate the sale or resale of
the Shares.

(xvi) Neither the Company nor any Subsidiary is an "investment
company" within the meaning of such term under the Investment Company Act of
1940 and the rules and regulations of the Commission thereunder.

-6-
<PAGE>

(xvii) The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurances that (i) transactions
are executed in accordance with management's general or specific
authorization; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets; (iii) access
to assets is permitted only in accordance with management's general or
specific authorization; and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

(xviii) The Company and each of its Subsidiaries carry, or are
covered by, insurance in such amounts and covering such risks as is adequate
for the conduct of their respective businesses and the value of their
respective properties and as is customary for companies engaged in similar
industries.

(xix) The Company is in compliance in all material respects with
all presently applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended, including the regulations and published
interpretations thereunder ("ERISA"); no "reportable event" (as defined in
ERISA) has occurred with respect to any "pension plan" (as defined in ERISA)
for which the Company would have any liability; the Company has not incurred
and does not expect to incur liability under (i) Title IV of ERISA with
respect to termination of, or withdrawal from, any "pension plan" or (ii)
Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended,
including the regulations and published interpretations thereunder (the
"Code"); and each "pension plan" for which the Company would have any
liability that is intended to be qualified under Section 401(a) of the Code
is so qualified in all material respects and nothing has occurred, whether by
action or by failure to act, which would cause the loss of such qualification.

(b) Each of the Selling Stockholders severally represents and warrants
as follows:

(i) Such Selling Stockholder now has and at the Closing Date and
the Option Closing Date, as the case may be (as such dates are hereinafter
defined), will have good and valid title to the Firm Shares and the Option
Shares to be sold by such Selling Stockholder, free and clear of any liens,
encumbrances, equities and claims, and full right, power and authority to
effect the sale and delivery of such Firm Shares and Option Shares; and upon
the delivery of, against payment for, such Firm Shares and Option Shares
pursuant to this Agreement, the Underwriters will acquire good and valid
title thereto, free and clear of any liens, encumbrances, equities and claims.

(ii) Such Selling Stockholder has full right, power and authority to
execute and deliver this Agreement, the International Underwriting Agreement,
the Power of Attorney, and the Custodian Agreement referred to below and to
perform its obligations under such Agreements. The execution and delivery of
this Agreement and the International Underwriting

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<PAGE>

Agreement and the consummation by such Selling Stockholder of the
transactions herein or therein contemplated and the fulfillment by such
Selling Stockholder of the terms hereof will not require any consent,
approval, authorization, or other order of any court, regulatory body,
administrative agency or other governmental body (except as may be required
under the Act, state securities laws or Blue Sky laws) and will not result in
a breach of any of the terms and provisions of, or constitute a default
under, organizational documents of such Selling Stockholder, if not an
individual, or any indenture, mortgage, deed of trust or other agreement or
instrument to which such Selling Stockholder is a party, or of any order,
rule or regulation applicable to such Selling Stockholder of any court or of
any regulatory body or administrative agency or other governmental body
having jurisdiction.

(iii) Such Selling Stockholder has not taken and will not take,
directly or indirectly, any action designed to, or which has constituted, or
which might reasonably be expected to cause or result in the stabilization or
manipulation of the price of the Common Stock of the Company and, other than
as permitted by the Act, the Selling Stockholder will not distribute any
prospectus or other offering material in connection with the offering of the
Shares.

(iv) Without having undertaken to determine independently the
accuracy or completeness of either the representations and warranties of the
Company contained herein or the information contained in the Registration
Statement, such Selling Stockholder has no reason to believe that the
representations and warranties of the Company contained in this Section 1 are
not true and correct, is familiar with the Registration Statement and has no
knowledge of any material fact, condition or information not disclosed in the
Registration Statement which has adversely affected or may adversely affect
the business of the Company or any of the Subsidiaries; and the sale of the
Firm Shares and the Option Shares by such Selling Stockholder pursuant hereto
is not prompted by any information concerning the Company or any of the
Subsidiaries which is not set forth in the Registration Statement or the
documents incorporated by reference therein. The information pertaining to
such Selling Stockholder under the caption "Principal and Selling
Stockholders" in the Prospectus is complete and accurate in all material
respects. Notwithstanding the foregoing, Odyssey Partners, L.P. ("Odyssey")
and R.P. Small Corporation do not make the representation set forth in this
paragraph 1(b)(iv).

2. PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES.

(a) On the basis of the representations, warranties and covenants herein
contained, and subject to the conditions herein set forth, the Selling
Stockholders agree to sell to the Underwriters and each Underwriter agrees,
severally and not jointly, to purchase, at a price of $_____ [net price] per
share, the number of Firm Shares set forth opposite the name of each Underwriter
in Schedule I hereof, subject to adjustments in accordance with Section 9
hereof. The number of Firm Shares to be purchased by each Underwriter from each
Selling Stockholder shall be as nearly as practicable in the same proportion to
the total number of Firm Shares being sold by each Selling Stockholder as the
number of Firm Shares being purchased by each

-8-
<PAGE>

Underwriter bears to the total number of Firm Shares to be sold hereunder.
The obligations of each of the Selling Stockholders shall be several and not
joint.

(b) Certificates in negotiable form for the total number of the Shares
to be sold hereunder by the Selling Stockholders have been placed in custody
with ____________________ as custodian (the "Custodian") pursuant to the
Custodian Agreement executed by each Selling Stockholder for delivery of all
Firm Shares and any Option Shares to be sold hereunder by the Selling
Stockholders. Each of the Selling Stockholders specifically agrees that the
Firm Shares and any Option Shares represented by the certificates held in
custody for the Selling Stockholders under the Custodian Agreement are
subject to the interests of the Underwriters hereunder, that the arrangements
made by the Selling Stockholders for such custody are to that extent
irrevocable, and that the obligations of the Selling Stockholders hereunder
shall not be terminable by any act or deed of the Selling Stockholders (or by
any other person, firm or corporation including the Company, the Custodian or
the Underwriters) or by operation of law (including the death of an
individual Selling Stockholder or the dissolution of a corporate Selling
Stockholder) or by the occurrence of any other event or events, except as set
forth in the Custodian Agreement. If any such event should occur prior to
the delivery to the Underwriters of the Firm Shares or the Option Shares
hereunder, certificates for the Firm Shares or the Option Shares, as the case
may be, shall be delivered by the Custodian in accordance with the terms and
conditions of this Agreement as if such event had not occurred. The
Custodian is authorized to receive and acknowledge receipt of the proceeds of
sale of the Shares held by it against delivery of such Shares.

(c) Payment for the Firm Shares to be sold hereunder is to be made in
immediately available funds via wire transfer to the order of the Company for
any shares sold by it pursuant to Section 2(e) below and to the order of
____________, "as Custodian" for the shares to be sold by the Selling
Stockholders, in each case against delivery of certificates therefor to the
Representatives for the several accounts of the Underwriters. Such payment
and delivery are to be made at the offices of BT Alex. Brown Incorporated,
One South Street, Baltimore, Maryland, at 10:00 a.m., Baltimore time, on the
third business day after the date of this Agreement or at such other time and
date not later than five business days thereafter as you and the Company and
Odyssey shall agree upon, such time and date being herein referred to as the
"Closing Date." (As used herein, "business day" means a day on which the New
York Stock Exchange is open for trading and on which banks in New York are
open for business and not permitted by law or executive order to be closed.)
The certificates for the Firm Shares will be delivered in such denominations
and in such registrations as the Representatives request in writing not later
than the second full business day prior to the Closing Date, and will be made
available for inspection by the Representatives at least one business day
prior to the Closing Date.

-9-
<PAGE>

Shares at the price per share as set forth in the first paragraph of this
Section 2. The maximum number of Option Shares to be sold by each Selling
Stockholder is set forth opposite their respective names on Schedule III
hereto. The option granted hereby may be exercised in whole or in part by
giving written notice (i) at any time before the Closing Date and (ii) only
once thereafter within 30 days after the date of this Agreement, by you, as
Representatives of the several Underwriters, to the Company, Odyssey and the
Custodian setting forth the number of Option Shares as to which the several
Underwriters are exercising the option, the names and denominations in which
the Option Shares are to be registered and the time and date at which such
certificates are to be delivered. If the option granted hereby is exercised
in part, the respective number of Option Shares to be sold by each of the
Selling Stockholders listed in Schedule III hereto shall be determined on a
pro rata basis in accordance with the percentages set forth opposite their
names on Schedule III hereto, adjusted by you in such manner as to avoid
fractional shares. The time and date at which certificates for Option Shares
are to be delivered shall be determined by the Representatives but shall not
be earlier than three nor later than 10 full business days after the exercise
of such option, nor in any event prior to the Closing Date (such time and
date being herein referred to as the "Option Closing Date"). If the date of
exercise of the option is three or more days before the Closing Date, the
notice of exercise shall set the Closing Date as the Option Closing Date.
The number of Option Shares to be purchased by each Underwriter shall be in
the same proportion to the total number of Option Shares being purchased as
the number of Firm Shares being purchased by such Underwriter bears to the
total number of Firm Shares, adjusted by you in such manner as to avoid
fractional shares. The option with respect to the Option Shares granted
hereunder may be exercised only to cover over-allotments in the sale of the
Firm Shares by the Underwriters. You, as Representatives of the several
Underwriters, may cancel such option at any time prior to its expiration by
giving written notice of such cancellation to the Company and Odyssey. To
the extent, if any, that the option is exercised, payment for the Option
Shares shall be made on the Option Closing Date in immediately available
funds via wire transfer to the order of "_______________, AS CUSTODIAN" for
the Option Shares to be sold by the Selling Stockholders against delivery of
certificates therefor at the offices of BT Alex. Brown Incorporated, One
South Street, Baltimore, Maryland.

(e) If on the Closing Date or Option Closing Date, as the case may be,
any Selling Stockholder fails to sell the Firm Shares or Option Shares which
such Selling Stockholder has agreed to sell on such date as set forth in
SCHEDULE II AND SCHEDULE III hereto, the Company agrees that it will arrange
for the sale of that number of shares of Common Stock to the Underwriters
which represents Firm Shares or the Option Shares which such Selling
Stockholder has failed to so sell, as set forth in SCHEDULE II AND SCHEDULE III
hereto, or such lesser number as may be requested by the Representatives.

3. OFFERING BY THE UNDERWRITERS.

It is understood that the several Underwriters are to make a public
offering of the Firm Shares as soon as the Representatives deem it advisable to
do so. The Firm Shares are to be

-10-
<PAGE>

initially offered to the public at the initial public offering price set
forth in the Prospectus. The Representatives may from time to time
thereafter change the public offering price and other selling terms. To the
extent, if at all, that any Option Shares are purchased pursuant to Section 2
hereof, the Underwriters will offer them to the public on the foregoing terms.

It is further understood that you will act as the Representatives for
the Underwriters in the offering and sale of the Shares in accordance with a
Master Agreement Among Underwriters (U.S. Version) entered into by you and
the several other Underwriters.

4. COVENANTS OF THE COMPANY AND THE SELLING STOCKHOLDERS.

(a) The Company covenants and agrees with the several Underwriters that:

(i) The Company will (A) use its best efforts to cause the
Registration Statement to become effective or, if the procedure in Rule 430A
of the Rules and Regulations is followed, to prepare and timely file with the
Commission under Rule 424(b) of the Rules and Regulations a Prospectus in a
form approved by the Representatives containing information previously
omitted at the time of effectiveness of the Registration Statement in
reliance on Rule 430A of the Rules and Regulations and (B) not file any
amendment to the Registration Statement or supplement to the Prospectus of
which the Representatives shall not previously have been advised and
furnished with a copy or to which the Representatives shall have reasonably
objected in writing or which is not in compliance with the Rules and
Regulations.

(ii) The Company will advise the Representatives promptly (A) when
the Registration Statement or any post-effective amendment thereto shall have
become effective, (B) of receipt of any comments from the Commission, (C) of
any request of the Commission for amendment of the Registration Statement or
for supplement to the Prospectus or for any additional information, and (D)
of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the use of the Prospectus or
of the institution of any proceedings for that purpose. The Company will use
its best efforts to prevent the issuance of any such stop order preventing or
suspending the use of the Prospectus and to obtain as soon as possible the
lifting thereof, if issued.

(iii) The Company will cooperate with the Representatives in
endeavoring to qualify the Shares for sale under the securities laws of such
jurisdictions as the Representatives may reasonably have designated in
writing and will make such applications, file such documents, and furnish
such information as may be reasonably required for that purpose, provided the
Company shall not be required to qualify as a foreign corporation or to file
a general consent to service of process in any jurisdiction where it is not
now so qualified or required to file such a consent. The Company will, from
time to time, prepare and file such statements, reports, and other documents,
as are or may be required to continue such qualifications in effect for so
long a period as the Representatives may reasonably request for distribution
of the Shares.

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<PAGE>

(iv) The Company will deliver to, or upon the order of, the
Representatives, from time to time, as many copies of any Preliminary
Prospectus as the Representatives may reasonably request. The Company will
deliver to, or upon the order of, the Representatives during the period when
delivery of a Prospectus is required under the Act, as many copies of the
Prospectus in final form, or as thereafter amended or supplemented, as the
Representatives may reasonably request. The Company will deliver to the
Representatives at or before the Closing Date, four signed copies of the
Registration Statement and all amendments thereto including all exhibits
filed therewith, and will deliver to the Representatives such number of
copies of the Registration Statement (including such number of copies of the
exhibits filed therewith that may reasonably be requested), and of all
amendments thereto, as the Representatives may reasonably request.

(v) The Company will comply with the Act and the Rules and
Regulations, and the Securities Exchange Act of 1934 (the "Exchange Act"),
and the rules and regulations of the Commission thereunder, so as to permit
the completion of the distribution of the Shares as contemplated in this
Agreement, the International Underwriting Agreement and the Prospectus. If
during the period in which a prospectus is required by law to be delivered by
an Underwriter, International Manager or dealer, any event shall occur as a
result of which, in the judgment of the Company or in the reasonable opinion
of the Underwriters or the International Managers, it becomes necessary to
amend or supplement the Prospectus in order to make the statements therein,
in the light of the circumstances existing at the time the Prospectus is
delivered to a purchaser, not misleading, or, if it is necessary at any time
to amend or supplement the Prospectus to comply with any law, the Company
promptly will prepare and file with the Commission an appropriate amendment
to the Registration Statement or supplement to the Prospectus so that the
Prospectus as so amended or supplemented will not, in the light of the
circumstances when it is so delivered, be misleading, or so that the
Prospectus will comply with the law.

(vi) The Company will make generally available to its security
holders, as soon as it is practicable to do so, but in any event not later
than 15 months after the effective date of the Registration Statement, an
earning statement (which need not be audited) in reasonable detail, covering
a period of at least 12 consecutive months beginning after the effective date
of the Registration Statement, which earning statement shall satisfy the
requirements of Section 11(a) of the Act and Rule 158 of the Rules and
Regulations and will advise you in writing when such statement has been so
made available.

(vii) The Company will, for a period of five years from the
Closing Date, deliver to the Representatives copies of annual reports and
copies of all other documents, reports and information furnished by the
Company to its stockholders or filed with any securities exchange pursuant to
the requirements of such exchange or with the Commission pursuant to the Act
or the Exchange Act. The Company will deliver to the Representatives similar
reports with respect to

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<PAGE>

significant subsidiaries, as that term is defined in the Rules and
Regulations, which are not consolidated in the Company's financial statements.

(viii) No offering, sale, short sale or other disposition of any
shares of Common Stock of the Company or other securities convertible into or
exchangeable or exercisable for shares of Common Stock or derivative of
Common Stock (or agreement for such) will be made for a period of 180 days
after the date of this Agreement, directly or indirectly, by the Company
otherwise than hereunder or other than (a) the issuance of Common Stock upon
the exercise of presently outstanding stock options, (b) the grant of options
under the Company's 1998 Stock Option Plan or (c) with the prior written
consent of BT Alex. Brown Incorporated.

(ix) The Company will use its best efforts to list, subject to
notice of issuance, the Shares on the New York Stock Exchange.

(x) The Company has caused each officer and director and specific
Stockholders of the Company to furnish to you, on or prior to the date of
this agreement, a letter or letters, in form and substance satisfactory to
the Underwriters, pursuant to which each such person shall agree not to
offer, sell, sell short or otherwise dispose of any shares of Common Stock of
the Company or other capital stock of the Company, or any other securities
convertible, exchangeable or exercisable for Common Stock or derivative of
Common Stock owned by such person or request the registration for the offer
or sale of any of the foregoing (or as to which such person has the right to
direct the disposition of) for a period of 180 days after the date of this
Agreement, directly or indirectly, except with the prior written consent of
BT Alex. Brown Incorporated ("Lockup Agreements").

(xi) The Company will maintain a transfer agent and, if necessary
under the jurisdiction of incorporation of the Company, a registrar for the
Common Stock.

(xii) The Company will not take, directly or indirectly, any
action designed to cause or result in, or that has constituted or might
reasonably be expected to constitute, the stabilization or manipulation of
the price of any securities of the Company.

(b) Each of the Selling Stockholders covenants and agrees with the
several Underwriters that:

(i) No offering, sale, short sale or other disposition of any shares
of Common Stock of the Company or other capital stock of the Company or other
securities convertible, exchangeable or exercisable for Common Stock or
derivative of Common Stock owned by the Selling Stockholder or request for the
registration for the offer or sale of any of the foregoing (or as to which the
Selling Stockholder has the right to direct the disposition of) will be made for
a period of 180 days after the date of this Agreement, directly or indirectly,
by such Selling

-13-

<PAGE>

Stockholder otherwise than hereunder or with the prior written consent of BT
Alex. Brown Incorporated.

(ii) In order to document the Underwriters' compliance with the
reporting and withholding provisions of the Tax Equity and Fiscal
Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act
of 1983 with respect to the transactions herein contemplated, each of the
Selling Stockholders agrees to deliver to you prior to or at the Closing Date
a properly completed and executed United States Treasury Department Form W-9
(or other applicable form or statement specified by Treasury Department
regulations in lieu thereof).

(iii) Such Selling Stockholder will not take, directly or
indirectly, any action designed to cause or result in, or that has
constituted or might reasonably be expected to constitute, the stabilization
or manipulation of the price of any securities of the Company.

5. COSTS AND EXPENSES.

On the Closing Date, the Selling Stockholders severally and not jointly
will, on a pro rata basis based on the proportion of the total Shares sold by
each Selling Stockholder to the total number of Shares to be sold hereunder
and pursuant to the International Underwriting Agreement, pay all costs,
expenses and fees incident to the performance of the obligations of the
Company and the Selling Stockholders under this Agreement, including, without
limiting the generality of the foregoing, the following: accounting fees of
the Company; the fees and disbursements of counsel for the Company and the
Selling Stockholders; the cost of printing and delivering to, or as requested
by, the Underwriters copies of the Registration Statement, Preliminary
Prospectuses, the Prospectus, this Agreement, the Underwriters' Invitation
Letter, the Listing Application and any supplements or amendments thereto;
the filing fees of the Commission; the filing fees of the NASD terms of the
sale of the Shares; and the listing fee of the New York Stock Exchange;
provided, however, that if the transactions contemplated hereby shall not be
consummated, the Company shall pay all such expenses. To the extent, if at
all, that any of the Selling Stockholders engage special legal counsel to
represent them in connection with the offering, the fees and expenses of such
counsel shall be borne by such Selling Stockholder. Any transfer taxes
imposed on the sale of the Shares to the several Underwriters will be paid by
the Selling Stockholders pro rata, on a pro rata basis based on the
proportion of the total Shares sold by each Selling Stockholder to the total
number of Shares to be sold hereunder. The Company and the Selling
Stockholders shall not, however, be required to pay for any of the
Underwriter's expenses except that, if this Agreement shall not be
consummated because the conditions in Section 6 hereof are not satisfied, or
because this Agreement is terminated by the Representatives pursuant to
Section 11(b) hereof, or by reason of any failure, refusal or inability on
the part of the Company or the Selling Stockholders to perform any
undertaking or satisfy any condition of this Agreement or to comply with any
of the terms hereof on their part to be performed, unless such failure to
satisfy said condition or to comply with said terms shall be due to the
default or omission of any Underwriter, then the Company shall reimburse the
several

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<PAGE>

Underwriters for reasonable out-of-pocket expenses, including fees and
disbursements of counsel, reasonably incurred in connection with
investigating, marketing and proposing to market the Shares or in
contemplation of performing their obligations hereunder; provided, however,
that if the obligations to reimburse the Underwriters under this sentence
arises from the act or omission of any one or more of the Selling
Stockholders, then such Selling Stockholder shall be obligated to make the
reimbursements required by this sentence. Notwithstanding the foregoing, the
Company and the Selling Stockholders shall not in any event be liable to any
of the several Underwriters for damages on account of loss of anticipated
profits from the sale by them of the Shares.

6. CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS.

The several obligations of the Underwriters to purchase the Firm Shares
on the Closing Date and the Option Shares, if any, on the Option Closing Date
are subject to the accuracy, as of the Closing Date or the Option Closing
Date, as the case may be, of the representations and warranties of the
Company and the Selling Stockholders contained herein, and to the performance
by the Company and the Selling Stockholders of their covenants and
obligations hereunder and to the following additional conditions:

(a) The Registration Statement and all post-effective amendments
thereto shall have become effective and any and all filings required by Rule
424 and Rule 430A of the Rules and Regulations shall have been made, and any
request of the Commission for additional information (to be included in the
Registration Statement or otherwise) shall have been disclosed to the
Representatives and complied with to their reasonable satisfaction. No stop
order suspending the effectiveness of the Registration Statement, as amended
from time to time, shall have been issued and no proceedings for that purpose
shall have been taken or, to the knowledge of the Company or the Selling
Stockholders, shall be contemplated by the Commission and no injunction,
restraining order, or order of any nature by a Federal or state court of
competent jurisdiction shall have been issued as of the Closing Date which
would prevent the issuance of the Shares.

(b) The Representatives shall have received on the Closing Date or the
Option Closing Date, as the case may be, the opinion of Weil, Gotshal &
Manges L.L.P., special counsel for the Company and certain of the Selling
Stockholders, dated the Closing Date or the Option Closing Date, as the case
may be, addressed to the Underwriters (and stating that it may be relied upon
by counsel to the Underwriters) to the effect that:

(i) Based solely on telephone confirmation from the Commission,
the Registration Statement has become effective under the Act and, to the
knowledge of such counsel, no stop order proceedings with respect thereto
have been instituted or are pending or threatened under the Act.

-15-
<PAGE>

(ii) The Registration Statement, the Prospectus and each amendment
or supplement thereto comply as to form in all material respects with the
requirements of the Act and the applicable rules and regulations thereunder
(except that such counsel need express no opinion as to the financial
statements and the notes thereto and the other financial, statistical and
accounting data included therein).

(iii) The statements under the captions "Business -- Product
Liability and Legal Proceedings," "Management -- Executive Compensation,"
"--Employment Agreements," "-- Bonus Plan," "-- Stock Option Plans," "Certain
Transactions," "Description of Capital Stock" and "Shares Eligible for Future
Sale" in the Prospectus, insofar as such statements constitute a summary of
documents referred to therein or matters of law, fairly summarize in all
material respects the information called for with respect to such documents
and matters.

(iv) Such counsel does not know of any contracts or documents
required to be filed as exhibits to the Registration Statement or described
in the Registration Statement or the Prospectus which are not so filed or
described as required, and such contracts and documents as are summarized in
the Registration Statement or the Prospectus are fairly summarized in all
material respects.

(v) The execution and delivery of this Agreement and the
International Underwriting Agreement and the consummation of the transactions
herein or therein contemplated do not and will not conflict with or result in
a breach of any of the terms or provisions of, or constitute a default under,
the Charter or By-Laws of the Company, or any material agreement or
instrument known to such counsel to which the Company or any of the
Subsidiaries is a party or by which the Company or any of the Subsidiaries
may be bound.

(vi) This Agreement and the International Underwriting Agreement
have been duly authorized, executed and delivered by the Company.

(vii) No approval, consent, order, authorization, designation,
declaration or filing by or with any New York, Texas, Delaware corporate or
federal regulatory, administrative or other governmental body is necessary in
connection with the execution and delivery of this Agreement and the
International Underwriting Agreement and the consummation of the transactions
herein contemplated (other than as may be required by the NASD or as required
by state securities or blue sky laws) except such as have been obtained or
made, specifying the same.

(viii) The Company is not, and will not become, as a result of the
consummation of the transactions contemplated by this Agreement and the
International Underwriting Agreement, and application of the net proceeds
therefrom as described in the Prospectus, required to register as an
investment company under the 1940 Act.

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<PAGE>

(ix) This Agreement and the International Underwriting Agreement
have been duly authorized, executed and delivered on behalf of Odyssey.

(x) Odyssey has full legal right, power and authority, and any
approval required by law, to sell, assign, transfer and deliver the portion
of the Shares to be sold by Odyssey.

(xi) The Custodian Agreement and the Power of Attorney executed
and delivered by Odyssey are valid and binding upon Odyssey.

(xii) The Underwriters (assuming that they are bona fide
purchasers within the meaning of the Uniform Commercial Code) have acquired
good and valid title to the Shares being sold by Odyssey on the Closing Date,
and the Option Closing Date, as the case may be, free and clear of all liens,
encumbrances, equities and claims.

In rendering such opinion Weil, Gotshal & Manges LLP may rely as to (i)
matters governed by the laws of states other than New York, Texas, Delaware
or Federal laws on local counsel in such jurisdictions, and (ii) as to
matters of fact, on certificates of officers or directors of the Company. In
addition to the matters set forth above, such opinion shall also include a
statement such counsel has participated in conferences with directors,
officers and other representatives of the Company and various of the Selling
Stockholders, representatives of the independent public accountants for the
Company, representatives of the Underwriters and representatives of counsel
for the Underwriters, at which conferences the contents of the Registration
Statement and the Prospectus and related matters were discussed, and,
although such counsel need not pass on or assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement and Prospectus (except to the extent specified in such
opinion), no facts have come to the attention of such counsel which lead such
counsel to believe that the Registration Statement, on the effective date
thereof, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements contained therein not misleading or that the Prospectus, on the
date thereof or on the Closing Date, contained or contains an untrue
statement of a material fact or omitted or omits to state a material fact
required to be stated therein or necessary to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no view with
respect to the financial statements and related notes, the financial
statement schedules and the other financial, statistical and accounting data
included in the Registration Statement or Prospectus). With respect to such
statement, Weil, Gotshal & Manges LLP may state that their belief is based
upon the procedures set forth therein, but is without independent check and
verification.

(c) The Representatives shall have received on the Closing Date or the
Option Closing Date, as the case may be, the opinion of McBride, Baker & Coles,
counsel for the Company, dated the Closing Date or the Option Closing Date, as
the case may be, addressed to the

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<PAGE>

Underwriters (and stating that it may be relied upon by counsel to the
Underwriters) to the effect that:

(i) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware,
with corporate power and authority to own or lease its properties and conduct
its business as described in the Registration Statement; each of the
Subsidiaries has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, with corporate power and authority to own or lease its
properties and conduct its business as described in the Registration
Statement; the Company and each of the Subsidiaries are duly qualified to
transact business in all jurisdictions in which the conduct of their business
requires such qualification except where the failure to qualify would not
have a materially adverse effect upon the business of the Company and the
Subsidiaries taken as a whole; and the outstanding shares of capital stock of
each of the Subsidiaries have been duly authorized and validly issued and are
fully paid and non-assessable and are owned by the Company or a Subsidiary;
and, to such counsel's knowledge, the outstanding shares of capital stock of
each of the Subsidiaries is owned free and clear of all liens, encumbrances
and equities and claims except those provided pursuant to the Credit
Agreement, and no options, warrants or other rights to purchase, agreements
or other obligations to issue or other rights to convert any obligations into
any shares of capital stock or of ownership interests in the Subsidiaries are
outstanding.

(ii) The Company has authorized and outstanding capital stock as
set forth under the caption "Capitalization" in the Prospectus; the
authorized shares of the Company's Common Stock have been duly authorized;
the outstanding shares of the Company's Common Stock, including the Shares to
be sold by the Selling Stockholders, have been duly authorized and validly
issued and are fully paid and non-assessable; all of the Shares conform to
the description thereof contained in the Prospectus; the shares of Common
Stock, including the Option Shares, if any, to be sold by the Company
pursuant to this Agreement have been duly authorized and will be validly
issued, fully paid and non-assessable when issued and paid for as
contemplated by this Agreement; and no preemptive rights of stockholders
pursuant to law or the Company's certificate of incorporation exist with
respect to any of the Shares or the issue or sale thereof.

(iii) Except as described in or contemplated by the Prospectus, to
the knowledge of such counsel, there are no outstanding securities of the
Company convertible or exchangeable into or evidencing the right to purchase
or subscribe for any shares of capital stock of the Company and there are no
outstanding or authorized options, warrants or rights of any character
obligating the Company to issue any shares of its capital stock or any
securities convertible or exchangeable into or evidencing the right to
purchase or subscribe for any shares of such stock; and except as described
in the Prospectus, to the knowledge of such counsel, no holder of any
securities of the Company or any other person has the right, contractual or
otherwise, which has not been satisfied or effectively waived, to cause the
Company to sell or otherwise issue to them, or to permit them to underwrite
the sale of, any of the Shares or the right to have any Common

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<PAGE>

Shares or other securities of the Company included in the Registration
Statement or the right, as a result of the filing of the Registration
Statement, to require registration under the Act of any shares of Common
Stock or other securities of the Company.

(iv) Such counsel knows of no material legal or governmental
proceedings pending or threatened against the Company or any of the
Subsidiaries except as set forth in the Prospectus.

(v) This Agreement and the International Underwriting Agreement
have been duly authorized, executed and delivered on behalf of R.P. Small
Corporation.

(vi) R.P. Small Corporation has full legal right, power and
authority, and any approval required by law, to sell, assign, transfer and
deliver the portion of the Shares to be sold by R.P. Small Corporation.

(vii) The Custodian Agreement and the Power of Attorney executed
and delivered by R.P. Small Corporation are valid and binding.

(viii) The Underwriters (assuming that they are bona fide
purchasers within the meaning of the Uniform Commercial Code) have acquired
good and valid title to the Shares being sold by R.P. Small Corporation on
the Closing Date, and the Option Closing Date, as the case may be, free and
clear of all liens, encumbrances, equities and claims.

In rendering such opinion McBride, Baker & Coles may rely as to (i)
matters governed by the laws of states other than Illinois, Texas, Delaware
or Federal laws on local counsel in such jurisdictions, provided that in each
case McBride, Baker & Coles shall state that they believe that they and the
Underwriters are justified in relying on such other counsel and (ii) as to
matters of fact, on certificates of officers or directors of the Company.

(d) The Representatives shall have received from various counsel for
each Selling Stockholder, other than BT Investments, Inc., Odyssey and R.P.
Small Corporation, opinions dated the Closing Date or the Option Closing
Date, as the case may be, addressed to the Underwriters to the effect that:

(i) Such Selling Stockholder has full legal right, power and
authority, and any approval required by law, to sell, assign, transfer and
deliver the portion of the Shares to be sold by such Selling Stockholder.

(ii) The Custodian Agreement and the Power of Attorney executed
and delivered by such Selling Stockholder are valid and binding upon each
Selling Stockholder.

(iii) The Underwriters (assuming that they are bona fide
purchasers within the meaning of the Uniform Commercial Code) have acquired
good and valuable title to the Shares

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<PAGE>

being sold by such Selling Stockholder on the Closing Date, and the Option
Closing Date, as the case may be, free and clear of all liens, encumbrances,
equities and claims.

(e) The Representatives shall have received from Piper & Marbury
L.L.P., counsel for the Underwriters, an opinion dated the Closing Date or
the Option Closing Date, as the case may be, substantially to the effect
specified in subparagraphs (i) and (vi) of Paragraph (b) of this Section 6
and subparagraphs (ii), (iii) and (iv) of Paragraph (c) of this Section 6,
and that the Company is a duly organized and validly existing corporation
under the laws of the State of Delaware. In rendering such opinion, Piper &
Marbury L.L.P. may rely as to all matters governed other than by the laws of
the State of Delaware or Federal laws on the opinion of counsel referred to
in Paragraph (b) and (c) of this Section 6. In addition to the matters set
forth above, such opinion shall also include a statement to the effect that
nothing has come to the attention of such counsel which leads them to believe
that (i) the Registration Statement, or any amendment thereto, as of the time
it became effective under the Act (but after giving effect to any
modifications incorporated therein pursuant to Rule 430A under the Act) as of
the Closing Date or the Option Closing Date, as the case may be, contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and (ii) the Prospectus, or any supplement thereto, on the date
it was filed pursuant to the Rules and Regulations and as of the Closing Date
or the Option Closing Date, as the case may be, contained an untrue statement
of a material fact or omitted to state a material fact, necessary in order to
make the statements, in the light of the circumstances under which they are
made, not misleading (except that such counsel need express no view as to
financial statements, schedules and statistical information therein). With
respect to such statement, Piper & Marbury L.L.P. may state that their belief
is based upon the procedures set forth therein, but is without independent
check and verification.

(e) You shall have received, on each of the dates hereof, the Closing
Date and the Option Closing Date, as the case may be, a letter dated the date
hereof, the Closing Date or the Option Closing Date, as the case may be, in
form and substance satisfactory to you, of Arthur Andersen LLP confirming
that they are independent public accountants within the meaning of the Act
and the applicable published Rules and Regulations thereunder and stating
that in their opinion the financial statements and schedules examined by them
and included in the Registration Statement comply in form in all material
respects with the applicable accounting requirements of the Act and the
related published Rules and Regulations.

(f) The Representatives shall have received on the Closing Date or the
Option Closing Date, as the case may be, a certificate or certificates executed
on behalf of the Company by the Chief Executive Officer and the Chief Financial
Officer of the Company certifying that, as of the Closing Date or the Option
Closing Date, as the case may be:

(i) The Registration Statement has become effective under the Act and
no stop order suspending the effectiveness of the Registration Statement has
been issued, and no

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<PAGE>

proceedings for such purpose have been taken or are, to his knowledge,
contemplated by the Commission;

(ii) The representations and warranties of the Company contained
in Section 1 hereof are true and correct as of the Closing Date or the Option
Closing Date, as the case may be;

(iii) All filings required to have been made pursuant to Rules 424
or 430A under the Act have been made;

(iv) As of the effective date of the Registration Statement, the
statements contained in the Registration Statement were true and correct, and
such Registration Statement and Prospectus did not omit to state a material
fact required to be stated therein or necessary in order to make the
statements therein not misleading, and since the effective date of the
Registration Statement, no event has occurred which should have been set
forth in a supplement to or an amendment of the Prospectus which has not been
so set forth in such supplement or amendment; and

(v) Since the respective dates as of which information is given in
the Registration Statement and Prospectus, there has not been any material
adverse change or any development involving a prospective material adverse
change in or affecting the condition, financial or otherwise, of the Company
and its Subsidiaries taken as a whole or the earnings, business, management,
properties, assets, rights, operations, condition (financial or otherwise) or
prospects of the Company and the Subsidiaries taken as a whole, whether or
not arising in the ordinary course of business.

(f) The Company and the Selling Stockholders shall have furnished to
the Representatives such further certificates and documents confirming the
representations and warranties, covenants and conditions contained herein and
related matters as the Representatives may reasonably have requested.

(g) The Firm Shares and Option Shares, if any, have been approved for
designation upon notice of issuance on the New York Stock Exchange.

(h) The Lockup Agreements described in Section 4(a)(x) are in full
force and effect.

(i) The closing under the International Underwriting Agreement shall
have occurred concurrently with the closing hereunder on the Closing Date.

The opinions and certificates mentioned in this Agreement shall be
deemed to be in compliance with the provisions hereof only if they are in all
material respects reasonably satisfactory to the Representatives and to Piper
& Marbury L.L.P., counsel for the Underwriters.

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<PAGE>

If any of the conditions hereinabove provided for in this Section 6
shall not have been fulfilled when and as required by this Agreement to be
fulfilled, the obligations of the Underwriters hereunder may be terminated by
the Representatives by notifying the Company and the Selling Stockholders of
such termination in writing or by telegram at or prior to the Closing Date or
the Option Closing Date, as the case may be.

In such event, the Selling Stockholders, the Company and the
Underwriters shall not be under any obligation to each other (except to the
extent provided in Sections 5 and 8 hereof).

7. CONDITIONS OF THE OBLIGATIONS OF THE SELLING STOCKHOLDERS.

The obligations of the Selling Stockholders to sell and deliver the
portion of the Shares required to be delivered as and when specified in this
Agreement are subject to the conditions that at the Closing Date or the
Option Closing Date, as the case may be, no stop order suspending the
effectiveness of the Registration Statement shall have been issued and in
effect or proceedings therefor initiated or threatened.

8. INDEMNIFICATION.

(a) The Company agrees to indemnify and hold harmless each Underwriter
and each Selling Stockholder and each person, if any, who controls any
Underwriter or any Selling Stockholder within the meaning of the Act, against
any losses, claims, damages or liabilities to which such Underwriter, Selling
Stockholder or any such controlling person may become subject under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any Preliminary Prospectus, the
Prospectus or any amendment or supplement thereto, or (ii) the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading; and will
reimburse each Underwriter, Selling Stockholder and each such controlling
person upon demand for any legal or other expenses reasonably incurred by
such Underwriter or such controlling person in connection with investigating
or defending any such loss, claim, damage or liability, action or proceeding
or in responding to a subpoena or governmental inquiry related to the
offering of the Shares, whether or not such Underwriter or controlling person
is a party to any action or proceeding; provided, however, that the Company
and the Selling Stockholders will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement, or omission or
alleged omission made in the Registration Statement, any Preliminary
Prospectus, the Prospectus, or such amendment or supplement, in reliance upon
and in conformity with written information furnished to the Company by or
through the Representatives or any Selling Stockholder specifically for use
in the preparation thereof; provided further, that the foregoing indemnity
agreement with respect to any Preliminary Prospectus shall not inure to the
benefit of the Underwriter or any person controlling such

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<PAGE>

Underwriter from which the person asserting any such loss, claim, damage or
liability purchased Shares if a copy of the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of the Underwriter
at or prior to written confirmation of the sale of such Shares to such person
and the Prospectus (as amended or supplemented) would have cured the defect
giving rise to such losses, claims, damages or liabilities. This indemnity
agreement will be in addition to any liability which the Company may
otherwise have.

(b) Each Selling Stockholder severally and not jointly will indemnify
and hold harmless the Company, each of its directors, each of its officers
who have signed the Registration Statement, each Underwriter, and each person
who controls the Company or any Underwriter within the meaning of the Act,
against any losses, claims, damages or liabilities to which the Company or
any such director, officer, Underwriter or controlling person may become
subject under the Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions or proceeds in respect thereof) arise out of or
are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement, any Preliminary
Prospectus, the Prospectus or any amendment or supplement thereto, or (ii)
the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made; and
will reimburse the Company or any such director, officer, Underwriter or
controlling person upon demand for any legal or other expenses reasonably
incurred by the Company, such director, officer, Underwriter or controlling
person in connection with investigating or defending any such loss, claim,
damage or liability, action or proceeding or in responding to any subpoena or
governmental inquiry related to the offering of the Shares, whether or not
the Company, such director, officer, Underwriter or controlling person is a
party to any action or proceeding; provided, however, that each Selling
Stockholder will be liable in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission has been made in the Registration Statement, Preliminary
Prospectus, the Prospectus or such amendment or supplement, in reliance upon
and in conformity with written information furnished to the Company by such
Selling Stockholder for use in the preparation thereof; provided further,
that the foregoing indemnity agreement with respect to any Preliminary
Prospectus shall not inure to the benefit of the Underwriter or any person
controlling such Underwriter from which the person asserting any such loss,
claim, damage or liability purchased Shares if a copy of the Prospectus (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of the Underwriter
at or prior to written confirmation of the sale of such Shares to such person
and the Prospectus (as amended or supplemented) would have cured the defect
giving rise to such losses, claims, damages or liabilities. In no event,
however, shall the aggregate liability of any Selling Stockholder for
indemnification under this Section 8(b) exceed (when added to all amounts
paid by such Selling Stockholder under Section 8(e), if any) the lesser of
(i) proceeds received by such Selling Stockholder from the Underwriters in
the offering or (ii) the proportion of the total

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<PAGE>

proceeds equal to the proportion of the total shares sold by such Selling
Stockholder. This indemnity agreement will be in addition to any liability
which such Selling Stockholder may otherwise have.

(c) Each Underwriter severally and not jointly will indemnify and hold
harmless the Company, each of its directors, each of its officers who have
signed the Registration Statement, the Selling Stockholders, and each person,
if any, who controls the Company or the Selling Stockholders within the
meaning of the Act, against any losses, claims, damages or liabilities to
which the Company or any such director, officer, Selling Stockholder or
controlling person may become subject under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement, any Preliminary Prospectus, the Prospectus or any amendment or
supplement thereto, or (ii) the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances
under which they were made; and will reimburse the Company or any such
director, officer, Selling Stockholder or controlling person upon demand for
any legal or other expenses reasonably incurred by the Company or any such
director, officer, Selling Stockholder or controlling person in connection
with investigating or defending any such loss, claim, damage or liability,
action or proceeding or in responding to the subpoena or governmental inquiry
related to the offering of the Shares, whether or not the Company or any such
director, officer, Selling Stockholder or controlling person is a party is a
party to any action or proceeding; provided, however, that each Underwriter
will be liable in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
has been made in the Registration Statement, any Preliminary Prospectus, the
Prospectus or such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by or through
the Representatives specifically for use in the preparation thereof. This
indemnity agreement will be in addition to any liability which such
Underwriter may otherwise have.

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<PAGE>

indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified
party and shall pay as incurred the fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any indemnified party
shall have the right to retain its own counsel at its own expense.
Notwithstanding the foregoing, the indemnifying party shall pay as incurred
(or within 30 days of presentation) the fees and expenses of the counsel
retained by the indemnified party in the event (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention of such
counsel, (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them or
(iii) the indemnifying party shall have failed to assume the defense and
employ counsel acceptable to the indemnified party within a reasonable period
of time after notice of commencement of the action. It is understood that
the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable
fees and expenses of more than one separate firm for all such indemnified
parties. Such firm shall be designated in writing by you in the case of
parties indemnified pursuant to Section 8(a) and (b) and by the Company and
the Selling Stockholders in the case of parties indemnified pursuant to
Section 8(c). The indemnifying party shall not be liable for any settlement
of any proceeding effected without its written consent but if settled with
such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. In addition,
the indemnifying party will not, without the prior written consent of the
indemnified party, settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding of which
indemnification may be sought hereunder (whether or not any indemnified party
is an actual or potential party to such claim, action or proceeding) unless
such settlement, compromise or consent includes an unconditional release of
each indemnified party from all liability arising out of such claim, action
or proceeding.

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<PAGE>

party shall contribute to such amount paid or payable by such indemnified
party in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company and the Selling
Stockholders on the one hand and the Underwriters on the other in connection
with the statements or omissions which resulted in such losses, claims,
damages or liabilities, (or actions or proceedings in respect thereof), as
well as any other relevant equitable considerations. The relative benefits
received by the Company and the Selling Stockholders on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by
the Company and the Selling Stockholders bear to the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover page of the Prospectus. The relative fault
shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company or the Selling Stockholders on the one hand or the Underwriters on
the other and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

The Company, the Selling Stockholders and the Underwriters agree that it
would not be just and equitable if contributions pursuant to this Section
8(e) were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above
in this Section 8(e). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) referred to above in this Section 8(e) shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (e), (i)
no Underwriter shall be required to contribute any amount in excess of the
underwriting discounts and commissions applicable to the Shares purchased by
such Underwriter, (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation, and (iii) no Selling Stockholder shall be required to
contribute any amount in excess of the lesser of (A) that proportion of the
total of such losses, claims, damages or liabilities indemnified or
contributed against equal to the proportion of the total Shares sold
hereunder which is being sold by such Selling Stockholder, or (B) the
proceeds received by such Selling Stockholder from the Underwriters in the
offering less the aggregate amounts theretofore paid by such Selling
Shareholder, if any, under Section 8(b) or this Section 8(e). The
Underwriters' obligations in this Section 8(d) to contribute are several in
proportion to their respective underwriting obligations and not joint.

(e) In any proceeding relating to the Registration Statement, any
Preliminary Prospectus, the Prospectus or any supplement or amendment thereto,
each party against whom contribution may be sought under this Section 8 hereby
consents to the jurisdiction of any court having

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<PAGE>

jurisdiction over any other contributing party, agrees that process issuing
from such court may be served upon him or it by any other contributing party
and consents to the service of such process and agrees that any other
contributing party may join him or it as an additional defendant in any such
proceeding in which such other contributing party is a party.

(f) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 8 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. A
successor to any Underwriter to any Selling Stockholder, or to the Company,
its directors or officers, or any person controlling the Company, shall be
entitled to the benefits of the indemnity, contribution and reimbursement
agreements contained in this Section 8.

9. DEFAULT BY UNDERWRITERS.

If on the Closing Date or the Option Closing Date, as the case may be,
any Underwriter shall fail to purchase and pay for the portion of the Shares
which such Underwriter has agreed to purchase and pay for on such date
(otherwise than by reason of any default on the part of the Company or a
Selling Stockholder), you, as Representatives of the Underwriters, shall use
your reasonable efforts to procure within 36 hours thereafter one or more of
the other Underwriters, or any others, to purchase from the Company and the
Selling Stockholders such amounts as may be agreed upon and upon the terms
set forth herein, the Firm Shares or Option Shares, as the case may be, which
the defaulting Underwriter or Underwriters failed to purchase. If during
such 36 hours you, as such Representatives, shall not have procured such
other Underwriters, or any others, to purchase the Firm Shares or Option
Shares, as the case may be, agreed to be purchased by the defaulting
Underwriter or Underwriters, then (a) if the aggregate number of shares with
respect to which such default shall occur does not exceed 10% of the Firm
Shares or Option Shares, as the case may be, covered hereby, the other
Underwriters shall be obligated, severally, in proportion to the respective
numbers of Firm Shares or Option Shares, as the case may be, which they are
obligated to purchase hereunder, to purchase the Firm Shares or Option
Shares, as the case may be, which such defaulting Underwriter or Underwriters
failed to purchase, or (b) if the aggregate number of shares of Firm Shares
or Option Shares, as the case may be, with respect to which such default
shall occur exceeds 10% of the Firm Shares or Option Shares, as the case may
be, covered hereby, the Company and the Selling Stockholders or you as the
Representatives of the Underwriters will have the right, by written notice
given within the next 36-hour period to the parties to this Agreement, to
terminate this Agreement without liability on the part of the non-defaulting
Underwriters or of the Company or of the Selling Stockholders except to the
extent provided in Section 8 hereof. In the event of a default by any
Underwriter or Underwriters, as set forth in this Section 9, the Closing Date
or Option Closing Date, as the case may be, may be postponed for such period,
not exceeding seven days, as you, as Representatives, may determine in order
that the required changes in the Registration Statement or in the Prospectus
or in any other documents or arrangements may be effected. The term
"Underwriter" includes any person substituted for a defaulting Underwriter.
Any action taken under this

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<PAGE>

Section 9 shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.

10. NOTICES.

All communications hereunder shall be in writing and, except as
otherwise provided herein, will be mailed, delivered, telecopied or
telegraphed and confirmed as follows: if to the Underwriters, to BT Alex.
Brown Incorporated, 130 Liberty Street, New York, New York 10006, Attention:
Brooks Tanner; with a copy to BT Alex. Brown Incorporated, One South Street,
Baltimore, Maryland 21202, Attention: General Counsel; if to the Company or
the Selling Stockholders, to TriStar Aerospace Co., 2527 Willowbrook Road,
Dallas, Texas 75220-4420, Attention: Quentin Bourjeaurd; with a copy to Weil,
Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, Attention:
Simeon Gold, Esq.

11. TERMINATION.

This Agreement may be terminated by you by notice to the Company and
Odyssey as follows:

(a) at any time prior to the earlier of (i) the time the Shares are
released by you for sale by notice to the Underwriters, or (ii) 11:30 a.m.
on the first business day following the date of this Agreement;

(b) at any time prior to the Closing Date if any of the following has
occurred: (i) since the respective dates as of which information is given in
the Registration Statement and the Prospectus, any material adverse change or
any development involving a prospective material adverse change in or
affecting the condition, financial or otherwise, of the Company and its
Subsidiaries taken as a whole or the earnings, business, management,
properties, assets, rights, operations, condition (financial or otherwise) or
prospects of the Company and its Subsidiaries taken as a whole, whether or
not arising in the ordinary course of business; (ii) any outbreak or
escalation of hostilities or declaration of war or national emergency or
other national or international calamity or crisis or change in economic or
political conditions if the effect of such outbreak, escalation, declaration,
emergency, calamity, crisis or change on the financial markets of the United
States would, in your reasonable judgment, make it impracticable to market
the Shares or to enforce contracts for the sale of the Shares; (iii) trading
generally shall have been suspended or materially limited on or by, as the
case may be, any of the New York Stock Exchange, the American Stock Exchange
or the Nasdaq National Market System; (iv) the enactment, publication, decree
or other promulgation of any statute, regulation, rule or order of any court
or other governmental authority which in your opinion materially and
adversely affects or may materially and adversely affect the business or
operations of the Company; (v) declaration of a banking moratorium by United
States or New York State authorities, (vi) the suspension of trading of the
Company's common stock on the New York Stock Exchange; or

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<PAGE>

(vii) the taking of any action by any governmental body or agency in respect
of its monetary or fiscal affairs which in your reasonable opinion has a
material adverse effect on the securities markets in the United States; or

12. SUCCESSORS.

This Agreement has been and is made solely for the benefit of the
Underwriters, the Company and the Selling Stockholders and their respective
successors, executors, administrators, heirs and assigns, and the officers,
directors and controlling persons referred to herein, and no other person
will have any right or obligation hereunder. No purchaser of any of the
Shares from any Underwriter shall be deemed a successor or assign merely
because of such purchase.

13. INFORMATION PROVIDED BY UNDERWRITERS.

The Company, the Selling Stockholders and the Underwriters acknowledge
and agree that the only information furnished or to be furnished by any
Underwriter to the Company for inclusion in any Prospectus or the
Registration Statement consists of the information set forth in the last
paragraph on the front cover page (insofar as such information relates to the
Underwriters), legends required by Item 502(d) of Regulation S-K under the
Act and the information under the caption "Underwriting" in the Prospectus.

14. MISCELLANEOUS.

The reimbursement, indemnification and contribution agreements contained
in this Agreement and the representations, warranties and covenants in this
Agreement shall remain in full force and effect regardless of (a) any
termination of this Agreement, (b) any investigation made by or on behalf of
any Underwriter or controlling person thereof, or by or on behalf of the
Company or its directors or officers and (c) delivery of and payment for the
Shares under this Agreement.

This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware.

If the foregoing letter is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding agreement among the Selling Stockholders,
the Company and the several Underwriters in accordance with its terms.

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<PAGE>

Any person executing and delivering this Agreement as Attorney-in-Fact
for a Selling Stockholder represents by so doing that he has been duly
appointed as Attorney-in-Fact by such Selling Stockholder pursuant to a
validly existing and binding Power of Attorney which authorizes such
Attorney-in-Fact to take such action.

Very truly yours,

TRISTAR AEROSPACE CO.

By
----------------------------------------
Quentin Bourjeaurd
President and Chief Executive Officer

Selling Stockholders listed on Schedule II:

By
----------------------------------------
Attorney-in-Fact

-30-
<PAGE>

The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.

BT ALEX. BROWN INCORPORATED
SBC WARBURG DILLON READ INC.

As Representatives of the several
Underwriters listed on Schedule I

By: BT Alex. Brown Incorporated

By:
---------------------------------
Authorized Officer

-31-
<PAGE>

SCHEDULE I

SCHEDULE OF UNDERWRITERS

<TABLE>
Number of Firm Shares
Underwriter to be Purchased
- ----------- ---------------
<S> <C>
BT Alex. Brown Incorporated

SBC Warburg Dillon Read Inc.

-----------
Total
-----------
</TABLE>

-32-

<PAGE>

SCHEDULE II

SCHEDULE OF SELLING STOCKHOLDERS

<TABLE>
Number of Firm Shares
Selling Stockholder to be Sold
- ------------------- ----------
<S> <C>
Odyssey Partners, L.P.

R.P. Small Corporation

BT Investment Partners, Inc.

G. Bruce McInnis

Quentin Bourjeaurd

Total

</TABLE>
-33-

<PAGE>

SCHEDULE III

SCHEDULE OF OPTION SHARES

<TABLE>
Maximum Number Percentage of
of Option Shares Total Number of
Name of Seller to be Sold Option Shares
- -------------- ---------- -------------
<S> <C> <C>
Odyssey Partners, L.P.

R.P. Small Corporation

BT Investment Partners, Inc.

G. Bruce McInnis

Quentin Bourjeaurd

Total
</TABLE>

-34-

<PAGE>

2,000,000 Shares

TriStar Aerospace Co.

Common Stock

UNDERWRITING AGREEMENT

(INTERNATIONAL VERSION)

_______________, 1998

BT Alex. Brown International,
a division of Bankers Trust International PLC
SBC Warburg Dillon Read Inc.
As Lead Managers of the
Several International Managers
c/o BT Alex. Brown International, a division of
Bankers Trust International PLC
One Appold Street, Broadgate
London EC2 2HE, England

Gentlemen:

Certain stockholders (the "Selling Stockholders") of TriStar Aerospace
Co., a Delaware corporation (the "Company"), propose to sell to the several
international managers (the "International Managers") named in Schedule I
hereto for whom you are acting as lead managers (the "Lead Managers") an
aggregate of 2,000,000 shares of the Company's Common Stock, $0.01 par value
(the "Firm Shares"). The respective amounts of the Firm Shares to be so
purchased by the several International Managers are set forth opposite their
names in Schedule I hereto and the respective amounts to be sold by the
Selling Stockholders are set forth opposite their names in Schedule II
hereto. Certain of the Selling Stockholders also propose to sell at the
International Managers' option an aggregate of up to ____________ additional
shares of the Company's Common Stock (the "Option Shares") as set forth below
in the respective amounts set forth opposite such Selling Stockholder's name
on Schedule III hereto.

-1-
<PAGE>

As the Lead Managers, you have advised the Company and the Selling
Stockholders (a) that you are authorized to enter into this Agreement on
behalf of the several International Managers, and (b) that the several
International Managers are willing, acting severally and not jointly, to
purchase the numbers of Firm Shares set forth opposite their respective names
in Schedule I, plus their pro rata portion of the Option Shares if you elect
to exercise the over-allotment option in whole or in part for the accounts of
the several International Managers. The Firm Shares and the Option Shares
(to the extent the aforementioned option is exercised) are herein
collectively called the "International Shares."

It is understood and agreed to by all parties that the Company and the
Selling Stockholders are concurrently entering into an agreement, a copy of
which is attached hereto (the "U.S. Underwriting Agreement"), providing for
the sale by the Selling Stockholders of up to a total of __________ shares of
Common Stock, including the overallotment option thereunder (together, the
"U.S. Shares"), through arrangements with certain underwriters in the United
States (the "U.S. Underwriters"), for whom BT Alex. Brown Incorporated and
SBC Warburg Dillon Read Inc. are acting as representatives. Anything herein
or therein to the contrary notwithstanding, the respective closings under
this Agreement and the U.S. Underwriting Agreement are hereby expressly made
conditional on one another.

The Company and the Selling Stockholders also understand that the
International Managers and the U.S. Underwriters are simultaneously entering
into an Agreement between U.S. and International Underwriting Syndicates (the
"Agreement Between Syndicates") that provides, among other things, for the
transfer of shares of Common Stock between the two syndicates. Two forms of
prospectus are to be used in connection with the offering and sale of shares
of Common Stock contemplated by the foregoing, one relating to the
International Shares and the other relating to the U.S. Shares. The latter
form of prospectus will be identical to the former except for certain
substitute pages as included in the registration statement and amendments
thereto as mentioned below. Except as the context may otherwise require,
references hereinafter to the "Shares" shall include all of the shares of
Common Stock that may be sold pursuant to either this Agreement of the U.S.
Underwriting Agreement, and references herein to any prospectus shall include
both the international and U.S. versions thereof.

In addition, this Agreement incorporates by reference certain provisions
from the U.S. Underwriting Agreement (including related definitions of terms
which are also used elsewhere herein) and, for the purposes of applying the
same, references (whether in these precise words or their equivalent) in the
incorporated provisions to "this Agreement" (meaning therein the U.S.
Underwriting Agreement) shall be to this Agreement (except where this
Agreement is already referred to or as the context may otherwise required),
and, in general, all such provisions and defined terms shall be applied
MUTATIS MUTANDIS as if the incorporated provisions were set forth in full
herein having regard to their context in this Agreement as opposed to the
U.S. Underwriting Agreement.

-2-
<PAGE>

In consideration of the mutual agreements contained herein and of the
interests of the parties in the transactions contemplated hereby, the parties
hereto agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING STOCKHOLDERS

The Company and the Selling Stockholders hereby make to the
International Managers the same respective representations and warranties as
are set forth in Section 1 of the U.S. Underwriting Agreement, which Section
is incorporated herein by this reference.

2. PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES.

(a) On the basis of the representations, warranties and covenants
herein contained, and subject to the conditions herein set forth, the Selling
Stockholders agree to sell to the International Managers and each
International Manager agrees, severally and not jointly, to purchase, at a
price of $_____ [net price] per share, the number of Firm Shares set forth
opposite the name of each International Manager in Schedule I hereof, subject
to adjustments in accordance with Section 9 hereof. The number of Firm
Shares to be purchased by each International Manager from each Selling
Stockholder shall be as nearly as practicable in the same proportion to the
total number of Firm Shares being sold by each Selling Stockholder as the
number of Firm Shares being purchased by each International Manager bears to
the total number of Firm Shares to be sold hereunder. The obligations of the
Company and of each of the Selling Stockholders shall be several and not
joint.

(b) Certificates in negotiable form for the total number of the Shares to
be sold hereunder by the Selling Stockholders have been placed in custody with
____________________ as custodian (the "Custodian") pursuant to the Custodian
Agreement executed by each Selling Stockholder for delivery of all Firm Shares
and any Option Shares to be sold hereunder by the Selling Stockholders. Each of
the Selling Stockholders specifically agrees that the Firm Shares and any Option
Shares represented by the certificates held in custody for the Selling
Stockholders under the Custodian Agreement are subject to the interests of the
International Managers hereunder, that the arrangements made by the Selling
Stockholders for such custody are to that extent irrevocable, and that the
obligations of the Selling Stockholders hereunder shall not be terminable by any
act or deed of the Selling Stockholders (or by any other person, firm or
corporation including the Company, the Custodian or the International Managers)
or by operation of law (including the death of an individual Selling Stockholder
or the dissolution of a corporate Selling Stockholder) or by the occurrence of
any other event or events, except as set forth in the Custodian Agreement. If
any such event should occur prior to the delivery to the International Managers
of the Firm Shares or the Option Shares hereunder, certificates for the Firm
Shares or the Option Shares, as the case may be, shall be delivered by the
Custodian in accordance with the terms and conditions of this Agreement as if
such event has not occurred.

-3-
<PAGE>

The Custodian is authorized to receive and acknowledge receipt of the
proceeds of sale of the Shares held by it against delivery of such Shares.

(c) Payment for the Firm Shares to be sold hereunder is to be made in
immediately available funds via wire transfer to the order of the Company for
any shares sold by it pursuant to Section 2(e) below and to the order of
____________, "as Custodian" for the shares to be sold by the Selling
Stockholders, in each case against delivery of certificates therefor to the
Lead Managers for the several accounts of the International Managers. Such
payment and delivery are to be made at the offices of BT Alex. Brown
Incorporated, One South Street, Baltimore, Maryland, at 10:00 a.m., Baltimore
time, on the third business day after the date of this Agreement or at such
other time and date not later than five business days thereafter as you and
the Company and Odyssey Partners, L.P. ("Odyssey") shall agree upon, such
time and date being herein referred to as the "Closing Date." (As used
herein, "business day" means a day on which the New York Stock Exchange is
open for trading and on which banks in New York are open for business and not
permitted by law or executive order to be closed.) The certificates for the
Firm Shares will be delivered in such denominations and in such registrations
as the Lead Managers request in writing not later than the second full
business day prior to the Closing Date, and will be made available for
inspection by the Lead Managers at least one business day prior to the
Closing Date.

(d) In addition, on the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth,
the Selling Stockholders set forth on Schedule III hereto hereby grant an
option to the several International Managers to purchase the Option Shares at
the price per share as set forth in the first paragraph of this Section 2.
The maximum number of Option Shares to be sold by each Selling Stockholder is
set forth opposite their respective names on Schedule III hereto. The option
granted hereby may be exercised in whole or in part by giving written notice
(i) at any time before the Closing Date and (ii) only once thereafter within
30 days after the date of this Agreement, by you, as Lead Managers of the
several International Managers, to the Company, Odyssey and the Custodian
setting forth the number of Option Shares as to which the several
International Managers are exercising the option, the names and denominations
in which the Option Shares are to be registered and the time and date at
which such certificates are to be delivered. If the option granted hereby is
exercised in part, the respective number of Option Shares to be sold by each
of the Selling Stockholders listed in Schedule III hereto shall be determined
on a pro rata basis in accordance with the percentages set forth opposite
their names on Schedule III hereto, adjusted by you in such manner as to
avoid fractional shares. The time and date at which certificates for Option
Shares are to be delivered shall be determined by the Lead Managers but shall
not be earlier than three nor later than 10 full business days after the
exercise of such option, nor in any event prior to the Closing Date (such
time and date being herein referred to as the "Option Closing Date"). If the
date of exercise of the option is three or more days before the Closing Date,
the notice of exercise shall set the Closing Date as the Option Closing Date.
The number of Option Shares to

-4-
<PAGE>

be purchased by each International Manager shall be in the same proportion to
the total number of Option Shares being purchased as the number of Firm
Shares being purchased by such International Manager bears to the total
number of Firm Shares, adjusted by you in such manner as to avoid fractional
shares. The option with respect to the Option Shares granted hereunder may
be exercised only to cover over-allotments in the sale of the Firm Shares by
the International Managers. You, as Lead Managers of the several
International Managers, may cancel such option at any time prior to its
expiration by giving written notice of such cancellation to the Company and
Odyssey. To the extent, if any, that the option is exercised, payment for
the Option Shares shall be made on the Option Closing Date in immediately
available funds via wire transfer to the order of "_______________, AS
CUSTODIAN" for the Option Shares to be sold by the Selling Stockholders
against delivery of certificates therefor at the offices of BT Alex. Brown
International, division of Bankers Trust International PLC, One Appold
Street, Broadgate, London EC2 2HE, England.

(e) If on the Closing Date or Option Closing Date, as the case may be,
any Selling Stockholder fails to sell the Firm Shares or Option Shares which
such Selling Stockholder has agreed to sell on such date as set forth in
SCHEDULE II AND SCHEDULE III hereto, the Company agrees that it will arrange
for the sale of that number of shares of Common Stock to the International
Managers which represents Firm Shares or the Option Shares which such Selling
Stockholder has failed to so sell, as set forth in SCHEDULE II AND SCHEDULE
III hereto, or such lesser number as may be requested by the Lead Managers.

3. OFFERING BY THE INTERNATIONAL MANAGERS.

It is understood that the several International Managers are to make a
public offering of the Firm Shares as soon as the Lead Managers deem it
advisable to do so. The Firm Shares are to be initially offered to the
public at the initial public offering price set forth in the Prospectus. The
Lead Managers may from time to time thereafter change the public offering
price and other selling terms. To the extent, if at all, that any Option
Shares are purchased pursuant to Section 2 hereof, the International Managers
will offer them to the public on the foregoing terms.

It is further understood that you will act as the Lead Managers for the
International Managers in the offering and sale of the Shares in accordance
with a Master Agreement Among Underwriters (International Version) entered
into by you and the several other International Managers.

4. COVENANTS OF THE COMPANY AND THE SELLING STOCKHOLDERS.

The Company and the Selling Stockholders hereby make the same covenants
and agreements to the International Managers as are set forth in Section 4 of
the U.S. Underwriting Agreement which Section is incorporated herein by this
reference.

-5-
<PAGE>

5. COSTS AND EXPENSES.

The Company, the Selling Stockholders and the International Managers
hereby agree with respect to certain expenses on the same terms as are set
forth in Section 5 of the U.S. Underwriting Agreement which Section is
incorporated herein by this reference.

6. CONDITIONS OF OBLIGATIONS OF THE INTERNATIONAL MANAGERS.

Subject to the provisions of the Agreement Between Syndicates, the several
obligations of the International Managers to purchase the Firm Shares on the
Closing Date and the Option Shares, if any, on the Option Closing Date, are
subject to the accuracy, as of the Closing Date or the Option Closing Date, as
the case may be, of the representations and warranties of the Company and the
Selling Stockholders contained herein, and to the performance by the Company and
the Selling Stockholders of their convenants and obligations hereunder and to
the additional conditions set forth in Section 6 of the U.S. Underwriting
Agreement, which Section is incorporated herein by this reference.

7. CONDITIONS OF THE OBLIGATIONS OF THE SELLING STOCKHOLDERS.

8. INDEMNIFICATION.

(a) The Company agrees to indemnify and hold harmless each
International Manager and each Selling Stockholder and each person, if any,
who controls any International Manager or any Selling Stockholder within the
meaning of the Act, against any losses, claims, damages or liabilities to
which such International Manager, Selling Stockholder or any such controlling
person may become subject under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, any
Preliminary Prospectus, the Prospectus or any amendment or supplement
thereto, or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and will reimburse each International
Manager, Selling Stockholder and each such controlling person upon demand for
any legal or other expenses reasonably incurred by such International Manager
or such controlling person in connection with investigating or defending any
such loss, claim, damage or

-6-
<PAGE>

liability, action or proceeding or in responding to a subpoena or
governmental inquiry related to the offering of the Shares, whether or not
such International Manager or controlling person is a party to any action or
proceeding; provided, however, that the Company and the Selling Stockholders
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement, or omission or alleged omission made in the
Registration Statement, any Preliminary Prospectus, the Prospectus, or such
amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by or through the Lead Managers or any
Selling Stockholder specifically for use in the preparation thereof;
provided, further, that the foregoing indemnity agreement with respect to any
Preliminary Prospectus shall not insure to the benefit of the International
Manager or any person controlling such International Manager from which the
person asserting any such loss, claim, damage or liability purchased Shares
if a copy of the Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or given
by or on behalf of the International Manager at or prior to written
confirmation of the sale of such Shares to such person and the Prospectus (as
amended or supplemented) would have cured the defect giving rise to such
losses, claims, damages or liabilities. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.

-7-
<PAGE>

information furnished to the Company by such Selling Stockholder for use in
the preparation thereof; provided further, that the foregoing indemnity
agreement with respect to any Preliminary Prospectus shall not inure to the
benefit of the International Manager or any person controlling such
International Manager from which the person asserting any such loss, claim,
damage or liability purchased Shares if a copy of the Prospectus (as amended
or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of the
International Manager at or prior to written confirmation of the sale of such
Shares to such person and the Prospectus (as amended or supplemented) would
have cured the defect giving rise to such losses, claims, damages or
liabilities. In no event, however, shall the liability of any Selling
Stockholder for indemnification under this Section 8(a) exceed the lesser of
(i) proceeds received by such Selling Stockholder from the International
Managers in the offering or (ii) the proportion of the total proceeds equal
to the proportion of the total shares sold by such Selling Stockholder. This
indemnity agreement will be in addition to any liability which the Company or
the Selling Stockholders may otherwise have.

(c) Each International Manager severally and not jointly will indemnify
and hold harmless the Company, each of its directors, each of its officers
who have signed the Registration Statement, the Selling Stockholders, and
each person, if any, who controls the Company or the Selling Stockholders
within the meaning of the Act, against any losses, claims, damages or
liabilities to which the Company or any such director, officer, Selling
Stockholder or controlling person may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
or proceedings in respect thereof) arise out of or are based upon (i) any
untrue statement or alleged untrue statement of any material fact contained
in the Registration Statement, any Preliminary Prospectus, the Prospectus or
any amendment or supplement thereto, or (ii) the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made; and will reimburse the Company or
any such director, officer, Selling Stockholder or controlling person upon
demand for any legal or other expenses reasonably incurred by the Company or
any such director, officer, Selling Stockholder or controlling person in
connection with investigating or defending any such loss, claim, damage or
liability, action or proceeding or in responding to the subpoena or
governmental inquiry related to the offering of the Shares, whether or not
the Company or any such director, officer, Selling Stockholder or controlling
person is a party to any action or proceeding; provided, however, that each
International Manager will be liable in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission has been made in the Registration Statement, any
Preliminary Prospectus, the Prospectus or such amendment or supplement, in
reliance upon and in conformity with written information furnished to the
Company by or through the Lead Managers specifically for use in the
preparation thereof. This indemnity agreement will be in addition to any
liability which such International Manager may otherwise have.

-8-
<PAGE>

(d) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to this Section 8, such person (the "indemnified party")
shall promptly notify the person against whom such indemnity may be sought
(the "indemnifying party") in writing. No indemnification provided for in
Section 8(a), (b) or (c) shall be available to any party who shall fail to
give notice as provided in this Section 8(d) if the party to whom notice was
not given was unaware of the proceeding to which such notice would have
related and was materially prejudiced by the failure to give such notice, but
the failure to give such notice shall not relieve the indemnifying party or
parties from any liability which it or they may have to the indemnified party
for contribution pursuant to Section 8(d) or otherwise than on account of the
provisions of Section 8(a), (b) or (c). In case any such proceeding shall be
brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it shall wish, jointly with
any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party and
shall pay as incurred the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel at its own expense. Notwithstanding the
foregoing, the indemnifying party shall pay as incurred (or within 30 days of
presentation) the fees and expenses of the counsel retained by the
indemnified party in the event (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such
counsel, (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them or
(iii) the indemnifying party shall have failed to assume the defense and
employ counsel acceptable to the indemnified party within a reasonable period
of time after notice of commencement of the action. It is understood that
the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable
fees and expenses of more than one separate firm for all such indemnified
parties. Such firm shall be designated in writing by you in the case of
parties indemnified pursuant to Section 8(a) and (b) and by the Company and
the Selling Stockholders in the case of parties indemnified pursuant to
Section 8(c). The indemnifying party shall not be liable for any settlement
of any proceeding effected without its written consent but if settled with
such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. In addition,
the indemnifying party will not, without the prior written consent of the
indemnified party, settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding of which
indemnification may be sought hereunder (whether or not any indemnified party
is an actual or potential party to such claim, action or proceeding) unless
such settlement, compromise or consent includes an unconditional release of
each indemnified party from all liability arising out of such claim, action
or proceeding.

-9-
<PAGE>

(e) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
Section 8(a), (b) or (c) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages
or liabilities (or actions or proceedings in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Selling Stockholders on the one hand and the International
Managers on the other from the offering of the Shares. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnification provided for in this Section 8 is
unavailable or insufficient to the indemnified party as a result of such
indemnified party's failure to provide notice to the indemnifying party under
Section 8(d), then each indemnifying party shall contribute to such amount
paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company and the Selling Stockholders on the one hand and the
International Managers on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities, (or
actions or proceedings in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company and
the Selling Stockholders on the one hand and the International Managers on
the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the
Company and the Selling Stockholders bear to the total underwriting discounts
and commissions received by the International Managers, in each case as set
forth in the table on the cover page of the Prospectus. The relative fault
shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company or the Selling Stockholders on the one hand or the International
Managers on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

The Company, the Selling Stockholders and the International Managers agree
that it would not be just and equitable if contributions pursuant to this
Section 8(e) were determined by pro rata allocation (even if the International
Managers were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this Section 8(e). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) referred to above in this Section 8(e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (e), (i) no
International Manager shall be required to contribute any amount in excess of
the underwriting discounts and commissions applicable to the Shares purchased by
such International Manager, (ii) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty

-10-
<PAGE>

of such fraudulent misrepresentation, and (iii) no Selling Stockholder shall
be required to contribute any amount in excess of the lesser of (A) that
proportion of the total of such losses, claims, damages or liabilities
indemnified or contributed against equal to the proportion of the total
Shares sold hereunder which is being sold by such Selling Stockholder, or (B)
the proceeds received by such Selling Stockholder from the International
Managers in the offering less the aggregate amounts theretofore paid by such
Selling Shareholder, if any, under Section 8(b) or this Section 8(e). The
International Managers' obligations in this Section 8(d) to contribute are
several in proportion to their respective underwriting obligations and not
joint.

(f) In any proceeding relating to the Registration Statement, any
Preliminary Prospectus, the Prospectus or any supplement or amendment
thereto, each party against whom contribution may be sought under this
Section 8 hereby consents to the jurisdiction of any court having
jurisdiction over any other contributing party, agrees that process issuing
from such court may be served upon him or it by any other contributing party
and consents to the service of such process and agrees that any other
contributing party may join him or it as an additional defendant in any such
proceeding in which such other contributing party is a party.

(g) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 8 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. A
successor to any International Manager to any Selling Stockholder, or to the
Company, its directors or officers, or any person controlling the Company,
shall be entitled to the benefits of the indemnity, contribution and
reimbursement agreements contained in this Section 8.

9. DEFAULT BY INTERNATIONAL MANAGERS.

If on the Closing Date or the Option Closing Date, as the case may be,
any International Manager shall fail to purchase and pay for the portion of
the Shares which such International Manager has agreed to purchase and pay
for on such date (otherwise than by reason of any default on the part of the
Company or a Selling Stockholder), you, as Lead Managers of the International
Managers, shall use your reasonable efforts to procure within 36 hours
thereafter one or more of the other International Managers, or any others, to
purchase from the Company and the Selling Stockholders such amounts as may be
agreed upon and upon the terms set forth herein, the Firm Shares or Option
Shares, as the case may be, which the defaulting International Manager or
International Managers failed to purchase. If during such 36 hours you, as
such Lead Managers, shall not have procured such other International
Managers, or any others, to purchase the Firm Shares or Option Shares, as the
case may be, agreed to be purchased by the defaulting International Manager
or International Managers, then (a) if the aggregate number of shares with
respect to which such default shall occur does not exceed 10% of the Firm
Shares or Option Shares, as the case may be, covered hereby, the other
International Managers shall be obligated, severally, in proportion to the
respective numbers of Firm Shares or Option Shares, as the case

-11-
<PAGE>

may be, which they are obligated to purchase hereunder, to purchase the Firm
Shares or Option Shares, as the case may be, which such defaulting
International Manager or International Managers failed to purchase, or (b)
if the aggregate number of shares of Firm Shares or Option Shares, as the
case may be, with respect to which such default shall occur exceeds 10% of
the Firm Shares or Option Shares, as the case may be, covered hereby, the
Company and the Selling Stockholders or you as the Lead Managers of the
International Managers will have the right, by written notice given within
the next 36-hour period to the parties to this Agreement, to terminate this
Agreement without liability on the part of the non-defaulting International
Managers or of the Company or of the Selling Stockholders except to the
extent provided in Section 8 hereof. In the event of a default by any
International Manager or International Managers, as set forth in this Section
9, the Closing Date or Option Closing Date, as the case may be, may be
postponed for such period, not exceeding seven days, as you, as Lead
Managers, may determine in order that the required changes in the
Registration Statement or in the Prospectus or in any other documents or
arrangements may be effected. The term "International Manager" includes any
person substituted for a defaulting International Manager. Any action taken
under this Section 9 shall not relieve any defaulting International Manager
from liability in respect of any default of such International Manager under
this Agreement.

10. NOTICES.

All communications hereunder shall be in writing and, except as
otherwise provided herein, will be mailed, delivered, telecopied or
telegraphed and confirmed as follows: if to the International Managers, to
BT Alex. Brown International, division of Bankers Trust International PLC,
One Appold Street, Broadgate, London EC2 2HE, England, Attention: Julian
Hall; with a copies to BT Alex. Brown Incorporated, 130 Liberty Street, New
York, New York 10006, Attention: Brooks Tanner and to BT Alex. Brown
Incorporated, One South Street, Baltimore, Maryland 21202. Attention: General
Counsel; if to the Company or the Selling Stockholders, to TriStar Aerospace
Co., 2527 Willowbrook Road, Dallas, Texas 75220-4420, Attention: Quentin
Bourjeaurd; with a copy to Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
York, New York 10153, Attention: Simeon Gold, Esq.

11. TERMINATION.

This Agreement may be terminated by you by notice to the Company as
follows:

(a) at any time prior to the earlier of (i) the time the Shares are
released by you for sale by notice to the International Managers, or (ii)
11:30 a.m. on the first business day following the date of this Agreement;

-12-
<PAGE>

adverse change in or affecting the condition, financial or otherwise, of the
Company and its Subsidiaries taken as a whole or the earnings, business,
management, properties, assets, rights, operations, condition (financial or
otherwise) or prospects of the Company and its Subsidiaries taken as a whole,
whether or not arising in the ordinary course of business; (ii) any outbreak
or escalation of hostilities or declaration of war or national emergency or
other national or international calamity or crisis or change in economic or
political conditions if the effect of such outbreak, escalation, declaration,
emergency, calamity, crisis or change on the financial markets of the United
States would, in your reasonable judgment, make it impracticable to market
the Shares or to enforce contracts for the sale of the Shares; (iii) trading
generally shall have been suspended or materially limited on or by, as the
case may be, any of the New York Stock Exchange, the American Stock Exchange
or the NASD; (iv) the enactment, publication, decree or other promulgation of
any statute, regulation, rule or order of any court or other governmental
authority which in your opinion materially and adversely affects or may
materially and adversely affect the business or operations of the Company;
(v) declaration of a banking moratorium by United States or New York State
authorities, (vi) the suspension of trading of the Company's common stock on
the New York Stock Exchange or (vii) the taking of any action by any
governmental body or agency in respect of its monetary or fiscal affairs
which in your reasonable opinion has a material adverse effect on the
securities markets in the United States; or

12. SUCCESSORS.

This Agreement has been and is made solely for the benefit of the
International Managers, the Company and the Selling Stockholders and their
respective successors, executors, administrators, heirs and assigns, and the
officers, directors and controlling persons referred to herein, and no other
person will have any right or obligation hereunder. No purchaser of any of
the Shares from any International Manager shall be deemed a successor or
assign merely because of such purchase.

13. INFORMATION PROVIDED BY INTERNATIONAL MANAGERS.

The Company, the Selling Stockholders and the International Managers
acknowledge and agree that the only information furnished or to be furnished
by any International Manager to the Company for inclusion in any Prospectus
or the Registration Statement consists of the information set forth in the
last paragraph on the front cover page (insofar as such information relates
to the International Managers), legends required by Item 502(d) of Regulation
S-K under the Act and the information under the caption "Underwriting" in the
Prospectus.

14. MISCELLANEOUS.

-13-
<PAGE>

The reimbursement, indemnification and contribution agreements contained
in this Agreement and the representations, warranties and covenants in this
Agreement shall remain in full force and effect regardless of (a) any
termination of this Agreement, (b) any investigation made by or on behalf of
any International Manager or controlling person thereof, or by or on behalf
of the Company or its directors or officers and (c) delivery of and payment
for the Shares under this Agreement.

This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware.

Very truly yours,

TRISTAR AEROSPACE CO.

By
----------------------------------------------
Quentin Bourjeaurd
President and Chief Executive Officer

Selling Stockholders listed on Schedule II:

By
---------------------------------------------
Attorney-in-Fact

-14-
<PAGE>

The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.

BT ALEX. BROWN INTERNATIONAL,
a division of Bankers Trust International PLC
SBC WARBURG DILLON READ INC.

As Lead Managers of the several
International Managers listed on Schedule I

By: BT Alex. Brown International,
a division of Bankers Trust International PLC

By:
-----------------------------------------
Authorized Officer

-15-
<PAGE>
SCHEDULE I

SCHEDULE OF INTERNATIONAL MANAGERS

<TABLE>

Number of Firm Shares
International Manager to be Purchased
- --------------------- ---------------------
<S> <C>

BT Alex. Brown International,
a division of Bankers Trust International PLC

SBC Warburg Dillon Read Inc.

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

Total
---------------
</TABLE>

-16-
<PAGE>

SCHEDULE II

SCHEDULE OF SELLING STOCKHOLDERS
<TABLE>

Number of Firm Shares
Selling Stockholder to be Sold
- ------------------- ---------------------
<S> <C>
Odyssey Partners, L.P.

R.P. Small Corporation

BT Investment Partners, Inc.

G. Bruce McInnis

Quentin Bourjeaurd

Total

</TABLE>

-17-
<PAGE>

SCHEDULE III

SCHEDULE OF OPTION SHARES
<TABLE>
Maximum Number Percentage of
of Option Shares Total Number of
Name of Seller to be Sold Option Shares
- --------------- ---------------- ---------------
<S> <C> <C>
Odyssey Partners, L.P.

R.P. Small Corporation

BT Investment Partners, Inc.

G. Bruce McInnis

Quentin Bourjeaurd

Total

</TABLE>

-18-

<PAGE>

FORM OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TRISTAR AEROSPACE CO.*

* This Amended and Restated Certificate of Incorporation will be effective
upon being filed with the Secretary of State of the State of Delaware on the day
of the closing of the offering of the Company's common stock pursuant to a
Registration Statement (Registration No. 333-46335) filed with the Securities
and Exchange Commission.

<PAGE>

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TRISTAR AEROSPACE CO.

The undersigned Executive Vice President and Secretary of TriStar Aerospace
Co., a Delaware corporation (the "Corporation"), hereby certifies the following:

1. (a) The name of the Corporation is TriStar Aerospace Co.

(b) The date of filing of the original Certificate of Incorporation
of the Corporation (the "Certificate of Incorporation") was August 21, 1996. An
amendment to the Certificate of Incorporation was filed on February 24, 1998,
which changed the name of the Corporation from Maple Leaf Aerospace, Inc. to
TriStar Aerospace Co.

2. This Amended and Restated Certificate of Incorporation amends and
restates the Certificate of Incorporation, as amended.

3. This Amended and Restated Certificate of Incorporation has been duly
adopted by the directors of the Corporation on February 11, 1998 and by the
written consent of the stockholders of the Corporation entitled to vote thereon
in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware ("DGCL").

4. The Certificate of Incorporation, as amended and restated hereby,
shall upon its filing with the Secretary of State of the State of Delaware, read
in its entirety as follows:

ARTICLE I

The name of the Corporation is TriStar Aerospace Co.

ARTICLE II

The registered office of the Corporation in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.

<PAGE>

ARTICLE III

The purpose for which the Corporation is organized is to engage in any and
all lawful acts and activity for which corporations may be organized under the
DGCL. The Corporation will have perpetual existence.

ARTICLE IV

The total number of shares of capital stock which the Corporation shall
have authority to issue is 50,000,000 shares, consisting of:

(i) 10,000,000 shares of preferred stock, par value $.01 per share
("Preferred Stock"); and

(ii) 40,000,000 shares of common stock, par value $.01 per share ("Common
Stock").

The designations and the powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock and the Common Stock are as
follows:

1. Provisions Relating to the Preferred Stock.

(a) The Preferred Stock may be issued from time to time in one or
more classes or series, the shares of each class or series to have such
designations and powers, preferences, and rights, and qualifications,
limitations, and restrictions thereof, as are stated and expressed herein and in
the resolution or resolutions providing for the issue of such class or series
adopted by the board of directors of the Corporation as hereafter prescribed.

(b) Authority is hereby expressly granted to and vested in the board
of directors of the Corporation to authorize the issuance of the Preferred Stock
from time to time in one or more classes or series, and with respect to each
class or series of the Preferred Stock, to fix and state by the resolution or
resolutions from time to time adopted providing for the issuance thereof the
following:

(i) whether or not the class or series is to have voting rights,
full, special, or limited, or is to be without voting rights, and whether
or not such class or series is to be entitled to vote as a separate class
either alone or together with the holders of one or more other classes or
series of stock;

2
<PAGE>

(ii) the number of shares to constitute the class or series and
the designations thereof;

(iii) the preferences, and relative, participating, optional,
or other special rights, if any, and the qualifications, limitations, or
restrictions thereof, if any, with respect to any class or series;

(iv) whether or not the shares of any class or series shall be
redeemable at the option of the Corporation or the holders thereof or upon
the happening of any specified event, and, if redeemable, the redemption
price or prices (which may be payable in the form of cash, notes,
securities, or other property), and the time or times at which, and the
terms and conditions upon which, such shares shall be redeemable and the
manner of redemption;

(v) whether or not the shares of a class or series shall be
subject to the operation of retirement or sinking funds to be applied to
the purchase or redemption of such shares for retirement, and, if such
retirement or sinking fund or funds are to be established, the annual
amount thereof, and the terms and provisions relative to the operation
thereof;

(vi) the dividend rate, whether dividends are payable in cash,
stock of the Corporation, or other property, the conditions upon which and
the times when such dividends are payable, the preference to or the
relation to the payment of dividends payable on any other class or classes
or series of stock, whether or not such dividends shall be cumulative or
noncumulative, and if cumulative, the date or dates from which such
dividends shall accumulate;

(vii) the preferences, if any, and the amounts thereof which
the holders of any class or series thereof shall be entitled to receive
upon the voluntary or involuntary dissolution of, or upon any distribution
of the assets of, the Corporation;

(viii) whether or not the shares of any class or series, at
the option of the Corporation or the holder thereof or upon the happening
of any specified event, shall be convertible into or exchangeable for, the
shares of any other class or classes or of any other series of the same or
any other class or classes of stock, securities, or other property of the
Corporation and the conversion price or prices or ratio or ratios or the
rate or rates at which such exchange may be made, with such adjustments, if
any, as shall be stated and expressed or provided for in such resolution or
resolutions; and

3
<PAGE>

(ix) such other special rights and protective provisions with
respect to any class or series as may to the board of directors of the
Corporation seem advisable.

(c) The shares of each class or series of the Preferred Stock may
vary from the shares of any other class or series thereof in any or all of the
foregoing respects. The board of directors of the Corporation may increase the
number of shares of the Preferred Stock designated for any existing class or
series by a resolution adding to such class or series authorized and unissued
shares of the Preferred Stock not designated for any other class or series. The
board of directors of the Corporation may decrease the number of shares of the
Preferred Stock designated for any existing class or series by a resolution
subtracting from such class or series authorized and unissued shares of the
Preferred Stock designated for such existing class or series, and the shares so
subtracted shall become authorized, unissued, and undesignated shares of the
Preferred Stock.

2. Provisions Relating to the Common Stock.

(a) Each share of Common Stock of the Corporation shall have
identical rights and privileges in every respect. The holders of shares of
Common Stock shall be entitled to vote upon all matters submitted to a vote of
the stockholders of the Corporation and shall be entitled to one vote for each
share of Common Stock held.

(b) Subject to the prior rights and preferences, if any, applicable
to shares of the Preferred Stock or any series thereof, the holders of shares of
the Common Stock shall be entitled to receive such dividends (payable in cash,
stock, or otherwise) as may be declared thereon by the board of directors at any
time and from time to time out of any funds of the Corporation legally available
therefor.

(c) In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation, after distribution in full of the
preferential amounts, if any, to be distributed to the holders of shares of the
Preferred Stock or any series thereof, the holders of shares of the Common Stock
shall be entitled to receive all of the remaining assets of the Corporation
available for distribution to its stockholders, ratably in proportion to the
number of shares of the Common Stock held by them. A liquidation, dissolution,
or winding-up of the Corporation, as such terms are used in this Paragraph (c),
shall not be deemed to be occasioned by or to include any consolidation or
merger of the Corporation with or into any other corporation or corporations or
other entity or a sale, lease, exchange, or conveyance of all or a part of the
assets of the Corporation.

4
<PAGE>

3. General.

(a) Subject to the foregoing provisions of this Certificate of
Incorporation, the Corporation may issue shares of its Preferred Stock and
Common Stock from time to time for such consideration (not less than the par
value thereof) as may be fixed by the board of directors of the Corporation,
which is expressly authorized to fix the same in its absolute and uncontrolled
discretion subject to the foregoing conditions. Shares so issued for which the
consideration shall have been paid or delivered to the Corporation shall be
deemed fully paid stock and shall not be liable to any further call or
assessment thereon, and the holders of such shares shall not be liable for any
further payments in respect of such shares.

(b) The Corporation shall have authority to create and issue rights
and options entitling their holders to purchase shares of the Corporation's
capital stock of any class or series or other securities of the Corporation, and
such rights and options shall be evidenced by instruments approved by the board
of directors of the Corporation. The board of directors of the Corporation
shall be empowered to set the exercise price, duration, times for exercise, and
other terms of such options or rights; PROVIDED, HOWEVER, that the consideration
to be received for any shares of capital stock subject thereto shall not be less
than the par value thereof.

ARTICLE V

For the management of the business and for the conduct of the affairs of
the Corporation, and for further definition, limitation and regulation of the
powers of the Corporation and its directors and stockholders:

1. Except as otherwise fixed by or pursuant to provisions hereof
relating to the rights of the holders of any class or series of stock
having a preference over common stock as to dividends or upon liquidation
to elect additional directors under specified circumstances, the number of
directors of the Corporation shall be between six (6) and twelve (12)
directors, the exact number fixed from time to time by affirmative vote of
a majority of the directors then in office. The directors, other than
those who may be elected by the holders of any classes or series of stock
having a preference over the common stock as to dividends or upon
liquidation, shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as shall be provided in the manner specified in the Bylaws of the
Corporation, one class to be originally elected for a term expiring at the
annual meeting of stockholders to be held in 1999, another class to be
originally elected for a term expiring at the annual meeting of
stockholders to be

5
<PAGE>

held in 2000, and another class to be originally elected for a term
expiring at the annual meeting of stockholders to be held in 2001,
with each class to hold office until its successor is elected and
qualified. At each annual meeting of the stockholders of the Corporation
after fiscal year 1998, the successors of the class of Directors whose term
expires at that meeting shall be elected to hold office for a term expiring
at the annual meeting of stockholders held in the third year following the
year of their election.

2. Except as otherwise fixed by or pursuant to provisions hereof
relating to the rights of the holders of any class or series of stock
having a preference over common stock as to dividends or upon liquidation
to elect additional directors under specified circumstances, newly created
directorships resulting from any increase in the number of directors and
any vacancies on the board of directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative
vote of a majority of the remaining directors then in office, even though
less than a quorum of the board of directors. Any director elected in
accordance with the preceding sentence shall hold office for the remainder
of the full term of the class of directors in which the new directorship
was created or the vacancy occurred and until such director's successor
shall have been elected and qualified. No decrease in the number of
directors constituting the board of directors shall shorten the term of any
incumbent director.

ARTICLE VI

The board of directors of the Corporation may adopt, amend, and repeal the
Bylaws of the Corporation by the affirmative vote of a majority of the directors
then holding office. The holders of the outstanding Common Stock and any
outstanding shares of Preferred Stock entitled to vote on matters presented to a
vote of stockholders, voting together as a class, may adopt, amend and repeal
any provision of the Bylaws upon the affirmative vote of at least seventy-five
percent (75%) of such shares; provided however, that at least fifty percent
(50%) of such shares may adopt, amend or repeal any provision of the Bylaws
which has been submitted for a vote to the holders of such shares upon the
recommendation by the board of directors that such adoption, amendment or repeal
be approved.

ARTICLE VII

No contract or transaction between the Corporation and one or more of its
directors, officers, or stockholders or between the Corporation and any person
(as used herein "person" means other corporation, partnership, association,
firm, trust, joint venture, political

6
<PAGE>

subdivision, or instrumentality) or other organization in which one or more
of its directors, officers, or stockholders are directors, officers, or
stockholders, or have a financial interest, shall be void or voidable solely
for this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee which authorizes the
contract or transaction, or solely because his, her, or their votes are
counted for such purpose, if: (i) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed
or are known to the board of directors or the committee, and the board of
directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (ii) the
material facts as to his or her relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (iii) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved, or ratified by the board of directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or of a
committee which authorizes the contract or transaction.

ARTICLE VIII

The Corporation shall indemnify any person who was, is, or is threatened
to be made a party to a proceeding (as hereinafter defined) by reason of the
fact that he or she (i) is or was a director or officer of the Corporation or
(ii) while a director or officer of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another
foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the DGCL, as the same exists or may hereafter
be amended (but, if permitted by applicable law, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment) or any other applicable laws
as presently or hereafter in effect; provided however, that the Corporation
shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the board of directors or is a proceeding
to enforce such person's claim to indemnification pursuant to the rights
granted by this Article VIII. Such right shall be a contract right and as
such shall run to the benefit of any director or officer who is elected and
accepts the position of director or officer of the Corporation or elects to
continue to serve as a director or officer of the Corporation while this
Article VIII is in effect. Any repeal or amendment of this Article VIII
shall be

7
<PAGE>

prospective only and shall not limit the rights of any such director or
officer or the obligations of the Corporation with respect to any claim
arising from or related to the services of such director or officer in any of
the foregoing capacities prior to any such repeal or amendment to this
Article VIII. Such right shall include the right to be paid by the
Corporation expenses (including legal fees) incurred in defending any such
proceeding in advance of its final disposition to the maximum extent
permitted under the DGCL, as the same exists or may hereafter be amended. If
a claim for indemnification or advancement of expenses hereunder is not paid
in full by the Corporation within sixty (60) days after a written claim has
been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim,
and if successful in whole or in part, the claimant shall also be entitled to
be paid the expenses of prosecuting such claim. It shall be a defense to any
such action that such indemnification or advancement of costs of defense are
not permitted under the DGCL, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its
board of directors or any committee thereof, independent legal counsel, or
stockholders) to have made its determination prior to the commencement of
such action that indemnification of, or advancement of costs of defense to,
the claimant is permissible in the circumstances nor an actual determination
by the Corporation (including its board of directors or any committee
thereof, independent legal counsel, or stockholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is
not permissible. In the event of the death of any person having a right of
indemnification under the foregoing provisions, such right shall inure to the
benefit of his or her heirs, executors, administrators, and personal
representatives. The rights conferred above shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
bylaw, resolution of stockholders or directors, agreement, or otherwise.

The Corporation may additionally indemnify any employee or agent of the
Corporation to the fullest extent permitted by law.

As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such an action,
suit, or proceeding, and any inquiry or investigation that could lead to such
an action, suit, or proceeding.

ARTICLE IX

A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for

8
<PAGE>

liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or knowing violation of law, (iii)
under Section 174 of the DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit. Any repeal or amendment of
this Article IX by the stockholders of the Corporation shall be prospective
only, and shall not adversely affect any limitation on the personal liability
of a director of the Corporation arising from an act or omission occurring
prior to the time of such repeal or amendment. In addition to the
circumstances in which a director of the Corporation is not personally liable
as set forth in the foregoing provisions of this Article IX, a director shall
not be liable to the Corporation or its stockholders to such further extent
as permitted by any law hereafter enacted, including without limitation any
subsequent amendment to the DGCL.

ARTICLE X

Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
such holders and may not be effected by written consent. At any annual
meeting or special meeting of stockholders of the Corporation, only such
business shall be conducted as shall have been brought before such meeting in
the manner provided by the Bylaws of the Corporation.

ARTICLE XI

This Certificate of Incorporation may only be amended upon the approval
and recommendation of the board of directors and the subsequent approval by a
majority of the shares of outstanding Common Stock and any outstanding shares
of Preferred Stock entitled to vote on matters presented to a vote of
stockholders, voting together as a class; provided however, that at least
seventy-five percent (75%) of the shares of outstanding Common Stock and any
outstanding shares of Preferred Stock entitled to vote on matters presented
to a vote of stockholders, voting together as a class, shall be required to
amend or repeal the provisions contained in Articles V, VI, X or this Article
XI, or to adopt any provisions inconsistent with such Articles.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

9
<PAGE>

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by its Secretary on the ___ day of
April, 1998.

--------------------------------------
Douglas Childress
Executive Vice President and Secretary

<PAGE>

FORM OF

AMENDED AND RESTATED BYLAWS

TRISTAR AEROSPACE CO.

A Delaware Corporation *

* These Amended and Restated Bylaws of TriStar Aerospace Co. (the "Company")
will be effective upon the filing of the Company's Amended and Restated
Certificate of Incorporation with the Secretary of State of the State of
Delaware on the day of the closing of the offering of the Company's common stock
pursuant to a Registration Statement (Registration No. 333-46335) filed with the
Securities and Exchange Commission.

1
<PAGE>

<TABLE>
ARTICLE ONE: OFFICES
<S> <C> <C>
1.1 REGISTERED OFFICE AND AGENT . . . . . . . . . . . . . . . . . . . . 1
1.2 OTHER OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE TWO: MEETINGS OF STOCKHOLDERS

2.1 ANNUAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2 SPECIAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.3 PLACE OF MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.4 NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.5 VOTING LIST . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.6 QUORUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.7 REQUIRED VOTE; WITHDRAWAL OF QUORUM . . . . . . . . . . . . . . . . 3
2.8 METHOD OF VOTING; PROXIES . . . . . . . . . . . . . . . . . . . . . 3
2.9 RECORD DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.10 CONDUCT OF MEETING. . . . . . . . . . . . . . . . . . . . . . . . . 4
2.11 INSPECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.12 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS. . . . . . . . . . . 5

ARTICLE THREE: DIRECTORS

3.1 MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.2 NUMBER; QUALIFICATION; ELECTION; TERM . . . . . . . . . . . . . . . 8
3.3 CHANGE IN NUMBER. . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.4 REMOVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.5 VACANCIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.6 MEETINGS OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . 9
3.7 FIRST MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.8 ELECTION OF OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . 9
3.9 REGULAR MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.10 SPECIAL MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.11 NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.12 QUORUM; MAJORITY VOTE . . . . . . . . . . . . . . . . . . . . . . . 9
3.13 PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.14 PRESUMPTION OF ASSENT . . . . . . . . . . . . . . . . . . . . . . . 10
3.15 COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

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ARTICLE FOUR: COMMITTEES

4.1 DESIGNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.2 NUMBER; QUALIFICATION; TERM . . . . . . . . . . . . . . . . . . . . 10
4.3 AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.4 COMMITTEE CHANGES . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.5 ALTERNATE MEMBERS OF COMMITTEES . . . . . . . . . . . . . . . . . . 11
4.6 REGULAR MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.7 SPECIAL MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.8 QUORUM; MAJORITY VOTE . . . . . . . . . . . . . . . . . . . . . . . 11
4.9 MINUTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.10 COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.11 RESPONSIBILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE FIVE: NOTICE

5.1 METHOD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.2 WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE SIX: OFFICERS

6.1 NUMBER; TITLES; TERM OF OFFICE. . . . . . . . . . . . . . . . . . . 13
6.2 REMOVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.3 VACANCIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.4 AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.5 COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.6 CHAIRMAN OF THE BOARD . . . . . . . . . . . . . . . . . . . . . . . 13
6.7 PRESIDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6.8 VICE PRESIDENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6.9 TREASURER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6.10 ASSISTANT TREASURERS. . . . . . . . . . . . . . . . . . . . . . . . 14
6.11 SECRETARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6.12 ASSISTANT SECRETARIES . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS

7.1 CERTIFICATES FOR SHARES . . . . . . . . . . . . . . . . . . . . . . 15
7.2 REPLACEMENT OF LOST OR DESTROYED CERTIFICATES . . . . . . . . . . . 15
7.3 TRANSFER OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . 16

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7.4 REGISTERED STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . 16
7.5 REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.6 LEGENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE EIGHT: MISCELLANEOUS PROVISIONS

8.1 DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.2 RESERVES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.3 BOOKS AND RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.4 FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.5 SEAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.6 RESIGNATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.7 SECURITIES OF OTHER CORPORATIONS. . . . . . . . . . . . . . . . . . 17
8.8 ACTION WITHOUT A MEETING. . . . . . . . . . . . . . . . . . . . . . 17
8.9 INVALID PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . 18
8.10 MORTGAGES, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
8.11 HEADINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
8.12 REFERENCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
8.13 AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>

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<PAGE>

AMENDED AND RESTATED BYLAWS

TRISTAR AEROSPACE CO.

A Delaware Corporation

PREAMBLE

These bylaws are subject to, and governed by, the General Corporation
Law of the State of Delaware (the "Delaware General Corporation Law") and the
certificate of incorporation of TriStar Aerospace Co., a Delaware corporation
(the "Corporation"). In the event of a direct conflict between the
provisions of these bylaws and the mandatory provisions of the Delaware
General Corporation Law or the provisions of the certificate of incorporation
of the Corporation, such provisions of the Delaware General Corporation Law
or the certificate of incorporation of the Corporation, as the case may be,
shall be controlling.

ARTICLE ONE: OFFICES

1.1 REGISTERED OFFICE AND AGENT. The registered office and registered
agent of the Corporation shall be as designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State
of the State of Delaware.

1.2 OTHER OFFICES. The Corporation may also have offices at such other
places, both within and without the State of Delaware, as the board of
directors may from time to time determine or as the business of the
Corporation may require.

ARTICLE TWO: MEETINGS OF STOCKHOLDERS

2.1 ANNUAL MEETING. An annual meeting of stockholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting. At such meeting, the stockholders shall elect
directors and transact such other business as may properly be brought before
the meeting in accordance with Section 2.12.

<PAGE>

2.2 SPECIAL MEETING. A special meeting of the stockholders may be
called at any time by the Chairman of the Board, the President or the
majority of directors then in office. A special meeting shall be held on
such date and at such time as shall be designated by the person(s) calling
the meeting and stated in the notice of the meeting. Only such business
shall be transacted at a special meeting as may be stated or indicated in the
notice of such meeting in accordance with Section 2.12.

2.3 PLACE OF MEETINGS. An annual meeting of stockholders may be held
at any place within or without the State of Delaware designated by the board
of directors. A special meeting of stockholders may be held at any place
within or without the State of Delaware designated in the notice of the
meeting. Meetings of stockholders shall be held at the principal office of
the Corporation unless another place is designated for meetings in the manner
provided herein.

2.4 NOTICE. Written or printed notice stating the place, day, and time
of each meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called shall be delivered not
less than ten (10) days nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of the
President, the Secretary, or the Chairman of the Board, to each stockholder
of record entitled to vote at such meeting. If such notice is to be sent by
mail, it shall be directed to such stockholder at his address as it appears
on the records of the Corporation, unless he shall have filed with the
Secretary of the Corporation a written request that notices to him be mailed
to some other address, in which case it shall be directed to him at such
other address. Notice of any meeting of stockholders shall not be required
to be given to any stockholder who shall attend such meeting in person or by
proxy and shall not, at the beginning of such meeting, object to the
transaction of any business because the meeting is not lawfully called or
convened, or who shall, either before or after the meeting, submit a signed
waiver of notice, in person or by proxy.

2.5 VOTING LIST. At least ten (10) days before each meeting of
stockholders, the Secretary or other officer of the Corporation who has
charge of the Corporation's stock ledger, either directly or through another
officer appointed by him or through a transfer agent appointed by the board
of directors, shall prepare a complete list of stockholders entitled to vote,
arranged in alphabetical order and showing the address of each stockholder
and number of shares registered in the name of each stockholder. For a
period of ten days prior to such meeting, such list shall be kept on file at
a place within the city where the meeting is to be held, which place shall be
specified in the notice of meeting or, if not so specified, at the place
where the meeting is to be held and shall be open to examination by any
stockholder during

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<PAGE>

ordinary business hours. Such list shall be produced at such meeting and
kept at the meeting at all times during such meeting and may be inspected by
any stockholder who is present.

2.6 QUORUM. The holders of a majority of the outstanding shares
entitled to vote on a matter, present in person or by proxy, shall constitute
a quorum at any meeting of stockholders, except as otherwise provided by law,
the certificate of incorporation of the Corporation, or these bylaws. If a
quorum shall not be present, in person or by proxy, at any meeting of
stockholders, the stockholders entitled to vote who are present, in person or
by proxy, or, if no stockholder entitled to vote is present, any officer of
the Corporation may adjourn the meeting from time to time, without notice
other than announcement at the meeting (unless the board of directors, after
such adjournment, fixes a new record date for the adjourned meeting), until a
quorum shall be present, in person or by proxy. At any adjourned meeting at
which a quorum shall be present, in person or by proxy, any business may be
transacted which may have been transacted at the original meeting had a
quorum been present; provided that, if the adjournment is for more than 30
days or, if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.

2.7 REQUIRED VOTE; WITHDRAWAL OF QUORUM. When a quorum is present at
any meeting, the vote of the holders of at least a majority of the
outstanding shares entitled to vote who are present, in person or by proxy,
shall decide any question brought before such meeting, unless the question is
one on which, by express provision of statute, the certificate of
incorporation of the Corporation, or these bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. The stockholders present at a duly constituted
meeting may continue to transact business until adjournment, notwithstanding
the prior withdrawal of enough holders of shares such that the remaining
shares, represented in person or by proxy, no longer constitute a quorum.

2.8 METHOD OF VOTING; PROXIES. Except as otherwise provided in the
certificate of incorporation of the Corporation or by law, each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders. Elections of directors
need not be by written ballot. At any meeting of stockholders, every
stockholder having the right to vote may vote either in person or by a proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Each such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid
after three years from the date of its execution, unless otherwise provided
in the proxy. If no date is stated in a proxy, such proxy shall be presumed
to have been executed on the date of the meeting at which it is to be voted.
Each proxy shall be revocable unless

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<PAGE>

expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power or unless otherwise made
irrevocable by law.

2.9 RECORD DATE. For the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders, or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion, or exchange of stock or for the purpose of any other
lawful action, the board of directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record
date is adopted by the board of directors, for any such determination of
stockholders, such date in any case to be not more than sixty (60) days and
not less than ten (10) days prior to such meeting. If no record date is
fixed:

(i) The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given.

(ii) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

(iii) A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.

2.10 CONDUCT OF MEETING. The Chairman of the Board, if such office has
been filled, and, if not or if the Chairman of the Board is absent or
otherwise unable to act, the President shall preside at all meetings of
stockholders. The Secretary shall keep the records of each meeting of
stockholders. In the absence, or inability to act, of any such officer, such
officer's duties shall be performed by the officer given the authority to act
for such absent or non-acting officer under these bylaws or by some person
appointed by the meeting.

2.11 INSPECTORS. The board of directors may, in advance of any meeting
of stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act, the chairman of the meeting shall, or if inspectors shall not
have been appointed, the chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting

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<PAGE>

with strict impartiality and according to the best of his ability. The
inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, and the validity and
effect of proxies and shall receive votes, ballots, or consents, hear and
determine all challenges and questions arising in connection with the right
to vote, count and tabulate all votes, ballots, or consents, determine the
results, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the chairman of the meeting, the
inspectors shall make a report in writing of any challenge, request, or
matter determined by them and shall execute a certificate of any fact found
by them. No director or candidate for the office of director shall act as an
inspector of an election of directors. Inspectors need not be stockholders.

2.12 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

(a) ANNUAL MEETINGS OF STOCKHOLDERS.

(i) Nominations of persons for election to the Board and the proposal
of business to be considered by the stockholders may be made at an annual
meeting of stockholders (A) pursuant to the Corporation's notice of meeting,
(B) by or at the direction of the Board or (C) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this bylaw, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this bylaw.

(ii) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (C) of paragraph (a)(i) of
this bylaw, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation and such other business must otherwise be
a proper matter for stockholder action. To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 60th day nor earlier
than the close of business on the 90th day prior to the first anniversary of
the preceding year's annual meeting, provided, however, that in the event
that the date of the annual meeting is more than 30 days before or more than
60 days after such anniversary date, notice by the stockholder to be timely
must be so delivered not earlier than the close of business on the 90th day
prior to such annual meeting and not later than the close of business on the
later of (a) the 60th day prior to such annual meeting, or (b) the 10th day
following the day on which public announcement of the date of such meeting is
first made by the Corporation. In no event shall the public announcement of
an adjournment of an annual meeting commence a new time period for the giving
of a stockholder's notice as described above. Such stockholder's notice shall
set forth (A) as to each person whom the stockholder proposes to nominate for
election or re-

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<PAGE>

election as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); (B) as to any other business that
the stockholder proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (C) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal
is made (1) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (2) the class and
number of shares of the Corporation which are owned beneficially and of
record by such stockholder and such beneficial owner.

(iii) Notwithstanding anything in the second sentence of paragraph
(a)(ii) of the bylaw to the contrary, in the event that the number of
directors to be elected to the Board of the Corporation is increased and
there is no public announcement by the Corporation naming all of the nominees
for director or specifying the size of the increased Board at least 70 days
prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this bylaw shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on
the 10th day following the day on which such public announcement is first
made by the Corporation.

(b) SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall
be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (i) by or at the direction of the Board or
(ii) provided that the Board has determined that directors shall be elected
at such meeting, by any stockholder of the Corporation who is a stockholder
of record at the time of giving of notice provided for in this bylaw, who
shall be entitled to vote at the meeting and who complies with the notice
procedures set forth in this bylaw. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board, any such stockholder may nominate a person or persons
(as the case may be), for election to such position(s) as specified in the
Corporation's notice of meeting, if the stockholder's notice required by
paragraph (a)(ii) of the bylaw shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the 90th day prior

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<PAGE>

to such special meeting and not later than the close of business on the later
of the 60th day prior to such special meeting or the 10th day following the
day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board to be elected at such
meeting. In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a stockholder's
notice as described above.

(i) Only such persons who are nominated in accordance with the
procedures set forth in this bylaw shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as
shall have been brought before the meeting in accordance with the procedures
set forth in this bylaw. Except as otherwise provided by law, the Chairman
of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made
or proposed, as the case may be, in accordance with the procedures set forth
in this Bylaw and, if any proposed nomination or business is not in
compliance with this bylaw, to declare that such defective proposal or
nomination shall be disregarded.

(ii) For purposes of this bylaw, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news-service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(iii) Notwithstanding the foregoing provisions of this bylaw, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this bylaw. Nothing in this bylaw shall be deemed to
affect any rights (A) of stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act or (B) of the holders of any series of Preferred Stock to elect directors
under specified circumstances.

ARTICLE THREE: DIRECTORS

3.1 MANAGEMENT. The business and property of the Corporation shall be
managed by the board of directors. Subject to the restrictions imposed by law,
the certificate of incorporation of the Corporation, or these bylaws, the board
of directors may exercise all the powers of the Corporation.

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<PAGE>

3.2 NUMBER; QUALIFICATION; ELECTION; TERM. The board of directors
shall consist of no less than six and no more than twelve members. The
directors of the Corporation shall be divided into three classes (with the
first class ("Class I"), the second class ("Class II") and the third class
("Class III") each initially to consist of two directors). The term of
office of the Class I directors shall expire at the 1999 annual meeting of
stockholders, the term of office of the Class II directors shall expire at
the 2000 annual meeting of stockholders and the term of office of the Class
III directors shall expire at the 2001 annual meeting of stockholders, with
each director to hold office until his or her successor shall have been duly
elected and qualified. At each annual meeting of stockholders, commencing
with the 1999 annual meeting, directors elected to succeed those directors
whose terms then expire shall be elected for a term of office to expire at
the third succeeding annual meeting of stockholders after their election,
with each director to hold office until his or her successor shall have been
duly elected and qualified.

3.3 CHANGE IN NUMBER. No decrease in the number of directors
constituting the entire board of directors shall have the effect of
shortening the term of any incumbent director.

3.4 REMOVAL. Except as otherwise provided in the certificate of
incorporation of the Corporation or these bylaws, at any meeting of
stockholders, if notice of the intention to act upon the removal of a
director shall have been given in the notice calling such meeting, any
director or the entire board of directors may be removed for cause by a vote
of the holders of a majority of the shares then entitled to vote on the
election of directors; provided, however, that in the event that stockholders
shall have the right to cumulate votes in the election of directors pursuant
to the certificate of incorporation of the Corporation, if less than the
entire board of directors is to be removed, no one of the directors may be
removed if the votes cast against his removal would be sufficient to elect
him if then cumulatively voted at an election of the entire board of
directors. Any director may be removed for cause, at any special meeting of
stockholders by the affirmative vote of a majority in number of the shares
then entitled to vote in person or by proxy at an election of directors.

3.5 VACANCIES. Newly created directorships resulting from any increase
in the authorized number of directors and any vacancies occurring in the
board of directors caused by death, resignation, retirement, disqualification
or removal from office of any directors or otherwise, may be filled by the
vote of a majority of the directors then in office, though less than a
quorum, or a successor or successors may be chosen at a special meeting of
the stockholders called for that purpose, and each successor director so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen and until their successors shall be elected
and qualified.

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3.6 MEETINGS OF DIRECTORS. The directors may hold their meetings and
may have an office and keep the books of the Corporation, except as otherwise
provided by statute, in such place or places within or without the State of
Delaware as the board of directors may from time to time determine or as
shall be specified in the notice of such meeting or duly executed waiver of
notice of such meeting.

3.7 FIRST MEETING. Each newly elected board of directors may hold its
first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as
the annual meeting of stockholders, and no notice of such meeting shall be
necessary.

3.8 ELECTION OF OFFICERS. At the first meeting of the board of
directors after each annual meeting of stockholders at which a quorum shall
be present, the board of directors shall elect the officers of the
Corporation.

3.9 REGULAR MEETINGS. Regular meetings of the board of directors shall
be held at such times and places as shall be designated from time to time by
resolution of the board of directors. Notice of such regular meetings shall
not be required.

3.10 SPECIAL MEETINGS. Special meetings of the board of directors shall
be held whenever called by the Chairman of the Board, the President, or a
majority of directors then in office.

3.11 NOTICE. The Secretary shall give notice of each special meeting to
each director at least 24 hours before the meeting. Notice of any such
meeting need not be given to any director who shall, either before or after
the meeting, submit a signed waiver of notice or who shall attend such
meeting without protesting, prior to or at its commencement, the lack of
notice to him. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the board of directors need be specified in
the notice or waiver of notice of such meeting.

3.12 QUORUM; MAJORITY VOTE. At all meetings of the board of directors,
a majority of the directors fixed in the manner provided in these bylaws
shall constitute a quorum for the transaction of business. If at any meeting
of the board of directors there be less than a quorum present, a majority of
those present or any director solely present may adjourn the meeting from
time to time without further notice. Unless the act of a greater number is
required by law, the certificate of incorporation of the Corporation, or
these bylaws, the act of a majority of the directors present at a meeting at
which a quorum is in attendance shall be the act of the board of directors.
At any time that the certificate of incorporation of the Corporation provides

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<PAGE>

that directors elected by the holders of a class or series of stock shall
have more or less than one vote per director on any matter, every reference
in these bylaws to a majority or other proportion of directors shall refer to
a majority or other proportion of the votes of such directors.

3.13 PROCEDURE. At meetings of the board of directors, business shall
be transacted in such order as from time to time the board of directors may
determine. The Chairman of the Board, if such office has been filled, and,
if not or if the Chairman of the Board is absent or otherwise unable to act,
the President shall preside at all meetings of the board of directors. In
the absence or inability to act of either such officer, a chairman shall be
chosen by the board of directors from among the directors present. The
Secretary of the Corporation shall act as the secretary of each meeting of
the board of directors unless the board of directors appoints another person
to act as secretary of the meeting. The board of directors shall keep
regular minutes of its proceedings which shall be placed in the minute book
of the Corporation.

3.14 PRESUMPTION OF ASSENT. A director of the Corporation who is
present at the meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
unless his dissent shall be entered in the minutes of the meeting or unless
he shall file his written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof or shall forward any
dissent by certified or registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent
shall not apply to a director who voted in favor of such action.

3.15 COMPENSATION. The board of directors shall have the authority to
fix the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the board of
directors or any committee thereof; provided, that nothing contained herein
shall be construed to preclude any director from serving the Corporation in
any other capacity or receiving compensation therefor.

ARTICLE FOUR: COMMITTEES

4.1 DESIGNATION. The board of directors may, by resolution adopted by
a majority of the entire board of directors, designate one or more committees.

4.2 NUMBER; QUALIFICATION; TERM. Each committee shall consist of one or
more directors appointed by resolution adopted by a majority of the entire board
of directors. The number of committee members may be increased or decreased
from time to time by resolution

10
<PAGE>

adopted by a majority of the entire board of directors. Each committee
member shall serve as such until the earliest of (i) the expiration of his
term as director, (ii) his resignation as a committee member or as a
director, or (iii) his removal as a committee member or as a director.

4.3 AUTHORITY. Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of
the authority of the board of directors in the management of the business and
property of the Corporation except to the extent expressly restricted by law,
the certificate of incorporation of the Corporation, or these bylaws.

4.4 COMMITTEE CHANGES. The board of directors shall have the power at
any time to fill vacancies in, to change the membership of, and to discharge
any committee.

4.5 ALTERNATE MEMBERS OF COMMITTEES. The board of directors may
designate one or more directors as alternate members of any committee. Any
such alternate member may replace any absent or disqualified member at any
meeting of the committee. If no alternate committee members have been so
appointed to a committee or each such alternate committee member is absent or
disqualified, the member or members of such committee present at any meeting
and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the board of directors to
act at the meeting in the place of any such absent or disqualified member.

4.6 REGULAR MEETINGS. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time
by the committee and communicated to all members thereof.

4.7 SPECIAL MEETINGS. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee
member at least two days before such special meeting. Neither the business
to be transacted at, nor the purpose of, any special meeting of any committee
need be specified in the notice or waiver of notice of any special meeting.

4.8 QUORUM; MAJORITY VOTE. At meetings of any committee, a majority of
the number of members designated by the board of directors shall constitute a
quorum for the transaction of business. If a quorum is not present at a
meeting of any committee, a majority of the members present may adjourn the
meeting from time to time, without notice other than an announcement at the
meeting, until a quorum is present. The act of a majority of the

11
<PAGE>

members present at any meeting at which a quorum is in attendance shall be
the act of a committee, unless the act of a greater number is required by
law, the certificate of incorporation of the Corporation, or these bylaws.

4.9 MINUTES. Each committee shall cause minutes of its proceedings to
be prepared and shall report the same to the board of directors upon the
request of the board of directors. The minutes of the proceedings of each
committee shall be delivered to the Secretary of the Corporation for
placement in the minute books of the Corporation.

4.10 COMPENSATION. Committee members may, by resolution of the board of
directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.

4.11 RESPONSIBILITY. The designation of any committee and the
delegation of authority to it shall not operate to relieve the board of
directors or any director of any responsibility imposed upon it or such
director by law.

ARTICLE FIVE: NOTICE

5.1 METHOD. Whenever by statute, the certificate of incorporation of
the Corporation, or these bylaws, notice is required to be given to any
committee member, director, or stockholder and no provision is made as to how
such notice shall be given, personal notice shall not be required and any
such notice may be given (a) in writing, by mail, postage prepaid, addressed
to such committee member, director, or stockholder at his address as it
appears on the books or (in the case of a stockholder) the stock transfer
records of the Corporation, or (b) by any other method permitted by law
(including but not limited to overnight courier service, telegram, telex, or
telefax). Any notice required or permitted to be given by mail shall be
deemed to be delivered and given at the time when the same is deposited in
the United States mail as aforesaid. Any notice required or permitted to be
given by overnight courier service shall be deemed to be delivered and given
at the time delivered to such service with all charges prepaid and addressed
as aforesaid. Any notice required or permitted to be given by telegram,
telex, or telefax shall be deemed to be delivered and given at the time
transmitted with all charges prepaid and addressed as aforesaid.

5.2 WAIVER. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
certificate of incorporation of the Corporation, or these bylaws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to

12
<PAGE>

the giving of such notice. Attendance of a stockholder, director, or
committee member at a meeting shall constitute a waiver of notice of such
meeting, except where such person attends for the express purpose of
objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.

ARTICLE SIX: OFFICERS

6.1 NUMBER; TITLES; TERM OF OFFICE. The officers of the Corporation
shall be a President, a Secretary, and such other officers as the board of
directors may from time to time elect or appoint, including a Chairman of the
Board, one or more Vice Presidents (with each Vice President to have such
descriptive title, if any, as the board of directors shall determine), a
Treasurer and one or more Assistant Secretaries. Each officer shall hold
office until his successor shall have been duly elected and shall have
qualified, until his death, or until he shall resign or shall have been
removed in the manner hereinafter provided. Any two or more offices may be
held by the same person. None of the officers need be a stockholder or a
director of the Corporation or a resident of the State of Delaware.

6.2 REMOVAL. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment
the best interest of the Corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of itself
create contract rights.

6.3 VACANCIES. Any vacancy occurring in any office of the Corporation
(by death, resignation, removal, or otherwise) may be filled by the board of
directors.

6.4 AUTHORITY. Officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these bylaws
or as may be determined by resolution of the board of directors not
inconsistent with these bylaws.

6.5 COMPENSATION. The compensation, if any, of officers and agents
shall be fixed from time to time by the board of directors; provided,
however, that the board of directors may delegate the power to determine the
compensation of any officer and agent (other than the officer to whom such
power is delegated) to the Chairman of the Board or the President.

6.6 CHAIRMAN OF THE BOARD. The Chairman of the Board, if elected by
the board of directors, shall have such powers and duties as may be
prescribed by the board of directors.

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<PAGE>

Such officer shall preside at all meetings of the stockholders and of the
board of directors. Such officer may sign all certificates for shares of
stock of the Corporation.

6.7 PRESIDENT. The President shall be the chief executive officer of
the Corporation and, subject to the board of directors, he shall have general
executive charge, management, and control of the properties and operations of
the Corporation in the ordinary course of its business, with all such powers
with respect to such properties and operations as may be reasonably incident
to such responsibilities. If the board of directors has not elected a
Chairman of the Board or in the absence or inability to act of the Chairman
of the Board, the President shall exercise all of the powers and discharge
all of the duties of the Chairman of the Board. As between the Corporation
and third parties, any action taken by the President in the performance of
the duties of the Chairman of the Board shall be conclusive evidence that
there is no Chairman of the Board or that the Chairman of the Board is absent
or unable to act.

6.8 VICE PRESIDENTS. Each Vice President shall have such powers and
duties as may be assigned to him by the board of directors, the Chairman of
the Board, or the President, and (in order of their seniority as determined
by the board of directors or, in the absence of such determination, as
determined by the length of time they have held the office of Vice President)
shall exercise the powers of the President during that officer's absence or
inability to act. As between the Corporation and third parties, any action
taken by a Vice President in the performance of the duties of the President
shall be conclusive evidence of the absence or inability to act of the
President at the time such action was taken.

6.9 TREASURER. The Treasurer shall have custody of the Corporation's
funds and securities, shall keep full and accurate account of receipts and
disbursements, shall deposit all monies and valuable effects in the name and
to the credit of the Corporation in such depository or depositories as may be
designated by the board of directors, and shall perform such other duties as
may be prescribed by the board of directors, the Chairman of the Board, or
the President.

6.10 ASSISTANT TREASURERS. Each Assistant Treasurer shall have such
powers and duties as may be assigned to him by the board of directors, the
Chairman of the Board, or the President. The Assistant Treasurers (in the
order of their seniority as determined by the board of directors or, in the
absence of such a determination, as determined by the length of time they
have held the office of Assistant Treasurer) shall exercise the powers of the
Treasurer during that officer's absence or inability to act.

6.11 SECRETARY. Except as otherwise provided in these bylaws, the
Secretary shall keep the minutes of all meetings of the board of directors and
of the stockholders in books

14
<PAGE>

provided for that purpose, and he shall attend to the giving and service of
all notices. He may sign with the Chairman of the Board or the President, in
the name of the Corporation, all contracts of the Corporation and affix the
seal of the Corporation thereto. He may sign with the Chairman of the Board
or the President all certificates for shares of stock of the Corporation, and
he shall have charge of the certificate books, transfer books, and stock
papers as the board of directors may direct, all of which shall at all
reasonable times be open to inspection by any director upon application at
the office of the Corporation during business hours. He shall in general
perform all duties incident to the office of the Secretary, subject to the
control of the board of directors, the Chairman of the Board, and the
President.

6.12 ASSISTANT SECRETARIES. Each Assistant Secretary shall have such
powers and duties as may be assigned to him by the board of directors, the
Chairman of the Board, or the President. The Assistant Secretaries (in the
order of their seniority as determined by the board of directors or, in the
absence of such a determination, as determined by the length of time they
have held the office of Assistant Secretary) shall exercise the powers of the
Secretary during that officer's absence or inability to act.

ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS

7.1 CERTIFICATES FOR SHARES. Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the board of
directors or any exchange on which such shares are listed. The certificates
shall be signed by the Chairman of the Board or the President or a Vice
President and also by the Secretary or an Assistant Secretary or by the
Treasurer or an Assistant Treasurer. Any and all signatures on the
certificate may be a facsimile and may be sealed with the seal of the
Corporation or a facsimile thereof. If any officer, transfer agent, or
registrar who has signed, or whose facsimile signature has been placed upon,
a certificate has ceased to be such officer, transfer agent, or registrar
before such certificate is issued, such certificate may be issued by the
Corporation with the same effect as if he were such officer, transfer agent,
or registrar at the date of issue. The certificates shall be consecutively
numbered and shall be entered in the books of the Corporation as they are
issued and shall exhibit the holder's name and the number of shares.

7.2 REPLACEMENT OF LOST OR DESTROYED CERTIFICATES. The board of
directors may direct a new certificate or certificates to be issued in place
of a certificate or certificates theretofore issued by the Corporation and
alleged to have been lost or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate or certificates representing
shares to be lost or destroyed. When authorizing such issue of a new
certificate or certificates the board of directors may, in its discretion and
as a condition precedent to the

15
<PAGE>

issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such
manner as it shall require and/or to give the Corporation a bond with a
surety or sureties satisfactory to the Corporation in such sum as it may
direct as indemnity against any claim, or expense resulting from a claim,
that may be made against the Corporation with respect to the certificate or
certificates alleged to have been lost or destroyed.

7.3 TRANSFER OF SHARES. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, the Corporation
or its transfer agent shall issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its
books.

7.4 REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.

7.5 REGULATIONS. The board of directors shall have the power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

7.6 LEGENDS. The board of directors shall have the power and authority
to provide that certificates representing shares of stock bear such legends
as the board of directors deems appropriate to assure that the Corporation
does not become liable for violations of federal or state securities laws or
other applicable law.

ARTICLE EIGHT: MISCELLANEOUS PROVISIONS

8.1 DIVIDENDS. Subject to provisions of law and the certificate of
incorporation of the Corporation, dividends may be declared by the board of
directors at any regular or special meeting and may be paid in cash, in
property, or in shares of stock of the Corporation. Such declaration and
payment shall be at the discretion of the board of directors.

16
<PAGE>

8.2 RESERVES. There may be created by the board of directors out of
funds of the Corporation legally available therefor such reserve or reserves
as the directors from time to time, in their discretion, consider proper to
provide for contingencies, to equalize dividends, or to repair or maintain
any property of the Corporation, or for such other purpose as the board of
directors shall consider beneficial to the Corporation, and the board of
directors may modify or abolish any such reserve in the manner in which it
was created.

8.3 BOOKS AND RECORDS. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
stockholders and board of directors and shall keep at its registered office
or principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of
all stockholders and the number and class of the shares held by each.

8.4 FISCAL YEAR. The fiscal year of the Corporation shall be fixed by
the board of directors; provided, that if such fiscal year is not fixed by
the board of directors and the selection of the fiscal year is not expressly
deferred by the board of directors, the fiscal year shall commence on October
1 and shall end on September 30 of each year.

8.5 SEAL. The seal of the Corporation shall be such as from time to
time may be approved by the board of directors.

8.6 RESIGNATIONS. Any director, committee member, or officer may
resign by so stating at any meeting of the board of directors or by giving
written notice to the board of directors, the Chairman of the Board, the
President, or the Secretary. Such resignation shall take effect at the time
specified therein or, if no time is specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

8.7 SECURITIES OF OTHER CORPORATIONS. The Chairman of the Board, the
President, or any Vice President of the Corporation shall have the power and
authority to transfer, endorse for transfer, vote, consent, or take any other
action with respect to any securities of another issuer which may be held or
owned by the Corporation and to make, execute, and deliver any waiver, proxy,
or consent with respect to any such securities.

8.8 ACTION WITHOUT A MEETING. (a) Unless otherwise provided in the
certificate of incorporation of the Corporation, any action required or
permitted to be taken by the stockholders of the Corporation must be effected
at a duly called annual or special meeting of such holders and may not be
effected by written consent.

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<PAGE>

(b) Unless otherwise restricted by the certificate of incorporation of
the Corporation or by these bylaws, any action required or permitted to be
taken at a meeting of the board of directors, or of any committee of the
board of directors, may be taken without a meeting if a consent or consents
in writing, setting forth the action so taken, shall be signed by all the
directors or all the committee members, as the case may be, entitled to vote
with respect to the subject matter thereof, and such consent shall have the
same force and effect as a vote of such directors or committee members, as
the case may be, and may be stated as such in any certificate or document
filed with the Secretary of State of the State of Delaware or in any
certificate delivered to any person. Such consent or consents shall be filed
with the minutes of proceedings of the board or committee, as the case may be.

8.9 INVALID PROVISIONS. If any part of these bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.

8.10 MORTGAGES, ETC. With respect to any deed, deed of trust, mortgage,
or other instrument executed by the Corporation through its duly authorized
officer or officers, the attestation to such execution by the Secretary of
the Corporation shall not be necessary to constitute such deed, deed of
trust, mortgage, or other instrument a valid and binding obligation against
the Corporation unless the resolutions, if any, of the board of directors
authorizing such execution expressly state that such attestation is necessary.

8.11 HEADINGS. The headings used in these bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed
in interpretation.

8.12 REFERENCES. Whenever herein the singular number is used, the same
shall include the plural where appropriate, and words of any gender should
include each other gender where appropriate.

8.13 AMENDMENTS. Subject to the requirements of the certificate of
incorporation of the Corporation, these bylaws may be altered, amended, or
repealed or new bylaws may be adopted by the stockholders or by the board of
directors at any regular meeting of the stockholders or the board of
directors or at any special meeting of the stockholders or the board of
directors if notice of such alteration, amendment, repeal, or adoption of new
bylaws be contained in the notice of such special meeting.

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<PAGE>

The undersigned, the Secretary of the Corporation, hereby certifies that
the foregoing bylaws were adopted by unanimous consent by the directors of
the Corporation as of , 1998.

---------------------------------
Douglas Childress
Secretary

<PAGE>

FORM OF STOCK CERTIFICATE

FRONT
- -----

LOGO

TriStar Aerospace Co.

Incorporated Under the Laws of the State of Delaware

CUSIP 89674L 10 1

This Certificate is Transferable In New York, New York

This certifies that ______________________________ is the record holder
of __________________________ fully paid and non-assessable shares of common
stock of TriStar Aerospace Co., transferable on the books of the Company by
the holder hereof in person or by duly authorized attorney or surrender of
this certificate properly endorsed. This certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile corporate seal and the facsimile signatures of its
duly authorized officers.

/s/ Douglas Childress
Secretary

/s/ Quentin Bourjeaurd
President and Chief Executive Officer

<PAGE>

BACK
- ----

TRISTAR AEROSPACE CO.

The company will furnish without charge to each stockholder who so
requests a statement or summary of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof which the corporation is authorized to issue and of
the qualifications, limitations or restrictions of such preferences and/or
rights. Any such request is to be addressed to the transfer agent.

The following abbreviations when used in the inscription on the face of
the certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM- as tenants in common
TEN ENT- as tenants by the entireties
JT YEN- as joint tenants with
right of survivorship and
not as tenants in common

UNIF GIFT MIN ACT ___________________ (Court) Custodian
__________________ (minor), under uniform gifts to minors
Act ____________________ (State).

Additional abbreviations may also be used though not in the above list.

For Value Received, _______________________ hereby sell, assign and
transfer unto _____________________________ (please insert social security or
other identifying number of assignee), _____________________________________
______________________________________________________________ (please print
or typewrite name and address, including zip code of assignee) ___________
shares of the stock represented by the within certificate, and do hereby
irrevocably constitute and appoint ______________________________________
Attorney to transfer the said stock on the books on the books of the within
named Corporation with full power of substitution in the premises.

2
<PAGE>

Dated:
---------------------

-------------------------------------------------
NOTICE: The signature to this assignment must
correspond with the name as written upon the face
of the certificate in every particular, without
alteration or enlargement or any change whatever.

SIGNATURE(S) GUARANTEED:

- ------------------------------------------------
The signature(s) should be guaranteed by an
eligible guarantor institution (banks,
stockbrokers, savings and loan associations and
credit unions with membership in an approved
Signature Guaranteed Medallion Program), pursuant
to S.E.C. Rule 17Ad-16.

<PAGE>

Weil, Gotshal & Manges LLP
767 Fifth Ave.
New York, New York 10153

April 27, 1998

TriStar Aerospace Co.
2527 Willowbrook Road
Dallas, Texas 75220-4420

Ladies and Gentlemen:

We have acted as counsel to TriStar Aerospace Co., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-1 (No. 333-46335) (the "Registration Statement") under
the Securities Act of 1933, as amended, relating to the proposed initial
public offering of up to 15,268,134 shares (the "Shares") of common stock,
par value $0.01 per share, of the Company, held by certain existing
stockholders (the "Selling Stockholders"). Capitalized terms defined in the
Registration Statement and used but not otherwise defined herein are used
herein as so defined.

In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Amended and Restated
Certificate of Incorporation of the Company, as amended (the "Charter"), and
such corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such inquiries of such officers
and representatives as we have deemed relevant and necessary as a basis for
the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified,

<PAGE>

conformed or photostatic copies and the authenticity of the originals of such
latter documents. As to all questions of fact material to this opinion that
have not been independently established, we have relied upon certificates or
comparable documents of officers and representatives of the Company.

Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:

1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware.

2. The Shares have been duly authorized and validly issued and
are fully paid and nonassessable.

The opinions expressed herein are limited to the corporate laws of
the State of Delaware, and we express no opinion as to the effect on the
matters covered by this letter of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and consent is also given to the reference to this
firm under the caption "Legal Matters" in the Prospectus forming a part of
the Registration Statement.

Very truly yours,

/s/ Weil, Gotshal & Manges LLP

<PAGE>

TRISTAR AEROSPACE CO.
1998 STOCK OPTION PLAN

1. PURPOSES

TriStar Aerospace Co. (the "Company") desires to afford certain of its
key employees and the key employees of any subsidiary corporation or parent
corporation of the Company now existing or hereafter formed or acquired, and
to non-employee directors of or consultants to the Company and any subsidiary
corporation or parent corporation of the Company, now existing or hereafter
formed or acquired, who are responsible for the continued growth of the
Company, an opportunity to acquire a proprietary interest in the Company, and
thus to create in such key employees, non-employee directors or consultants
an increased interest in and a greater concern for the welfare of the Company
and its subsidiaries.

The Company, by means of this 1998 Stock Option Plan (the "Plan"), seeks
to retain the services of persons now holding key positions and to secure the
services of persons capable of filling such positions.

The stock options ("Options") offered pursuant to the Plan are a matter
of separate inducement and are not in lieu of any salary or other
compensation for the services of any key employee or non-employee director or
consultant.

The Options granted under the Plan are intended to be options that do
not meet the requirements for "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

2. NUMBER OF SHARES SUBJECT TO THE PLAN

The total number of shares of common stock of the Company which may be
purchased or acquired pursuant to the exercise of Options granted under the
Plan shall not exceed, in the aggregate, 2,000,000 shares of the authorized
common stock, $.01 par value per share, of the Company (the "Shares"), and no
individual shall be granted Options to purchase more than 500,000 Shares
during the term of the Plan, such number of shares in each case subject to
adjustment as provided in Article 11 hereof.

Shares available for issuance acquired under the Plan may be either
authorized but unissued Shares or Shares of issued stock held in the
Company's treasury, or both, at the discretion of the Company. If and to the
extent that Options granted under the Plan expire,

<PAGE>

terminate or are cancelled without having been exercised, the Shares covered
by such expired or terminated Options may again be subject to an Option under
the Plan.

Except as provided in Article 18 and subject to Article 3, the Company
may, from time to time during the period beginning as of April 1, 1998 (the
"Effective Date") and ending on April 1, 2008 (the "Termination Date"), grant
to certain key employees of the Company and any subsidiary corporation or
parent corporation of the Company, and to non-employee directors of or
consultants to the Company and any subsidiary corporation or parent
corporation of the Company, Options under the terms hereinafter set forth.

As used in the Plan, the term "subsidiary corporation" and "parent
corporation" shall mean, respectively, a corporation coming within the
definition of such terms contained in Sections 424(f) and 424(e) of the Code.

3. ADMINISTRATION

The board of directors of the Company (the "Board of Directors") shall
designate from any of its members a Compensation Committee, which shall be
the Compensation Committee of the Board of Directors (the "Committee"), to
administer the Plan. The Committee shall consist of no fewer than two (2)
members, each of whom shall be "non-employee directors" within the meaning of
Rule 16b-3 (or any successor rule or regulation) promulgated under the
Securities Exchange Act of 1934, as amended, and shall, in any event, consist
of a majority of non-employee directors. A majority of the members of the
Committee shall constitute a quorum, and the act of a majority of the members
of the Committee shall be the act of the Committee. Any member of the
Committee may be removed at any time either with or without cause by
resolution adopted by the Board of Directors, and any vacancy on the
Committee at any time may be filled by resolution adopted by the Board of
Directors.

Subject to the express provisions of Article 17, the Committee shall
have authority, in its discretion, to determine the employees and
non-employee directors and consultants to whom Options shall be granted (the
"Optionholders"), the time when such Options shall be granted, the number of
Shares which shall be subject to each Option, the purchase price or exercise
price of each Option, the period(s) during which such Options shall be
exercisable (whether in whole or in part) and the other terms and provisions
thereof (which need not be identical). Awards of Options shall be evidenced
by agreements (which need not be identical) in such forms as the Committee
may from time to time approve; provided however, that in the event of any
conflict between the provisions of the Plan and any such agreements, the
provisions of the Plan shall prevail.

2
<PAGE>

Subject to the express provisions of the Plan, the Committee also shall
have authority to construe the Plan and the Options granted thereunder, to
amend the Plan and the Options granted thereunder, to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the terms
and provisions of the Options (which need not be identical) granted
thereunder and to make all other determinations necessary or advisable for
administering the Plan.

The determination of the Committee on matters referred to in this
Article 3 shall be conclusive.

The Committee may employ such legal counsel, consultants and agents as
it may deem desirable for the administration of the Plan and may rely upon
any opinion or computation received from any such legal counsel, consultant
or agent. Expenses incurred by the Committee in the engagement of such
counsel, consultant or agent shall be paid by the Company. No member or
former member of the Committee, the Board of Directors and no employee of the
Company shall be liable for any act or failure to act hereunder, except in
circumstances involving his or her bad faith, gross negligence or willful
misconduct, or for any act or failure to act hereunder by any other member or
employee or by any agent to whom duties in connection with the administration
of the Plan have been delegated. The Company shall indemnify members of the
Committee, and any agent of the Committee who is an employee of the Company,
against any and all liabilities or expenses to which they may be subjected by
reason of any act or failure to act with respect to their duties on behalf of
the Plan, except in circumstances involving such person's bad faith, gross
negligence or willful misconduct.

4. ELIGIBILITY

Options may be granted only to key employees of the Company or any
subsidiary corporation or parent corporation of the Company, and to
non-employee directors of, or consultants to, the Company and any subsidiary
corporation or parent corporation of the Company.

The Plan does not create a right in any employee or non-employee
director or consultant to participate in the Plan, nor does it create a right
in any employee or non-employee director or consultant to have any Options
granted to him or her.

3
<PAGE>

5. OPTION PRICE AND PAYMENT

The exercise price for each Share purchasable under any Option granted
hereunder shall be such amount as the Committee shall determine in good faith in
the manner described below to be the fair market value per Share at the date the
Option is granted (the "Fair Market Value"):

(a) If the Shares are listed on a national securities exchange in the
United States on any date on which the Fair Market Value per Share is
to be determined, the Fair Market Value per Share shall be deemed to
be the closing price of the Shares on the date as of the which the
Fair Market Value per Share is to be determined (or on the last
preceding trading date if the Shares were not traded on such date).

(b) If a public market exists for the Shares on any date on which the Fair
Market Value per Share is to be determined, but the Shares are not
listed on a national securities exchange in the United States on such
date, the Fair Market Value per Share shall be deemed to be the mean
between the closing bid and asked quotations in the over-the-counter
market on the date as of the which the Fair Market Value per Share is
to be determined (or on the last preceding trading date if the Shares
were not traded on such date).

(c) If the Shares are not listed on a national securities exchange in the
United States on the date on which the Fair Market Value per Share is
to be determined, and a public market does not otherwise exist for the
Shares on such date, the Fair Market Value per Share shall be
determined by the Committee and shall be based upon such information
as the Committee, in its sole judgment, deems appropriate, including
any appraisal by an independent appraiser selected by the Committee.

For purposes of this Plan, the determination by the Committee of the Fair Market
Value of a Share shall be conclusive.

Provided that an Option has been granted and held by an Optionholder for
at least six months, upon the exercise of an Option granted hereunder, the
Company shall cause the purchased Shares to be issued only when it shall have
received the full purchase price for the Shares in cash, by certified check
or, in the discretion of the Committee, by the delivery of Shares then owned
by the Optionholder or by the withholding of Shares for which an Option is
exercisable. In the discretion of the Committee, payment may also be made by
delivery of

<PAGE>

a properly executed exercise notice to the Company together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the exercise price. To facilitate the
foregoing, the Company may enter into agreements for coordinated procedures
with one or more brokerage firms. The Committee may prescribe any other
method of paying the exercise that it determines to be consistent with
applicable law and the purpose of the Plan.

6. USE OF PROCEEDS

The cash proceeds of the sale of Shares pursuant to the Plan are to be
added to the general funds of the Company and used for its general corporate
purposes as the Board of Directors shall determine.

7. TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF
EXERCISE

An Option shall be exercisable at such times, in such amounts and during
such period or periods as the Committee shall determine at the date of the
grant of such Option; PROVIDED, HOWEVER, that an Option shall not be
exercisable after the expiration of ten (10) years from the date such Option
is granted.

The Committee shall have the right to accelerate, in whole or in part,
from time to time, conditionally or unconditionally, rights to exercise any
Option granted hereunder.

To the extent that an Option is not exercised within the period of
exercisability specified therein, it shall expire as to the then unexercised
part.

In no event shall an Option granted hereunder be exercised for a
fraction of a Share.

8. EXERCISE OF OPTIONS

Options granted under the Plan shall be exercised by the optionee as to
all or part of the Shares covered thereby by the giving of written notice of
the exercise thereof to the Secretary of the Company at the principal
business office of the Company, specifying the number of Shares to be
purchased and specifying a business day not more than fifteen (15) days from
the date such notice is given for the payment of the purchase price against
delivery of the Shares being purchased. Subject to the terms of Articles 13,
14, 15 and 16, the Company shall cause certificates for the Shares so
purchased to be delivered to the optionee

5
<PAGE>

at the principal business office of the Company, against payment of the full
purchase price, on the date specified in the notice of exercise.

9. NON-TRANSFERABILITY OF OPTIONS

No Option granted hereunder shall be transferable (other than to a
member(s) of an Optionholder's immediate family or to a trust for the benefit
of an Optionholder or a member(s) of an Optionholder's family), whether by
operation of law or otherwise, other than by will or the laws of descent and
distribution, and any Option granted hereunder shall be exercisable during
the lifetime of the holder only by such holder. Except to the extent
provided above, Options may not be assigned, transferred, pledged,
hypothecated or disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process, and any purported assignment in contravention hereof shall be void
and of no effect.

10. TERMINATION OF EMPLOYMENT

Upon termination of employment of any Optionholder with the Company and
all parent and subsidiary corporations, an Option previously granted to the
Optionholder, unless otherwise specified by the Committee in the Option,
shall, to the extent not theretofore exercised, terminate and become null and
void, provided that:

(a) if the employee shall die while in the employ of such corporation
or during either the three (3) month or one (1) year period, whichever is
applicable, specified in clause (b) below and at a time when such employee
was entitled to exercise an Option as herein provided, the legal
representative of such employee, or such person who acquired such Option by
bequest or inheritance or by reason of the death of the employee, shall
have the right to exercise such Option so granted, to the extent not
theretofore exercised, in respect of any or all of such number of Shares
that such employee is entitled to purchase pursuant to such Option at the
time of such employee's death, at any time during the one (1) year period
following the date of death; and

(b) if the employment of any employee to whom such Option shall have
been granted shall terminate by reason of the employee's disability (as
defined below) or dismissal by the employer other than for cause (as
defined below), and while such employee is entitled to exercise such Option
as herein provided, such employee shall have the right to exercise such
Option so granted, to the extent not theretofore exercised, in respect of
any or all of such number of Shares that such employee is

6
<PAGE>

entitled to purchase pursuant to such Option at the time of such
termination, at any time during the period (i) three (3) months after the
date of such termination of employment in the case of termination by reason
of dismissal other than for cause and (ii) one (1) year after the date of
termination of employment in the case of termination by reason of
disability.

If an employee voluntarily terminates his or her employment, or is
discharged for cause, any Option granted hereunder shall, unless otherwise
specified by the Committee in the Option, forthwith terminate with respect to
any unexercised portion thereof.

The terms of an Option granted to a non-employee director of, or
consultant to, the Company or any subsidiary corporation or parent
corporation of the Company shall set forth the circumstances relating to the
cessation of the performance of services by such non-employee director or
consultant under which such Option shall terminate prior to the expiration of
the period of exercisability set forth in such Option.

If an Option granted hereunder shall be exercised by the legal
representative of a deceased or disabled Optionholder, or by a person who
acquired an Option granted hereunder by bequest or inheritance or by reason
of death of any Optionholder, written notice of such exercise shall be
accompanied by a certified copy of letters testamentary or equivalent proof
of the right of such legal representative or other person to exercise such
Option.

For all purposes of the Plan, the term "for cause" shall mean, (i) with
respect to an Optionholder who is a party to a written employment agreement
with the Company, which agreement contains a definition of "for cause" or
"cause" (or words of like import) for purposes of termination of employment
thereunder by the Company, "for cause" or "cause" as defined in the most
recent of such agreements, or (ii) in all other cases, as determined by the
Committee, in its sole discretion, that one or more of the following has
occurred: (A) any intentional or willful failure by such Optionholder to
substantially perform his or her employment duties which shall not have been
corrected within thirty (30) days following written notice of the duties
which such Optionholder has failed to substantially perform, (B) any engaging
by such Optionholder in misconduct which is significantly injurious to the
Company or any of its subsidiaries or affiliates, (C) any breach by such
Optionholder of any covenant contained in any employment agreement between
the Company (or any subsidiary corporation or parent corporation of the
Company) and the Optionholder or the instrument pursuant to which an Option
is granted, or (D) such Optionholder's conviction of or entry of a plea of
NOLO CONTENDERE in respect of any felony, or of a misdemeanor which results
in or is reasonably expected to result in economic or reputational injury to
the Company or any of its subsidiaries.

7
<PAGE>

For all purposes of the Plan, the term "disability" means the inability (as
determined by the Board of Directors in its sole discretion) of such
Optionholder, as a result of incapacity due to physical or mental illness or
disability, to perform his or her duties with the Company or any subsidiary or
parent corporation of the Company by which the Optionholder is employed for six
consecutive months or shorter periods aggregating six months during any
twelve-month period.

A termination of employment shall not be deemed to occur by reason of
(i) the transfer of an Optionholder from employment by the Company to
employment by a subsidiary corporation or a parent corporation of the Company
or (ii) the transfer of an Optionholder from employment by a subsidiary
corporation or a parent corporation of the Company to employment by the
Company or by another subsidiary corporation or parent corporation of the
Company.

Notwithstanding anything to the contrary contained in this Article 10,
in no event shall any person be entitled to exercise any Option after the
expiration of the period of exercisability of such Option as specified
therein.

11. EFFECT OF CHANGE IN CONTROL; ADJUSTMENT PROVISIONS

A. CHANGE IN CONTROL

For purposes of this Plan, a "change in control" of the Company occurs
if: (a) any "Person" (as such term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act), is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of at least 50% of the
outstanding capital stock of the Company; (b) the Board of Directors shall
approve a sale of all or substantially all of the assets of the Company to
any Person other than a subsidiary corporation or parent corporation of the
Company; or (c) the Board of Directors shall approve any merger,
consolidation, issuance of securities or purchase of assets, the result of
which would be the occurrence of any event described in clause (a) or (b)
above.

Notwithstanding anything to the contrary contained in any award
agreement, upon the occurrence of a change in control, the Committee may
determine in its sole discretion, that: (i) the vesting of each Option not
then currently exercisable shall accelerate and become immediately
exercisable; and, (ii) each outstanding Option shall terminate within a
specified period of time after delivery of notice to the holder of such
Option (such period of time to be set forth in the notice), and each such
holder will receive, in respect of each Share for which such Option is
exercisable, an amount equal to the excess of the Fair Market Value of such

8
<PAGE>

Share (as determined on the date as of which the Option would terminate) over
the exercise price per Share, payable in such consideration as may be
determined in the sole discretion of the Committee (which may consist of the
same consideration received by the shareholders of the Company) and at such
time as may be determined in the sole discretion of the Committee.

B. ADJUSTMENT PROVISIONS

In the event of any change in the outstanding Shares through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
reverse split, split-up, split-off, spin-off, combination of shares, exchange
of shares, or other like change in capital structure of the Company, an
adjustment shall be made to each outstanding Option such that each Option
shall thereafter be exercisable for such securities, cash and/or other
property as would have been received in respect of the Common Stock subject
to such Option had such Option been exercised in full immediately prior to
such change or distribution, and such an adjustment shall be made
successively each time any such change shall occur. In addition, in the
event of any such change, the Committee shall make any further adjustment as
may be appropriate to the maximum number of Shares which may be acquired
under the Plan pursuant to the exercise of Options, the maximum number of
Shares for which Options may be granted to any individual under the Plan, the
minimum exercise price per Share for Options to be granted under the Plan,
and the number of Shares and prices per Share subject to outstanding Options
as shall be equitable to prevent dilution or enlargement of rights under such
Options, and the determination of the Committee as to these matters shall be
conclusive.

12. RIGHT TO TERMINATE EMPLOYMENT

The Plan shall not impose any obligation on the Company or on any
subsidiary corporation or parent corporation thereof to continue the
employment of any Optionholder (or the service of any non-employee
Optionholder) and it shall not impose any obligation on the part of any
Optionholder to remain in the employ (or service) of the Company or of any
subsidiary corporation or parent corporation thereof.

13. SECURITIES LAW MATTERS

Except as hereinafter provided, the Committee may require an
Optionholder, as a condition upon exercise of any Option granted hereunder,
to execute and deliver to the Company a written statement, in form
satisfactory to the Committee, in which the Optionholder represents and
warrants that Shares are being acquired for such Optionholder's

9
<PAGE>

own account for investment only and not with a view to the resale or
distribution thereof. The Optionholder shall, at the request of the
Committee, be required to represent and warrant in writing that any
subsequent resale or distribution of Shares by the Optionholder shall be made
only pursuant to either (i) a Registration Statement on an appropriate form
under the Securities Act of 1933, as amended (the "Securities Act"), which
Registration Statement has become effective and is current with regard to the
Shares being sold, or (ii) a specific exemption from the registration
requirements of the Securities Act, but in claiming such exemption the
Optionholder shall, prior to any offer of sale or sale of such Shares, obtain
a prior favorable written opinion of counsel, in form and substance
satisfactory to counsel for the Company, as to the application of such
exemption thereto. The foregoing restriction shall not apply to (i) issuances
by the Company so long as the Shares being issued are registered under the
Securities Act or (ii) re-offerings of Shares by affiliates of the Company
(as defined in Rule 405 or any successor rule or regulation promulgated under
the Securities Act) if the Shares being re-offered are registered under the
Securities Act and a prospectus in respect thereof is current.

14. ISSUE OF CERTIFICATES, LEGENDS, PAYMENT OF EXPENSES

Subject to Articles 13, 15 and 16, upon any exercise of an Option which
may be granted hereunder and payment of the purchase price, a certificate or
certificates for the Shares shall be issued by the Company in the name of the
person exercising the Option and shall be delivered to or upon the order of
such person.

The Company may endorse such legend or legends upon the certificates for
Shares issued pursuant to the Plan and, if a transfer agent has been engaged
by the Company, may issue such "stop transfer" instructions to its transfer
agent in respect of such Shares as, in its discretion, it determines to be
necessary or appropriate to (i) prevent a violation of, or to perfect an
exemption from, the registration requirements of the Securities Act, or (ii)
implement the provisions of the Plan and any agreement between the Company
and the Optionholder with respect to such Shares.

The Company shall pay all issue or transfer taxes with respect to the
issuance or transfer of Shares, as well as all fees and expenses necessarily
incurred by the Company in connection with such issuance or transfer.

All Shares issued as provided herein shall be fully paid and
non-assessable to the extent permitted by law.

10
<PAGE>

15. WITHHOLDING TAXES

The Company will require, as a condition to an Optionholder exercising a
Option granted hereunder, that the Optionholder reimburse the corporation
that employs such Optionholder for any taxes required by any government to be
withheld or otherwise deducted and paid by such corporation on behalf such
Optionholder in respect of the issuance or disposition of such Shares. In
lieu thereof, the corporation that employs such Optionholder shall have the
right to withhold the amount of such taxes from any other sums due or to
become due from such corporation to the Optionholder upon such terms and
conditions as the Committee shall prescribe. The corporation that employs
such Optionholder may, in its discretion, hold the stock certificate to which
such Optionholder is entitled upon the exercise of an Option as security for
the payment of such withholding tax liability, until cash sufficient to pay
that liability has been accumulated.

16. LISTING OF SHARES AND RELATED MATTERS

The Committee may delay the issuance or delivery of Shares pursuant to
any Option granted hereunder if it determines that listing, registration or
qualification of Shares or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the grant of an Option under the Plan or the issuance of Shares
thereunder, until such listing, registration, qualification, consent or
approval shall have been effected or obtained, or otherwise provided for,
free of any conditions not acceptable to the Committee.

17. AMENDMENT OF THE PLAN

The Board or the Committee may, from time to time, amend the Plan,
provided that no amendment shall be made without the approval of the
stockholders of the Company if such stockholder approval is required by law.
The rights and obligations under any Option granted before amendment of the
Plan or any unexercised portion of such Option shall not be adversely
affected by amendment of the Plan or such Option without the consent of the
holder of such Option.

18. TERMINATION OR SUSPENSION OF THE PLAN

The Board of Directors may at any time suspend or terminate the Plan.
The Plan, unless sooner terminated by action of the Board of Directors, shall
terminate at the close of business on the Termination Date. Options may not
be granted while the Plan is suspended or after it is terminated. Rights and
obligations under any Option granted while the Plan is

11
<PAGE>

in effect shall not be altered or impaired by suspension or termination of
the Plan, except upon the consent of the person to whom the Option was
granted. The power of the Committee to construe and administer any Options
granted prior to the termination or suspension of the Plan under Article 3
nevertheless shall continue after such termination or during such suspension.

19. GOVERNING LAW

The Plan and such Options as may be granted thereunder and all related
matters shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware from time to time obtaining.

20. PARTIAL INVALIDITY

The invalidity or illegibility of any provision hereof shall not be
deemed to affect the validity of any other provision.

21. EFFECTIVE DATE

The Plan shall become effective at 9:00 a.m., New York City Time, on the
Effective Date.

<PAGE>

TRISTAR AEROSPACE CO.
EXECUTIVE AND KEY EMPLOYEE INCENTIVE PLAN

1. PURPOSE AND TERM OF PLAN.

The purpose of the TriStar Aerospace Co. Executive and Key Employee
Incentive Plan (the "Plan") is to provide a cash incentive award with
respect to each fiscal year (each, a "Performance Period") of TriStar
Aerospace Co., a Delaware corporation (the "Company"), in order to
motivate certain executive officers and key employees of the Company
and its operating subsidiaries (each, a "subsidiary") to put forth the
maximum efforts towards the growth, profitability and success of the
Company and its subsidiaries and to encourage such individuals to
remain in the employee of the Company or the applicable subsidiary.
The Plan shall be effective as of April 1, 1998 and shall continue
until such time as the Board of Directors shall amend such Plan.

2. ADMINISTRATION OF THE PLAN.

The Plan shall be administered by a committee (the "Committee"), which
shall be the Board of Directors of the Company (the "Board") or a
committee of the Board selected to administer the Company's 1998 Stock
Option Plan (the "Compensation Committee"). The Committee shall have
all the powers vested in it by the terms of the Plan, such powers to
include authority within the limitations described herein, to select the
persons to be granted awards under the Plan, to determine the time when
awards will be granted, to determine whether objectives and conditions
for earning awards have been met, to determine whether awards will be
paid at the end of the performance period or at any time thereafter, and
to determine whether an award or payment of an award should be reduced
or eliminated.

The Committee also shall have full power and authority to administer
and interpret the Plan and to adopt such rules, regulations,
agreements, guidelines and instruments for the administration of the
Plan and for the conduct of its business as the Committee deems
necessary or advisable. The Committee's interpretations of the Plan,
and all actions taken and determinations made by the Committee pursuant
to the powers vested in and hereunder, shall be conclusive and binding
on all parties concerned, including the Company, its stockholders and
any person receiving an award under the Plan.

The Committee may delegate all or a portion of its power and authority
under the Plan to such officers or other employees of the Company or
any of its subsidiaries as it shall determine; provided, however, that
no delegation shall be made regarding selection of executive officers
or key employees of the Company who shall be granted awards in the
Plan, the amount and timing thereof, or the objectives and conditions
pertaining hereto.

<PAGE>

3. ELIGIBILITY.

The Committee, in its discretion may grant awards to such executive
officers and key employees, based upon the recommendation of the chief
executive officer, as the Committee shall determine from time to time.
Executive officers and other key employees who are granted awards under
the Plan are referred to herein as "Participants." The Committee may
grant such awards for each Performance Period which equal no more than
the percent of each Participants base salary as set forth below:

<TABLE>
PARTICIPANT PERCENTAGE OF BASE SALARY
----------- -------------------------
<S> <C>
Executive Officer 70%
Director/Regional Vice President 30%
Manager (1st level) 20%
Manager (2nd level) 15%
Other, exempt employees 10%
</TABLE>

The number of Participants and identification of Participants which
qualify for the above classifications shall be determined by the
Committee, in its discretion, based upon the recommendation of the
chief executive officer.

4. AWARDS.

(a) GRANTING OF AWARDS. The Company may inform each Participant by
letter (which letters need not be identical) of their participation in
the Plan with respect to a Performance Period. Such letter shall be in
such form as the Committee may from time to time approve and which
shall contain the terms and conditions, as determined by the Committee,
of a Participants potential award (expressed as a percentage of his/her
salary as described above in Section 3 of the Plan, as of the beginning
of the performance period) and the related performance targets;
provided, however, that in the event of any conflict between the
provisions of the Plan and any such award letters, the provisions of
the Plan shall prevail.

(b) PERFORMANCE TARGETS. With respect to each Performance Period, the
Committee, in its discretion, shall determine based upon the
recommendation of the chief executive officer, whether the Company has
met certain performance targets for each Performance Period. Such
performance targets shall be approved by the Committee, and may include
the following two elements, each of which shall represent 50% of the
total award to be paid to each Participant:

(i) CORPORATE PROFIT. Fifty percent (50%) of the award to be
granted by the Committee as described in Section 3 of this Plan
shall be based upon the Company achieving certain goals with
regard to the profit of the Company. Such performance target
shall include the following two components: (1) earnings and net
income and (2) inventory turns. The earnings and net income
component of such performance target shall represent 30% of the
total award to be paid to each Participant. The

2
<PAGE>

inventory turns component of such performance target shall
represent 20% of the total award to be paid to each Participant.
If the Company meets 110% of its performance target with regard
to corporate profit, the Participant shall be entitled to receive
fifty percent (50%) of the total incentive award as determined by
the Committee. If the Company meets 100% of its performance
target with regard to corporate profit, the Participant shall be
entitled to receive forty percent (40%) of the total incentive
award as determined by the Committee. If the Company meets 95%
of its performance target with regard to corporate profit, the
Participant shall be entitled to receive thirty percent (30%) of
the total incentive award as determined by the Committee.

(ii) PERSONAL GOAL ACHIEVEMENT BY EACH PARTICIPANT. Fifty
percent (50%) of the award to be granted by the Committee as
described in Section 3 of this Plan shall be based upon the
Participant achieving certain goals known as "Personal Goal
Achievement." The Personal Goal Achievement shall be based upon
the following two components: (1) objective and measurable goals
determined by each Participant's supervisor and approved by the
executive officers; and (2) the Personal Goal Achievement of all
employees which directly report to such Participant. Thirty five
percent (35%) of each Participant's award shall be based upon the
first component of the Personal Goal Achievement set forth in (1)
above. Fifteen percent (15%) of each Participant's award shall
be based upon the second component of the Personal Goal
Achievement set forth in (2) above. If any Participant does not
have employees that directly report to such Participant, fifty
percent (50%) of such Participant's award shall be based upon
the first component of the Personal Goal Achievement.

(c) PAYMENT OF AWARDS. Awards for a Performance Period shall be
payable in cash to Participants who are employed at the time that the
Committee determines, in its sole discretion, shall be paid by the
Company. Quarterly advance payments may be made which equal one-half
(1/2) of that portion of an award based upon the Company's achievement
of the performance targets set forth in Section 3(b)(i) of the Plan
with regard to corporate profit during the first three quarters of
each Performance Period. At the end of each Performance Period, the
Committee shall determine the total Incentive attributable for the
Performance Period, less any quarterly payments made to such
Participants as described above, to determine the amount of Incentive
to be paid for each such Performance Period to each Participant.

5. TERMINATION OF EMPLOYMENT.

Subject to any written agreement between the Company and a Participant
(other than any award letter under the Plan), if the Participant's
employment with the Company or any subsidiary is terminated for any
reason, either by the Company, the subsidiary, or by the Participant,
before the Participant receives his or her award payout as determined
in

3
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accordance with Section 4 above, the Participant shall immediately
forfeit such award; provided, however, that the Committee, in its sole
discretion, may elect on behalf of the Company to pay to such
Participant all or part of the award payout with respect to the
Performance Period that the Participant would have received had the
Participant's employment not been terminated.

6. MISCELLANEOUS PROVISIONS.

(a) GUIDELINES. The Committee may adopt from time to time written
guidelines or other policies for its implementation of the Plan.

(b) WITHHOLDING TAXES. The Company (or the relevant subsidiary) shall
have the right to deduct from all awards or payouts hereunder any
federal, state, local or foreign taxes required by law to be withheld
with respect to such awards or payouts.

(c) NO RIGHTS TO AWARDS. Except as set forth herein, no executive
officer, key employee or other person shall have any claim or right to
be granted an award under the Plan. Neither the Plan nor any action
taken hereunder shall be construed as giving any employee any right to
be retained in the employee of the Company, any subsidiary, or any of
their respective division or affiliates.

(d) COSTS AND EXPENSES. The costs and expenses of administering the
Plan shall be borne by the Company and shall not be charged to any
award or to any employee receiving an award.

(e) FUNDING OF PLAN. The Plan shall be unfunded, the Company shall
not be required to establish any specific or separate fund or to make
any other segregation of assets to assure the payment of any award
under the Plan.

7. AMENDMENT AND TERMINATION.

The Committee may at any time terminate the Plan, or may from time to
time amend the Plan in whole or in part, but no such action shall
adversely affect any rights or obligations with respect to any awards
or payouts thereto made under the Plan.

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Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of
this Amendment No. 3 to Form S-1 Registration Statement File No. 333-46335.

ARTHUR ANDERSEN LLP

Tulsa, Oklahoma
April 27, 1998