IRREVOCABLE PROXY

     The undersigned OSAMAH S. BAKHIT ("BAKHIT") hereby constitutes and appoints
DIRK O. JULANDER ("JULANDER") his lawful attorney-in-fact and proxy, pursuant to
the provisions of the Delaware General Corporation Law, to vote at all meetings
of the stockholders and any adjournments thereof, to execute and deliver written
consents, and in all other ways act in BAKHIT's place and stead, with respect to
three hundred fifty thousand (350,000) shares only of the common stock (the
"Stock") of AVIATION DISTRIBUTORS, INC. (the "Corporation") now owned by BAKHIT
and/or his Successors (as defined below) as fully, to the same extent and with
the same effect as BAKHIT might or could do under any applicable laws or
regulations governing the rights and powers of the stockholders of a Delaware
corporation with respect to any and all business and other matters (including,
but not limited to, the election of directors) which are presented to the
stockholders of the Corporation.

     BAKHIT hereby ratifies and confirms all that JULANDER may do or cause to be
done by virtue of this Irrevocable Proxy.  BAKHIT further understands and agrees
that this Irrevocable Proxy may be exercised by JULANDER for the period
beginning the date hereof and ending on the earlier of (i) January 1, 2000, 
(ii) the deposit of the Stock into that certain Voting Trust created in 
accordance with a Voting Trust Agreement dated November 17, 1997, and (iii) 
the termination of such Voting Trust.

     This Irrevocable Proxy encompasses three hundred fifty thousand (350,000)
shares only of the Common Stock owned by BAKHIT on this date and not the full
holdings of BAKHIT.

     This Irrevocable Proxy is coupled with an interest and shall remain in full
force and effect and, shall be enforceable against any donees, devisees,
transferees, or assignees of the undersigned.  This Irrevocable Proxy shall be
binding upon and be enforceable against BAKHIT and his heirs, legal and personal
representatives, successors, and assigns.

     In the event that JULANDER is unable to exercise the rights granted by this
Irrevocable Proxy because of death or disability, BAKHIT hereby appoints BRUCE
H. HAGLUND as the successor proxy holder to JULANDER, entitled to exercise all
of the rights of JULANDER under the premises.

     IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy
this 18th day of November, 1997.


                                                  /s/Osamah S. Bakhit
                                                  -------------------------
                                                  OSAMAH S. BAKHIT