FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This FIRST AMENDMENT (the "Amendment"), made and entered into effective as of the 15th day of May, 2002, by and between BE AEROSPACE, INC., a Delaware corporation (the "Company"), and ROBERT J. KHOURY (the...

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT



         This FIRST AMENDMENT (the "Amendment"), made and entered into effective
as of the 15th day of May, 2002, by and between BE AEROSPACE, INC., a Delaware
corporation (the "Company"), and XXXXXX X. XXXXXX (the "Executive").

                                   WITNESSETH:

         WHEREAS, the Company and the Executive entered into that certain
Employment Agreement, dated as of September 14, 2001 (the "Agreement");

         WHEREAS, the Executive and the Company now mutually desire to amend the
Agreement.

         NOW, THEREFORE, effective as of the 15th day of May, 2002, the
Agreement shall be amended as follows:

1.   Section  7.6(a)  shall be amended by  striking  the  reference  to "Section
     7.6(b)(ii)"  in the  second  sentence  of  that  Section,  as  well  as the
     remainder of that sentence following that reference,  and replacing it with
     the following:

          "7.6(b) below,  or contributed  to the Retirement  Trust  described in
          Section 7.6(c) below in accordance with that Section."

2.   Section  7.6(b)(ii)  shall be amended by striking the reference to "Section
     7.6(a)(i)" and replacing it with: "Section 7.6(a)"

3.   Section 7.6(c)(i)(b) shall be amended to read as follows:

          "(b) the total of all  contributions  made to the Retirement  Trust by
          the Company as of such Contribution Date."

4.   Section  7.6(c)(ii)  shall be amended by striking the reference to "Section
     7.6(i)" and replacing it with: "Section 7.6(c)(i)"

5.   Section  7.6(c)(ii)  shall be further amended by striking all references to
     "income  taxes" in the last  sentence of that Section,  and replacing  them
     with: "income and employment taxes"

6.   The Agreement shall remain unchanged in all other respects.

         IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed effective as of the day and year first above written.


EXECUTIVE                                       COMPANY
                                                BE AEROSPACE, Inc., a Delaware
corporation



______________________________                  By:_____________________________
Xxxxxx X. Xxxxxx                                Name:
                                                Title: