AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment dated as of September 14, 2001 by and between BE Aerospace, Inc., a Delaware corporation (the "Company"), and Thomas P. McCaffrey (the "Executive"). 1. Reference to Agreement: Definitions....

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

         This Amendment dated as of September 14, 2001 by and between BE
Aerospace, Inc., a Delaware corporation (the "Company"), and Xxxxxx X. XxXxxxxxx
(the "Executive").

         1.       Reference to  Agreement:  Definitions.
                  -------------------------------------

                  Reference  is  made to an  Employment  Agreement  dated  as of
September  14, 2001  between the Company and the  Executive  (the  "Agreement").
Terms defined in the Agreement and not otherwise  defined herein are used herein
with the meaning so defined.

         2.       Amendment to Agreement.
                  ----------------------

                  The Agreement is amended as follows, as of the date first
         written above:

                  2.1 Section  5(e)(i)(a) of the Agreement is hereby  amended to
                  read as follows:

                  "(a) Within five (5) business days after the Termination Date,
         pay to the Executive, (or in the event of Executive's subsequent death,
         such person as Executive shall have designated in a notice filed with
         the Company, or, if no such person shall have been designated, the
         Executive's estate) a lump sum payment equal to the sum of: (1) two
         times the Salary payable to the Executive through the Expiration Date,
         (2) the unpaid amount of any bonuses declared to be payable to the
         Executive for any fiscal periods of the Company ending prior to the
         Expiration Date, (3) two (2) times the current Salary, and (4) the
         Retirement Compensation as provided in Section 5(g) below."

         3. Miscellaneous. Except as amended by this Amendment, all terms and
conditions of the Agreement shall remain in full force and effect. This
Amendment may be executed in any number of counterparts which together shall
constitute one instrument, shall be governed by and construed in accordance with
the laws (other than the conflict of laws rules) of the State of Florida and
shall bind and inure to the benefit of the parties hereto and their respective
successors, assigns and heirs.

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands,
as of the date first written above.


                                Xxxxxx X. XxXxxxxxx




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                                BE AEROSPACE, INC.




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                                Title:  Xxxxxx X. Xxxxxx