Exhibit (d)(10)

                   FORM OF STOCK OPTION AGREEMENT PURSUANT TO
                           THE 1996 STOCK OPTION PLAN


                           Non-Qualified Stock Option
                                  Granted Under
                             1996 Stock Option Plan


     Non-Qualified Stock Option granted by B/E Aerospace, Inc., a Delaware
corporation (the "Company"), to _____________, an employee of the Company
(the "Employee"), pursuant to the Company's 1996 Option Plan, as in effect as of
the date hereof (the "Plan").

1.   Grant of Option.

     This certificate evidences the grant by the Company on _________ to the
Employee of an option to purchase, in whole or in part, on the terms herein
provided, a total of [Shares Granted] shares of common stock of the Company
(the "Shares") at $____ per share, which is not less than the fair market value
of the Shares on the last business day preceding the date of grant of this
option. The Final Exercise Date of this option (as that term is used in the
Plan) is _________.

     This option is exercisable in the following installments on a cumulative
basis, but not later than the Final Exercise Date:


     [Vest 1]  shares on and after the Granting Date;

     [Vest 2]  additional shares on and after _________;

     [Vest 3]  additional shares on and after _________; and

     [Vest 4]  additional shares on and after _________.


2.   Exercise of Option.

     Each election to exercise this option shall be in writing, signed by the
Employee or by his or her executor or administrator or the person or persons to
whom this option is transferred by will or the applicable laws of descent and
distribution (the "Legal Representative"), and received by the Company at its
principal office, accompanied by this certificate, and payment in full as
provided in the Plan. The purchase price may be paid, subject to the provisions
of Section 6(d) of the Plan, by delivery of:

     (i)  cash, personal check, certified check, bank draft or money order;

    (ii)  common stock of the Company (held for at least six months) having a
          fair market value on the last business day preceding the date of
          exercise equal to the purchase price;





   (iii)  an unconditional and irrevocable undertaking by a broker to deliver
          promptly to the Company sufficient funds to pay the exercise price; or


    (iv)  any combination of the permissible forms of payment.

     In the event that this option is exercised by the Employee's Legal
Representative, the Company shall be under no obligation to deliver Shares
hereunder unless and until the Company is satisfied as to the authority of the
person or persons exercising this option.

3.   Notice of Disposition.

     The person exercising this option shall notify the Company when he or she
makes any disposition of the Shares acquired upon exercise of this option,
whether by sale, gift or otherwise.

4.   Application of Stock Transfer Agreement.

     If at the time when this option is exercised the Company is a party to any
agreement restricting the transfer of any outstanding shares of its Common
Stock, this option may be exercised only if the Shares so acquired are made
subject to the transfer restrictions set forth in that agreement (or if more
than one such agreement is then in effect, the agreement specified by the Board
of Directors of the Company).

5.   Agreement to Provide Security.

     If at the time this option is exercised the Board of Directors determines
that under applicable law and regulations the Company could be liable for the
withholding of any federal or state tax with respect to a disposition of any
Shares acquired upon exercise of this option, this option may not be exercised
unless the person exercising this option gives such security as the Board of
Directors deems adequate to meet the potential liability of the Company for the
withholding of tax and agrees to augment such security from time to time in any
amount reasonably determined by the Board of Directors to be necessary to
preserve the adequacy of such security.

6.   Nontransferability of Option.

     This option is not transferable by the Employee other than by will or the
laws of descent and distribution, and is exercisable during the Employee's
lifetime only by the Employee.

7.   Provisions of the Plan.

     This option is subject to the provisions of the Plan, a copy of which is
furnished to the Employee with this option.

     IN WITNESS WHEREOF, the Company has caused this option to be executed under
its corporate seal by its duly authorized officer. This option shall take effect
as a sealed instrument.

                                                 B/E AEROSPACE, INC.


                                                 By: _____________________
                                                     Name:
                                                     Title:

Dated:  As of  ______________________