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                                                                    Exhibit 10.1


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         This Amended and Restated Employment Agreement (the "Agreement") is
entered into as of December 31, 2000, between Kellstrom Industries, Inc., a
Delaware corporation, having its principal place of business at 3701 Flamingo
Road, Miramar, FL 33127 (the "Company"), and Fred von Husen, an individual
residing at 2770 N.E. 15 St., #202, Ft. Lauderdale, FL 33304 (the "Employee").

                                    RECITALS

         The Employee and the Company are parties to that certain Employment
Agreement entered into in October, 1996 (the "Prior Employment Agreement"),
pursuant to which the Employee is employed by the Company as its Executive Vice
President. The Company desires to provide for the continued employment of the
Employee by the Company and the Employee desires to continue such employment, on
the terms and conditions set forth herein.

                               TERMS OF AGREEMENT

         In consideration of the above recitals and the mutual promises herein
contained, the Company and the Employee hereby agree as follows:

         1. DEFINITIONS.

         (a)      The "Base Company Bonus" shall mean $125,000.

         (b)      The "Board" shall mean the Board of Directors of the Company.

         (c)      "Change of Control" shall mean (i) any transaction that has
the result that shareholders of the Company immediately before such transaction
cease to own at least 51% of (x) the voting stock of the Company or (y) of any
entity that results from the participation of the Company in a reorganization,
liquidation or any other form of corporate transaction; (ii) a merger,
consolidation, reorganization, liquidation or dissolution in which the Company
does not survive; or (iii) a sale, lease, exchange or other disposition of all
or substantilly all the property and assets of the Company.

         (d)      The "Effective Date" shall mean December 31, 2000.

         (e)      The "Employment Period" shall mean the period commencing on
the Effective Date and continuing until the fifth year anniversary of the
Effective Date, unless earlier terminated in accordance with the terms of this
Agreement. If not earlier terminated, and in the event the Company wishes to
extend this Agreement beyond the fifth year of the Period, this

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Agreement shall be extended at the Company's option on a month-to-month basis
until such time as a new Agreement is executed.

         (f)      The "Executive Committee" shall mean the Executive Committee
of the Board of Directors of the Company.

         (g)      "GAAP" shall mean generally accepted accounting principles in
the United States as in effect from time to time.

         (h)      "Net Income" shall mean, with respect to any period, actual
net income for such period as determined by the Company in its sole discretion
in accordance with GAAP.

         2. EMPLOYMENT PERIOD. The Company hereby agrees to employ the Employee,
and the Employee hereby agrees to be employed by the Company, for the duration
of the Employment Period and pursuant to the other terms and conditions provided
herein. This Agreement shall terminate at the end of the Employment Period,
unless earlier terminated under Section 5 below.

         3. TERMS OF EMPLOYMENT.

         (a)      POSITION AND DUTIES. During the Employment Period the Employee
shall serve as Executive Vice President of the Company. The Employee shall
perform such duties as the Board or the Chief Executive Officer or other senior
officers of the Company shall from time to time determine. In the performance of
his duties, the Employee shall comply with the stated policies of the Company.

         (b)      LOCATION. The principal place of employment of the Employee
shall be the principal offices of the Company.

         (c)      COMPENSATION.

                  (1) BASE SALARY. The Employee's annual salary (the "Salary")
shall be a rate of no less than $280,000 per annum for the duration of the
Employee's employment hereunder. The Employee shall be considered for increases
in his Salary during the Employment Period in the sole discretion of the Board
(or the Executive Committee). The Salary shall be paid in regular intervals in
accordance with the Company's payroll practices.

                  (2) COMPANY BONUS. Subject to subsection (A) below, for each
calendar year during the Employment Period commencing with the year ending
December 31, 2001, at the end of which year the Employee is employed by the
Company, the Employee shall be eligible to be paid the Base Company Bonus,
pro-rated upward or downward, based on a plan determined annually by the Board
(or the Executive Committee), reliant upon Net Income, cash flow, or other
criteria. The actual sum may be more, less or none, based on the Board's
structure of the calculation of the plan.

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                          (A) For any calendar year regarding which the Employee
is entitled to a bonus under the foregoing provisions of this subsection (2) but
during which year the Employee did not work the entire calendar year, unless
otherwise provided herein, the Employee shall be entitled to a bonus equal to
the product of the bonus, as calculated under the foregoing provisions,
multiplied by a fraction, the numerator of which is the number of months during
such calendar year that the Employee was employed by the Company and the
denominator of which is twelve.

                  (3) WITHHOLDING, ETC. The payment of any Salary and bonus to
the Employee shall be subject to all applicable withholding and payroll taxes,
and such other deductions as may be required under the Company's employee
benefit plans.

         (d)      BENEFITS. In addition to the compensation payable to the
Employee as set forth in Section 3(c) above, during the Employment Period the
Employee shall be eligible for similar incentive, stock option grants, savings,
welfare (including without limitation medical and dental insurance) plans,
practices, policies and programs applicable on or after the Effective Date to
other employees of the Company as determined in the discretion of the Board (or
the Executive Committee).

         (e)      VACATION. During the Employment Period, the Employee shall be
entitled to paid vacation in accordance with the policies and practices
applicable on or after the Effective Date to other employees of the Company,
PROVIDED that the Employee shall be entitled to a minimum of twenty (20) paid
business days of vacation per full calendar year (pro rated if the Employee
serves for less than the full calendar year). Vacation accrued but unused at the
end of a calendar year may be carried over into the following calendar year or
years, PROVIDED that unused vacation days shall be accrued up to a maximum of
six weeks. All earned, unused and accrued vacation will be paid to the Employee
at the termination of this Agreement.

         (f)      HOLIDAYS & PERSONAL/SICK LEAVE. The Employee shall be entitled
to all holidays that are prescribed by the Company's policies and practices. The
Employee shall be entitled to six (6) days paid personal/sick leave per year
(pro rated if the Employee serves for less than the full calendar year).
Personal/sick days accrued but unused at the end of a calendar year may be
carried over into the following calendar year or years, PROVIDED that unused
personal/sick days shall be accrued up to a maximum of six (6) weeks, according
to current policy, which is subject to change at the sole discretion of the
Company. All earned and unused personal/sick days will not be paid to the
Employee at the termination of Employment, according to current policy, unless
required by prevailing wage and hour laws.

         (g)      AUTOMOBILE. While the Employee is actively employed with the
Company, the Company shall provide to the Employee an allowance for an
automobile, based on a plan determined annually by the Board (or the Executive
Committee) (see Attachment 1, current AUTOMOBILE BENEFIT) for use by the
Employee in connection with the performance of his duties hereunder.

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         (h)      EXPENSES. The Company shall pay or reimburse the Employee for
reasonable expenses incurred or paid by him during the Employment Period in the
performance of his services under this Agreement upon presentation of expense
statements or such other supporting information as may be required for other
employees of the Company in accordance with the Company's policy.

         (i)      PENSION PLAN. The Company shall contribute an amount equal to
5% of the Salary towards the accumulating investment plan/pension plan selected
and established by the Employee.

         4. EMPLOYEE'S OBLIGATIONS AND REPRESENTATIONS.

         (a)      During the Employment Period, and excluding any periods of
vacation and sick leave to which the Employee is entitled, the Employee agrees
to devote substantially all of his attention and time during normal business
hours to the business and affairs of the Company and to perform faithfully and
efficiently the responsibilities assigned to the Employee by the Company.

         (b)      The Employee represents and warrants to the Company that there
are no agreements or arrangements, whether written or oral, in effect which
would prevent the Employee from rendering the service required of him hereunder
to the Company during the Employment Period. The Employee further represents,
warrants and agrees with the Company that as of the Effective Date he has not
made and will not make during the Employment Period any commitment or do any act
in conflict with this Agreement, or take any action now or in the future that
might divert from the Company any opportunity which would be in the scope of any
then present business of the Company or any subsidiary thereof.

         5. TERMINATION.

         (a)      DEATH. This Agreement shall terminate automatically upon the
Employee's death. If the Employee's employment is terminated by reason of the
Employee's death, the Company shall have no further obligations to the
Employee's legal representatives under this Agreement, other than (i) those
obligations accrued, earned or vested by the Employee as of the date of his
death, (ii) that portion of any bonus determined pursuant to Section 3(c)(2) of
this Agreement in respect of a prior calendar year that had been deferred, which
amount shall be paid to the Employee's legal representatives as soon as
practicable, and (iii) with respect to the calendar year in which the Employee's
death occurs, in the event that a bonus would have been payable to the Employee
pursuant to Section 3(c)(2) of this Agreement in respect of such calendar year
had the Employee not died, the Employee's legal representatives shall be
entitled to receive a pro-rated amount of such bonus based on a fraction in
which the numerator is the number of days the Employee remained employed with
the Company in the calendar year in which the Employee died and the denominator
is 365, with such bonus payment to be paid in one cash lump sum paid as soon as
practicable following delivery of audited financial statements for the year in
which the Employee dies.

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         (b)      DISABILITY. If the Company determines in good faith that the
Employee has a "disability" (as defined below), it may give the Employee written
notice of its intention to terminate the Employee's employment. In such event,
the Employee's employment with the Company shall terminate effective on the 60th
day after receipt by the Employee of such notice. No such notice of termination
by reason of disability shall be given until the Employee has experienced a
period of three (3) consecutive months of disability and the disability is
continuing. The notice of termination shall not be effective if the Employee
returns to full-time performance of his duties prior to the expiration of the 60
day notice period. For purposes of this Agreement, "disability" shall mean a
physical or mental condition which, three (3) months after its commencement, is
determined by a physician selected by the Company to be a total and permanent
condition which substantially prevents the Employee from performing the services
to be provided by him hereunder. The Employee shall be entitled to all
compensation and benefits provided for under this Agreement during the three
month waiting period for the disability determination and during the 60 day
notice of termination period. In the event that the Company provides disability
benefits for the Employee, such benefits shall, (1) not commence until after the
employment of the Employee has been terminated (2) survive any termination of
this Agreement as prescribed by the Company's then current benefit plans and the
Company has ceased paying the Employee compensation pursuant to the foregoing
sentence. If the Employee's employment is terminated by reason of the Employee's
disability, this Agreement shall terminate without further obligations to the
Employee or the Employee's legal representatives under this Agreement, other
than (i) those obligations accrued, earned or vested by the Employee as of the
date of the termination, (ii) that portion of any bonus determined pursuant to
Section 3(c)(2) of this Agreement in respect of a prior calendar year that had
been deferred, which amount shall be paid to the Employee's legal
representatives as soon as practicable, and (iii) with respect to the calendar
year in which the Employee's employment is terminated, in the event that a bonus
would have been payable to the Employee pursuant to Section 3(c)(2) of this
Agreement in respect of such calendar year had the Employee's employment not
terminated, the Employee shall be entitled to a pro-rated amount of such bonus
based on a fraction in which the numerator is the number of days in the calendar
year in which the Employee was terminated that the Employee was employed with
the Company and which were prior to the period of the Employee's disability and
the denominator is 365, with such bonus payment to be paid in one cash lump sum
paid as soon as practicable following delivery of audited financial statements
for the year in which the Employee's employment is terminated.

         (c)      CAUSE. During the Employment Period, the Company may terminate
the Employee's employment for cause, as determined by the Board (or the
Executive Committee) and as defined below. For purposes of this Agreement,
"cause" shall mean:

                  (i) an act or acts of fraud, embezzlement or any other act by
the Employee that would constitute a felony under the laws of the State of
Florida;

                  (ii) repeated violations by the Employee of his obligations
under Section 4a of this Agreement or a breach by the Employee of his
representations or obligations under any of Sections 3(a), 4(b), 6, 7 or 8 of
this Agreement;

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                  (iii) the indictment of the Employee of a crime, if the
Company reasonably believes such indictment would impair the Employee's ability
to perform his services under this Agreement;

                  (iv) willful and gross misconduct by the Employee in the
performance of his duties hereunder;

                  (v) the commission by the Employee of an act (other than good
faith exercise of business judgment in the exercise of his responsibilities
pursuant to this Agreement) resulting in material damage to the Company; or

                  (vi) repeated gross harassment, malicious ridicule, or
malicious statements that repudiate the integrity or professional standing of
another Employee.

If the Employee's employment is terminated for cause, this Agreement shall
terminate without further obligations to the Employee under this Agreement,
other than those obligations accrued, earned or vested by the Employee as of the
date of the termination. The Employee shall not be entitled to any bonus in
respect of the year of termination in the event the Employee's employment is
terminated for cause pursuant to this Section 5(c).

         (d)      INVOLUNTARY TERMINATION. Notwithstanding anything herein to
the contrary, the Company shall have the right, at any time upon notice to the
Employee, to terminate the Employee's employment. If during the Employment
Period the Company terminates the Employee's employment other than for cause or
disability it shall be deemed to be an involuntary termination and the Company
shall pay to the Employee the following amounts:

                  (i) to the extent not theretofore paid, the Company shall pay
the Employee's Salary through the date of such involuntary termination and, when
calculated, the pro-rated bonus (if any) as set forth in Section 3(c)(2)(A)
above, in each case payable as and when such Salary and bonus (if any) would
otherwise have been paid to the Employee; and

                  (ii) the Company shall pay in one cash lump sum an amount
equal to four (4) months salary as severance pay; or, in the case of an
involuntary termination following the occurrence of a Change of Control, an
amount equal to twelve (12) months salary as severance pay. Payment to be made
to Employee within fifteen (15) days of the last day of active employment.

         (e)      VOLUNTARY TERMINATION. The Employee agrees to provide the
Company with thirty (30) days' written notice prior to voluntarily terminating
his employment. At the end of such 30-day period, this Agreement shall terminate
automatically and the Company shall have no further obligations to the Employee
under this Agreement, other than those obligations accrued, earned or vested by
the Employee as of the date of the termination. The Employee shall not be
entitled to any bonus in respect of the year of termination in the event the
Employee's employment is terminated pursuant to this Section 5(e).

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         (f)      GOOD REASON. During the Employment Period, the Employee may
terminate his employment for "good reason" as defined below. For purposes of
this Agreement, "good reason" shall mean:

                  (i) the assignment to the Employee of any duties inconsistent
in any respect with Employee's position, duties and responsibilities as set
forth in Section 3(a) of this Agreement or any action by the Company which
results in a diminution in such position, authority, duties or responsibilities,
excluding for this purpose any isolated, insubstantial and inadvertent action by
the Company which is not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Employee;

                  (ii) any failure by the Company to comply with any of the
provisions of Sections 3(c) through 3(h) of this Agreement regarding the
Employee's compensation, benefits, expenses, fringe benefits, vacation, holidays
and sick leave other than an isolated, insubstantial and inadvertent action by
the Company which is not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Employee;

                  (iii) the Company's requiring the Employee to be based at any
office or location other than that described in Section 3(b) of this Agreement,
except for travel reasonably required in the performance of the Employee's
responsibilities; or

                  (iv) any failure by the Company to comply with and satisfy
Section 10 of this Agreement with respect to successors.

In the event that the Employee terminates his employment for good reason as
defined in this Section 5(f), it shall be deemed to be an "involuntary
termination" as set forth in Section 5(d) above and the Employee shall be
entitled to all payments and obligations set forth in Sections 5(d)(i) and
5(d)(ii) of this Agreement as if the Employee's employment had been
involuntarily terminated.

         6.       CONFIDENTIALITY.

                  (a) ACKNOWLEDGMENT AND PURPOSES. The Employee acknowledges
that during the Employment Period he will learn, develop and have access to
Confidential Information relating to the business and affairs of the Company and
its affiliates. As used in this Agreement, "Confidential Information" shall mean
any and all trade secrets and other confidential information concerning the
Company and/or its affiliates including, without limitation, information
regarding the operations, future plans, projected and historical sales,
marketing, costs, production, growth and distribution, customer lists, customer
information, information relating to governmental relations and information
relating to products or services of such companies, in each case whether
patentable or not.

         The Company is engaged in a highly competitive business; its
competitive position depends in great measure upon the ability to develop or
acquire and maintain the confidentiality of Confidential Information; and it may
have expended and is likely to continue to expend

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considerable efforts and resources in the development or acquisition of
Confidential Information. Based upon the foregoing, the Employee recognizes that
the unauthorized disclosure of Confidential Information in violation of the
terms hereof is likely to result in serious and irrevocable harm to the Company.

                  (b) RESTRICTIONS ON THE USE OF CONFIDENTIAL INFORMATION. The
Employee agrees and covenants as follows:

                           (i) All documents and other materials made or
compiled by or made available to the Employee prior to the date hereof or at any
time hereafter, including during the Employment Period, by the Company or any of
its affiliates and any copies thereof, whether or not containing Confidential
Information, are and shall be the property of the Company or its affiliates and
shall, at the request of the Company or its affiliates, be delivered to the
Company by the Employee immediately upon the conclusion of his engagement as an
employee. Except as required in connection with the services to be performed
hereunder, the Employee agrees not to remove from the premises of the Company or
any of its affiliates, without permission, any papers or drawings belonging to
the Company or its affiliates, including those prepared or worked on by him. The
Employee will treat as trade secrets all Confidential Information acquired by
him prior to the date hereof or at any time hereafter, including during the
Employment Period, and shall not at any time use any Confidential Information
for his own benefit nor disclose it or any part of it to any other person, firm
or corporation not connected with the Company or its affiliates (a) without the
prior written consent of the Company, or (b) unless such disclosure is required
by law or in response to a legal order or (c) unless such Confidential
Information has become generally available to the public other than through the
breach by the Employee of the terms hereof.

                           (ii) All ideas, reports, and other creative works
conceived by the Employee during the Employment Period and relating to
Confidential Information, shall be disclosed to the Company and shall be the
sole property of the Company.

         7.       NON-COMPETITION. The Employee agrees that during the
Non-Compete Period (as defined below) he will not, within the continental United
States, or any other country in which the Company has operations, directly or
indirectly, engage or participate or make any financial investments in or become
employed by or render advisory or other services to or for any person, firm or
corporation, or in connection with any business activity which directly or
indirectly is in competition with any of the business operations or activities
of the Company or any of its affiliates as of the date of termination of his
employment, whether such companies are presently existing or hereafter acquired.
Nothing herein contained, however, shall restrict the Employee from making any
investments in any company (but without otherwise participating in the
activities of such company) whose stock is listed on a national securities
exchange or actively traded in the over-the-counter market, as long as such
investment does not give him the right to control or influence the policy
decisions of any such business or enterprise which is or might be directly or
indirectly in competition with any of such business operations or activities of
the Company or its affiliates. For purposes of this Section, the Non-Compete
Period shall mean the period beginning on the date hereof and ending:

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                  (i) If the Company shall terminate the Employee's employment
with the Company "for cause" under Section 5(c) of this Agreement or the
Employee shall voluntarily terminate his employment with the Company other than
for "good reason" pursuant to Section 5(f) of this Agreement, two (2) years
following the last day on which the Employee is actively employed by the
Company; or

                  (ii) If the Company shall terminate the Employee's employment
with the Company other than "for cause" under Section 5(c) of this Agreement or
the Employee shall involuntarily terminate his employment with the Company for
"good reason" pursuant to Section 5(f) of this Agreement, four (4) months (or,
if any such termination of the Employee's employment with the Company occurs
following a "Change of Control" of the Company, one (1) year) following the last
day on which the Employee is actively employed by the Company; provided,
however, that the Company shall have the right exercisable by delivery of
written notice to the Employee at least thirty (30) days prior to the date on
which such Non-Compete Period would otherwise have ended to extend such period
for up to an additional eight (8) months (unless such termination of the
Employee's employment with the Company occurs following a "Change of Control" of
the Company) by agreeing to pay the Employee an amount equal to one twelfth of
the Employee's Base Salary in effect on the last day of the Employee's
employment by the Company for each month by which the Company desires to extend
such period.

         8.       RESTRICTION ON SOLICITATION. The Employee will observe the
following restrictions for a period of two (2) years from the termination of
Employment for any reason:

                  (i) directly or indirectly solicit, raid, entice or induce any
employee of the Company or any of its affiliates to become an employee of any
person, firm or corporation which is, directly or indirectly, in competition
with the business or activities of the Company or any of its affiliates; or

                  (ii) directly or indirectly approach any such employee for
these purposes; or

                  (iii) authorize or knowingly approve the taking of such
actions by other persons on behalf of any such person, firm or corporation, or
assist any such person, firm or corporation in taking such action; or

                  (iv) directly or indirectly solicit, raid, entice or induce
any person, firm or corporation who or which on the date hereof is, or at the
time during his employment with the Company or any of its affiliates shall be, a
customer of the Company or any of its affiliates, to become a customer for the
same or similar products which it purchased from the Company or any of its
affiliates, of any other person, firm or corporation, and the Employee shall not
approach any such customer for such purpose or authorize or knowingly approve
the taking of such actions by any other person.

         9.       REMEDIES. The Employee hereby acknowledges that in the event
of a breach by him of the provisions of Sections 6, 7 or 8 of this Agreement,
the Company would suffer irreparable harm for which there would be no adequate
remedy at law. Accordingly, the

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Employee agrees that in such event, in addition to any other remedies which the
Company may have in law or in equity for money damages or other relief, the
Company shall be entitled to temporary and/or injunctive relief to enforce the
provisions hereof. In addition, the parties hereto agree and acknowledge if any
provision of Section 6, 7 or 8 as applied to any party or to any circumstance is
adjudged by a court to be invalid or unenforceable, the same shall in no way
affect any other circumstance or the validity or enforceability of any other
provision of this Agreement. If any such provision, or any part thereof, is held
to be unenforceable because of the duration of such provision or the area
covered thereby, the parties agree that the court making such determination
shall have the power to reduce the duration and/or area of such provision,
and/or to delete specific words or phrases, and in its reduced form, such
provision shall then be enforceable and shall be enforced.

         10.      SUCCESSORS. This Agreement is personal to the Employee and
without the prior written consent of the Company shall not be assignable by the
Employee. The Company may assign its rights and obligations hereunder, provided
that the Company will require the assignee to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such assignment had taken place.

         11.      BINDING ARBITRATION. In the event that the Company and the
Employee cannot agree on an interpretation of any provision of this Agreement,
or in the event that either of the parties fails to make any payments or
otherwise fulfill any obligations required by the terms of this Agreement, the
Company and the Employee agree to resolve any such dispute through arbitration
in Broward County, Florida, under the then-current rules of the American
Arbitration Association in the State of Florida. For the purposes of confirming
any such award and entering judgment thereon, each party hereby submits to the
exclusive jurisdiction and venue of the State and Federal courts located in
Broward County, Florida. In the event the Employee prevails in an arbitration
with the Company, any legal fees, expenses or other costs incurred by the
Employee in connection with such arbitration shall be borne by the Company.

         12.      MISCELLANEOUS.

                  (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. Each party to this Agreement
hereby irrevocably (a) accepts and consents to the exclusive personal
jurisdiction of the courts of Broward County, Florida or in the U.S. District
Court for the Southern District of Florida for the purpose of any suit, action
or proceeding against the Employee, the Company, Kellstrom or any affiliate of
Kellstrom arising out of, or relating in any way to, this Agreement or the
Company's employment of the Employee, (b) waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of venue of any such suit, action or proceeding or any judgment entered by any
court in respect thereof brought in such courts and (c) waives any claim that
any suit, action or proceedings brought in such courts has been brought in an
inconvenient forum. Each party further agrees that service of process, summons,
notice or document by U.S. registered mail in accordance with this Agreement
shall be effective service of process for any action, suit or proceeding brought
against a party in any such court.

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                  (b) The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

                  (c) All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been given if sent by
facsimile transmission, delivered by overnight or other carrier service, or
mailed, certified first class mail, postage prepaid, return receipt requested,
to the parties hereto at the following addresses:

         If to the Company, to:

         Kellstrom Industries, Inc.
         3701 Flamingo Road
         Miramar, FL  33127
         Attn:  Chief Executive Officer
         Telecopier:  (954) 858-2449

         If to the Employee, to:

         Fred von Husen
         2770 N.E. 15 St., #202
         Ft. Lauderdale, FL  33304

or to such other address as either party shall have furnished to the other in
accordance herewith.

                  (d) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                  (e) A party's failure to insist upon strict compliance with
any provision hereof shall not be deemed to be a waiver of such provision or any
other provision thereof.

                  (f) This Agreement embodies the entire agreement between the
Company and the Employee and supersedes all prior agreements and understandings
(including, without limitation, the Prior Employment Agreement), oral or
written, with respect to the subject matter hereof.

                  (g) This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which, together, shall constitute
one and the same instrument.

                         [signatures on following page]



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

                                   KELLSTROM INDUSTRIES, INC.

                                   By:
                                       -----------------------------------------
                                   Name:  Zivi R. Nedivi
                                   Title:  President and Chief Executive Officer


                                   EMPLOYEE


                                   ---------------------------------------------
                                   Fred von Husen

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                                                                    ATTACHMENT 1


                            EVP - AUTOMOBILE BENEFIT


The Company's current Automobile Benefit plan, as determined by the Board (or
the Executive Committee) provides for the following in connection with the
performance of the Employee's duties:

     o   An automobile allowance, thru payroll, in the amount of $575.00
         semi-monthly ($13,800.00 annualized), to cover the automobile lease or
         purchase and insurance;

     o   Reimbursement for fuel, yearly registration fees and routine
         maintenance (e.g., oil changes, tire rotations and other scheduled
         service items) thru an Expense Report and;


     o   A $3,000.00 maximum reimbursement ($1,000.00 maximum per year of lease
         or purchase), thru payroll, for documented "up-front fees" (e.g.,
         security deposits, taxes, dealer preparation, etc.)

The Employee, NOT THE COMPANY, will be responsible for:

     o   Major repairs or maintenance;


     o   Tolls, unless incurred as a result of a business trip exceeding the
         Employee's "regular" roundtrip work commute and;


     o   Any "termination fees" (e.g., excess mileage costs, unreasonable wear
         and tear, disposition fees, etc.)

This benefit ceases upon termination of active employment. It is subject to
change annually and is in the sole discretion of the Board (or the Executive
Committee).


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Fred von Husen


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Date

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