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1.      PROPOSED SERVICES

        1.1.   Helix Management Company II, L.L.C. ("Helix") will act as the
               exclusive mergers & acquisitions and principal financial advisor
               to Kellstrom Industries, Inc. (the "Company") and will assist the
               Company in analyzing, structuring, negotiating, and effecting the
               Transactions, including the Proposed Transactions (as described
               in section 1.3) on the terms and conditions of this Agreement,
               below. In parallel with services relating to the Proposed
               Transactions, Helix will assist and consult with the Company on
               strategic financial and operational issues and tactical
               implementation of concepts relating to the growth of the Company.

        1.2.   Helix will assign its Managing Partner, Yoav Stern, to serve on
               the Company's board of directors as Co-Chairman and member of the
               executive committee of the board. Mr. Stern will devote a
               substantial amount of his time, as needed from time to time, to
               participate in meetings, lead strategic planning sessions,
               initiate and help in recruiting key personnel and advise
               management on operational issues in growth and/or turn around
               situations. Mr. Stern will not receive any fees in addition to
               the compensation described in section 2.3 herein.

        1.3.   PROPOSED TRANSACTION(S):

               1.3.1. M&A TRANSACTION: As used herein, the term "Transaction"
                      shall mean any transaction or series of transactions other
                      than the purchase or sale of assets in the ordinary course
                      of the Company's business, whereby, directly or
                      indirectly, the Company or any of its businesses, assets
                      or properties acquires, is acquired by or is merged with
                      another entity, or any other similar business transaction
                      or arrangement between the Company and a third party,
                      including without limitation, a merger, combination or
                      consolidation, regardless of the accounting or tax
                      treatment of such transaction.

               1.3.2. OTHER TRANSACTIONS: As used herein, the term "Transaction"
                      shall also mean any transaction or series of transactions
                      other than senior debt financing transactions arranged by
                      the Company's management in the ordinary course of
                      business, whereby, directly or indirectly, the Company or
                      any of its businesses receives additional capital, debt
                      financing or markets additional equity other than through
                      a public offering. With regard to transactions described
                      in this section 1.3.2, the Company's obligation to retain
                      Helix is subject and subordinate to existing agreements
                      with investment banking firms relating to private debt or
                      equity financing. Moreover, the Company retains the right
                      to engage an investment banking firm to



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                      assist it in arranging any such Transaction, provided that
                      the Company will notify Helix in writing 60 days in
                      advance regarding a proposed engagement with any
                      investment banking firm. No fee will be payable to Helix
                      as per section 2.3 with regards to any Transaction
                      arranged by any such investment banking firm.

        1.4.   OTHER ACTIVITIES: Helix will undertake certain activities on the
               Company's behalf, including, if appropriate, the following:

               1.4.1. Assisting the Company in its determination of appropriate
                      values to be realized in Transactions;

               1.4.2. Advising the Company in the negotiations as to the form
                      and structure of Transactions;

               1.4.3. Advising and assisting the Company's management in making
                      presentations to the Company's Board of Directors about
                      Transactions;

               1.4.4. In addition to advising on any Transactions, rendering
                      such other financial advisory and merchant banking
                      services as may from time to time be agreed in writing
                      between Helix and the Company.

2. FURTHER AGREEMENT TERMS

        2.1.   TRANSACTION TIMING. A Transaction shall be deemed to have
               occurred when Consideration Paid for a Transaction, having been
               received by the Company or the Company's shareholders, or in the
               event of a merger, acquisition, purchase by the Company,
               Consideration Paid has been sent to the receiving party, provided
               that if, Consideration Paid shall be paid in installments, the
               full amount will be construed to have been received on the
               receipt of the first installment exchanged between parties to a
               Transaction.

        2.2.   LIMITATION AND EXCLUSIVITY. To the extent that this agreement
               created an exclusive relationship with Helix in cases of
               Transactions described in section 1.3.2, and in all cases of
               Transactions described in section 1.3.1, the Company agrees that
               as of the date hereof, Helix shall be the exclusive advisor to
               the Company and the Company shall not enter into any agreement
               relating to a Transaction during the term of this Agreement
               without the participation of Helix. If the Company consummates a
               Transaction during the term of this Agreement (or for a period of
               one year thereafter as described below) without Helix's
               participation, the Company agrees that it, and its successors and
               assigns, shall nevertheless be

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               obligated to provide or cause to be provided to Helix, the
               compensation provided herein in paragraph 2.3.

        2.3.   COMPENSATION. The Company will compensate Helix in the form of a
               retainer, success fees and reimbursement of its reasonable
               expenses as described below. Fees will be paid directly to Helix,
               or to another entity as assigned from time to time by Helix.

               2.3.1. RETAINER: The Company will pay Helix a monthly retainer in
                      the amount of $25,000 for a minimum period of 18 months
                      and thereafter for the length of this Agreement (see
                      Termination in paragraph 2.8)

               2.3.2. CONSIDERATION PAID: For the purpose of this Agreement,
                      Consideration Paid is defined as:

                      2.3.2.1. In the event of a sale by the Company of newly
                               issued securities, the amount of cash invested in
                               the Company;

                      2.3.2.2. In the event of a sale, merger or acquisition of
                               the Company or the Company's assets, the cash
                               consideration plus the market value of non-cash
                               consideration, plus the amount of debt and other
                               interest bearing obligations assumed, refinanced
                               by the acquiror, or retired, or defeased, in
                               connection with the Transaction;

                      2.3.2.3. In the event of a purchase, merger or acquisition
                               Transaction by the Company, the purchase price of
                               the equity paid plus the amount of debt and other
                               interest bearing Obligations assumed or
                               refinanced by the Company, less any cash retained
                               by the Company upon successful completion of the
                               Transaction.

                      2.3.2.4. The fair market value of any non-cash
                               consideration delivered in a Transaction will be
                               the value agreed upon by the Company and Helix
                               prior to the consummation of the Transaction.

               2.3.3. SUCCESS FEES:

                      2.3.3.1. For an M&A Transaction as defined in section
                               1.3.1 the

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                               Company shall pay Helix a success fee upon
                               closing of each Transaction. Success fees for any
                               Transaction as defined above, will be determined
                               by mutual consent by Helix and the Company based
                               on market conditions and on a per Transaction
                               basis, but in any case will be no less than 2% of
                               the Consideration Paid transferred to or
                               transferred from the Company or the Company's
                               shareholders. Success fees shall be due and
                               payable if the Company completes a Proposed
                               Transaction during the term of this Agreement and
                               within one year of the termination of this
                               Agreement with a party introduced by or that was
                               in contact with Helix within the term of this
                               Agreement. This success fee will be paid in cash,
                               or in other negotiable securities and financial
                               instruments as specifically agreed in writing by
                               Helix and the Company.

                      2.3.3.2. For any other Transaction as defined in section
                               1.3.2, the Company and Helix will reach and
                               agreement on a success fee for each specific
                               Transaction if and when the Company instructs
                               Helix to proceed with preparation for a specific
                               Transaction.

               2.3.4. EXPENSES: The Company shall reimburse Helix, upon Helix's
                      request and regardless of whether the Company consummates
                      any Transactions, for its reasonable and actual out of
                      pocket expenses incurred by it in connection with this
                      Agreement. In on event, however, shall the Company be
                      liable to Helix for out-of-pocket expenses in excess of
                      $10,000 per month without the prior approval of the
                      Company.

               2.3.5. LIFE INSURANCE: The Company shall obtain and maintain a
                      life insurance policy on the life of Mr. Stern in the
                      amount of $3,000,000 with a variable annuity feature
                      mutually acceptable to Mr. Stern and the Company. The
                      Company will pay the premium on such policy for the entire
                      period commencing on the effective date of this agreement
                      and ending on the seventh anniversary of the date hereof
                      (the "Policy Period"). Until January 1, 1999, the Company
                      shall own, and shall have the right to designate the
                      beneficiary under, such insurance policy. Mr. Stern shall
                      have the option of causing the Company to transfer the
                      ownership of the policy (and the right to designate the
                      beneficiary thereunder) to Mr. Stern at no cost to Mr.
                      Stern after January 1, 1999 (but the Company will continue
                      to pay

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                      the premium on such policy for the entire Policy Period).
                      If Mr. Stern does not exercise his option to transfer
                      ownership of the policy, upon the termination of the
                      Policy Period, the Company shall transfer the policy to
                      Mr. Stern at no cost to Mr. Stern. In the event that this
                      agreement is terminated (other than as a result of a
                      breach by Helix of the terms of this agreement) prior to
                      that time, the Company will transfer ownership of the
                      policy to Mr. Stern and pay Mr. Stern a lump sum payment
                      equal to the unpaid premium remaining through the end of
                      the Policy Period. Such lump sum payment shall include an
                      amount sufficient to compensate Mr. Stern for any Federal,
                      state or local income taxes associated with the receipt of
                      such payment.

        2.4.   INFORMATION & RELIANCE: In connection with Helix's engagement,
               the Company will furnish Helix with all information concerning
               the Company which Helix and the Company deem appropriate and will
               provide Helix with access to the Company's officers, directors,
               accountants and counsel. It is understood that Helix will rely on
               the accuracy and completeness of such information supplied by the
               Company, its officers and agents, or available from generally
               recognized public sources, without any independent investigation
               or verification thereof.

        2.5.   CONFIDENTIALITY. Any advice, data, materials, contacts or other
               information provided by Helix, its affiliates or subsidiaries to
               the Company under this Agreement, including the existence of this
               Agreement, shall not be disclosed to third parties other than
               attorneys, representatives and affiliates controlled by the
               Company, except to the extent such disclosure is in the opinion
               of counsel, required by law or legal process, without prior
               written approval by Helix, it being understood that a copy of
               this Agreement must be filed with the Securities and Exchange
               Commission and its terms be described in Company's public
               filings. All non-public information given to Helix by the Company
               will, likewise, be treated by Helix as confidential.

        2.6.   INDEMNIFICATION. The Company agrees to indemnify and hold Helix
               harmless from and against any and all losses, claims, damages and
               liabilities (or actions including security holder actions in
               respect thereof) related to or arising out of Helix's engagement
               hereunder or its role in connection herewith, and will reimburse
               Helix for all reasonable expenses (including reasonable counsel
               fees and expenses) as they are incurred by Helix in connection
               with investigating, preparing for or defending any such action or
               claim, whether or not in connection with pending or threatened
               litigation in which Helix is a party and whether or not initiated
               by or on behalf of the Company. The Company will not, however, be
               responsible for any claims, liabilities, losses, damages or
               expenses which have resulted from

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               the bad faith or gross negligence of Helix. The Company also
               agrees that Helix shall not have any liability to the Company for
               or in connection with Helix's engagement, except for liability
               for losses, claims, damages, liabilities or expenses incurred by
               the Company that result from the bad faith or gross negligence of
               Helix.

               2.6.1. In the event that the foregoing indemnity is unavailable,
                      then the Company shall contribute to amounts paid or
                      payable by Helix in respect of its losses, claims, damages
                      and liabilities:

                      2.6.1.1. in such proportion as appropriately reflects the
                               relative benefits received by, the Company and
                               Helix in connection with the matters as to which
                               such losses, claims, damages or liabilities
                               relate, or

                      2.6.1.2. if (but only if) the allocation provided for in
                               2.6.1.1 is for any reason held to unenforceable,
                               in such proportion as is appropriate to reflect
                               not only the relative benefits referred to in
                               2.6.1.1 but also the relative fault of the
                               Company and Helix, as well as any other relevant
                               equitable considerations;

                      2.6.1.3. provided, however, that in no event shall the
                               amount to be contributed by Helix exceed the
                               amount of the fee actually received by Helix. The
                               foregoing shall be in addition to any rights that
                               Helix may have at common law or otherwise and
                               shall extend upon the same terms to and inure to
                               the benefit of Helix and its affiliates and their
                               respective directors, officers, employees, agents
                               or controlling persons of Helix.

                      2.6.1.4. The Company agrees that, without Helix's prior
                               written consent, it will not settle, compromise
                               or consent to the entry of any judgment in any
                               pending or threatened claim, action, or
                               proceeding in respect of which indemnification
                               could be sought under the indemnification
                               provisions of this Agreement (whether or not
                               Helix or any other party is an actual or
                               potential party to such claim, action or
                               proceeding), unless such settlement, compromise
                               or consent includes an unconditional release of
                               each indemnified party from all liability arising
                               out of such claim, action or proceeding.

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        2.7.   LIMITED COMMITMENT. It is understood that Helix makes no
               commitment to raise capital and/or effect any of the Proposed
               Transactions. In addition, the Company has the right not to
               accept any or all offers with respect to the Proposed
               Transactions.

        2.8.   TERM AND TERMINATION. This Agreement shall have an initial term
               of 18 months from January 1, 1997, and will be renewed
               automatically thereafter for additional 12 month-terms every 12
               months, unless terminated by written notice at least 90 days
               prior to the last day of the initial term or any extensions
               thereof, by any party. Notwithstanding the foregoing, the
               provisions of paragraphs 2.3, 2.5, 2.6 and 2.8 will survive any
               termination.

        2.9.   GOVERNING LAW. This Agreement shall be governed by and construed
               in accordance with the laws of the State of Florida and the
               federal laws of the United States of America applicable therein.
               Any controversy or claim arising out of or relating to this
               letter agreement shall be settled by arbitration in accordance
               with the rules of the American Arbitration Association, and
               judgment upon an award arising in connection therewith may be
               entered in any court of competent jurisdiction.

        2.10.  SURVIVAL. In the event that any provision herein is determined to
               be unenforceable under the current law at the time of execution
               of this letter Agreement, or unenforceable under a law that may
               supersede that law in place at the time of execution, all other
               provisions and the intent of this Agreement shall survive such
               findings.

        2.11.  INDEPENDENT CONTRACTOR. The Company acknowledges and agrees that
               Helix has been retained solely as a M&A and financial advisor to
               the Company. In such capacity, Helix shall act as an independent
               contractor, and any duties arising out of its engagement pursuant
               to this Agreement shall be owed solely to the Company.

        2.12.  WAIVER OF RIGHTS. No provision of this Agreement may be modified,
               waived or discharged unless such waiver, modification or
               discharge is agreed to in writing by the party against whom the
               same is sought to be enforced and no failure by either party to
               enforce any of its rights hereunder shall, except as aforesaid,
               be deemed to be a waiver of such right. No waiver by either party
               hereto at any time of any breach by the other party hereto of, or
               compliance with, any provision of this Agreement to be performed
               by such other party shall be deemed to be a waiver of a similar
               or dissimilar provision hereof at the same or any prior or
               subsequent time.

        2.13.  NOTICES. Any notice required or permitted to be given under this

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               Agreement shall be in writing and shall be properly given if
               delivered personally, mailed prepaid registered mail, overnight
               courier, or sent by telecopy (as long as the telecopy is followed
               by a hard copy) addressed as follows:

               IN THE CASE OF HELIX:

               Yoav Stern
               Helix Management Company II, L.L.C.
               98 Battery Street
               Suite 600
               San Francisco, CA  94104
               Tel:  (415) 956-9950 Fax:  (415) 956-9951

               IN THE CASE OF THE COMPANY:

               John Gleason
               Chief Financial Officer
               14000 NW 4th St.
               Sunrise, Florida 33325
               Tel:  (954) 845-0427 Fax:  (954) 845-0428

               or to such other address as the parties shall from time to time
               specify by notice given in accordance herewith. Any notice so
               given shall be conclusively deemed to have been given or made on
               the day of delivery, if delivered, if mailed by registered mail,
               upon the date shown on the postal return receipt as the date upon
               which the envelope containing such notice was actually received
               by the addressee, if delivered by overnight courier, two (2) days
               after deposit with the overnight courier, and if by telecopy,
               upon transmission thereof, as long as the telecopy is followed by
               delivery of a hard copy.

        2.14.  ENTIRE AGREEMENT. This mutually signed Agreement, attached
               Exhibits and any properly executed and signed Amendments,
               constitutes the entire agreement between the parties with respect
               to the engagement of Helix contemplated hereby and cancels and
               supersedes all prior undertakings and agreements between the
               parties with respect thereto and no agreements or
               representations, oral or otherwise, express or implied, with
               respect to the subject matter hereof have been made by either
               party which are not expressly set forth in this Agreement.

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3. MISCELLANEOUS. Each of the parties represents that it is duly authorized to
   execute this Agreement. This Agreement may be executed in any number of
   counterparts, each of which shall be deemed to be an original and all of
   which together shall be deemed to be the same agreement.

   If you are in agreement with the foregoing, please execute a copy in the
   space provided below and return it to Helix Management Company II, L.L.C.

Regards,

Helix Management Company II, L.L.C.

FOR HELIX MANAGEMENT COMPANY II, L.L.C.

By: /s/ Yoav Stern
   -------------------------------------------
NAME:   YOAV STERN
TITLE:  Principle

Accepted this 28th day of March, 1997

FOR KELLSTROM INDUSTRIES INC.

By: /s/ John Gleason
   -------------------------------------------
NAME:   JOHN GLEASON
TITLE:  CHIEF FINANCIAL OFFICER



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