<PAGE>


                              EMPLOYMENT AGREEMENT

         This  Employment  Agreement  is entered  into as of October  25,  1996,
between Kellstrom Industries, Inc., a Delaware corporation, having its principal
place of business at Sawgrass  International  Corporate  Park,  14000  Northwest
Fourth Street,  Sunrise,  Florida 33325 (the "Company"),  and Fred von Husen, an
individual residing at 1317 Still Creek Place,  Danville,  California 94506 (the
"Employee").

                              W I T N E S S E T H:

         WHEREAS,  the  Company  desires to provide  for the  employment  of the
Employee,  and the Employee desires to accept such employment,  on the terms and
conditions set forth herein;

         NOW,  THEREFORE,   in  consideration  of  the  mutual  promises  herein
contained, the Company and the Employee hereby agree as follows:

         1.       Definitions.

         (a)    The "Agreement" shall mean this Employment Agreement between the
Company and the Employee.

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

         (c)     The "Company" shall mean Kellstrom Industries, Inc., a Delaware
corporation.

         (d) "Dependents" shall mean the Employee's spouse and children, if any.

         (e) A "Change of Control" shall mean (i) any  transaction  that has the
result that  stockholders  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 substantially all the property and assets of the Company.

         (f) The  "Effective  Date" shall mean  December 31, 1996, or such other
date as shall  coincide with the Closing Date of the  acquisition by the Company
of  substantially  all of the assets of  International  Aircraft  Support,  L.P.
(the"Acquisition").

         (g) The  "Employment  Period"  shall mean the period  commencing on the
Effective Date and ending on the fifth anniversary of the Effective Date.

         (h)      The "Employee" shall mean Fred von Husen.



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

         (j)  The  "Health  Insurance"  shall  mean  health  insurance  benefits
comparable to the other contract employees of the Company.

         (k) The "Salary" shall mean the amount set forth in Section  3(b)(i) of
the Agreement.

         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  terminated prior to the end of the Employment Period by virtue of one of
the provisions of Section 5 of this Agreement.

         3.       Terms of Employment.

         (a)   Position and Duties.  During the Employment Period the Employee's
position shall be the Executive Vice President.

         (b)      Compensation.

                  (i) Base Salary.  As of the  Effective  Date,  the  Employee's
annual salary (the "Salary") shall be $190,000,  payable twice monthly,  for the
duration of the Employment Period.  During the Employment Period, the Employee's
Salary may be reviewed  and  changed;  however,  the  Company  shall not pay the
Employee a Salary  less than such  amount  during  the  Employment  Period.  Any
increase in the Salary  shall not serve to limit or reduce any other  obligation
of the Company under the Agreement.

                  (ii) Annual Company Bonus.  For each calendar year  commencing
with the year ending  December  31,  1997,  at the end of which the  Employee is
employed by the Company:

                  (A) if the Company has Net Income (as hereinafter defined) for
such year of an amount equal to the Company's  target net income before taxes as
determined solely by the Board (or the Executive  Committee of the Board, if one
exists) for such year (the "Target"),  the Employee shall be entitled to a bonus
in the amount equal to $90,000.

                  (B) if the  Company has Net Income for such year more than the
Target and less than 150% of the  Target,  the  Employee  shall be entitled to a
bonus as calculated below:

                  B = $90,000 + $90,000 x (NI - T)
                                           _______
                                              T


                                       -2-



 
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                  where:

                  B = the bonus earned in such year.

                  T = the Target for such year.

                  NI = the  actual Net  Income of the  Company  for such year as
determined in accordance with GAAP.

                  (C) if the Company has Net Income for such year of 150% of the
Target or more, the Employee shall be entitled to a bonus of $135,000.

                  (D) if the  Company  has Net Income for such year of less than
50% of the Target, the Employee shall not be entitled to a bonus.

                  (E) if the  Company  has Net  Income for such year of at least
50% of the Target but less than the Target,  the Employee shall be entitled to a
bonus as calculated below:

                  B = $90,000 - ($90,000 x 2 x (T - NI)
                                                _______
                                                   T

                  where:

                  B = the bonus earned in such year.

                  T = the Target for such year.

                  NI = the  actual Net  Income of the  Company  for such year as
determined in accordance with GAAP.

                  (iii)  Signing  Bonus.  The  Employee  shall be paid a $30,000
signing bonus  immediately  following the Effective Date, such amount shall also
compensate  Employee for any moving  expenses that may ultimately be incurred by
Employee.

                  (iv) Stock Options. As soon as practicable,  the Company shall
issue to the Employee  options to purchase 30,000 shares of the Company's common
stock,  such  options  to be  exercisable  at a price  equal to 100% of the fair
market  value of the common  stock of the  Company at the time such  options are
granted,  shall vest with the Employee over three years,  and shall be forfeited
in the event the  Acquisition of IASI does not occur in accordance  with Section
14. hereof.

         (c) Benefits.  In addition to the compensation  payable to the Employee
as set forth in Section 3(b) above,  during the  Employment  Period the Employee
shall be eligible for the following:

                                       -3-



 
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<PAGE>



                  (i)  Health  Insurance.   The  Company  shall  provide  Health
Insurance for the Employee and his Dependents which shall be effective as of the
effective  date of employment  hereunder and shall  continue for the  Employment
Period.  The  Employee  shall  be  solely  responsible  for all  deductible  and
co-payment  amounts due according to the Health  Insurance.  Upon termination of
this Agreement,  all payments under this Section 3(c)(i) shall cease,  provided,
however,  that the Employee  shall be entitled to payments for periods  prior to
the date of the termination and for which the Employee has not yet been paid.

                  (ii) Disability Insurance. The Company shall pay, or reimburse
the Employee for, disability insurance premiums up to a maximum annual amount of
$2,500.  The  Employee  shall be solely  responsible  for  obtaining  disability
insurance coverage.

                  (iii)  Pension Plan.  The Company  shall  contribute an amount
equal to 5% of the Salary towards the accumulating  life insurance  plan/pension
plan selected and established by the Employee.

                  (iv) Car.  During the  Employment  Period,  the Company  shall
furnish the Employee with an automobile  commensurate  with his position for use
by the Employee in connection with the performance of this duties hereunder, and
shall  also  pay or  reimburse  the  Employee  for all  expenses  of  insurance,
maintenance and operation of such automobile.

                  (v) Other Benefits. 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  contract  employees of the Company as
determined in the discretion of the Board (or the Executive Committee, if any).

         (d)  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  executives of the Company,
provided that the Employee shall be entitled to a minimum of twenty (20) days of
paid vacation per calendar  year. If during the  Employment  Period the Employee
serves for less than a full calendar year, the minimum twenty (20) days shall be
prorated  for the  period of the year in which  the  Employee  served.  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 four weeks.

         (e)  Holidays  and 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 5 days paid sick leave per year. Unused sick leave
days may not be carried over to the following calendar year or years.

                                       -4-



 
<PAGE>

<PAGE>



         4.       Employee's Obligations and Representations; Indemnity.

         (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  exclusive service to the Company during the
Employment Period,  including without limitation any obligations or restrictions
of the Employee to his prior employer. 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  that might  divert from the
Company  any  opportunity  which  would be in the scope of any present or future
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  those
obligations  accrued,  earned or vested  by the  Employee  as of the date of his
death. In addition,  the Employee's family shall be entitled to receive benefits
at  least  equal to the most  favorable  benefits  provided  by the  Company  to
surviving families of other contract employees of the Company based on the terms
of the benefit plans  referenced in Section 3(c) of this  Agreement as in effect
on the date of the Employee's death.

         (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 30th
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 two 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 30-day notice
period.  For purposes of this Agreement,  "disability"  shall mean a physical or
mental condition which, two months after its  commencement,  is determined to be
total and permanent by a physician  selected by the Company.  The Employee shall
be entitled to all compensation  and benefits  provided for under this Agreement
during the two-month waiting period for the disability  determination and during
the 30-day notice of termination  period. In the event that the Company provides
long-term disability benefits for the Employee, such benefits shall not

                                       -5-



 
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<PAGE>



commence until after the employment of the Employee has been  terminated 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 those obligations accrued,  earned or vested by the Employee as of the date
of the termination. In addition, the Employee and the Employee's family shall be
entitled to receive benefits,  including without limitation disability benefits,
at least equal to the most favorable  benefits  provided by the Company to other
contract  employees  of the  Company  based on the  terms of the  benefit  plans
referenced  in  Section  3(c) of this  Agreement  as in  effect  on the date the
Employee's disability commenced.

         (c) Voluntary  Termination.  The Employee agrees to provide the Company
with 15 days notice prior to voluntarily  terminating his employment (other than
for "good  reason" as defined in Section 5(f) below).  At the end of such 15-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(c).

         (d) Cause.  During the Employment Period, the Company may terminate the
Employee's  employment  for  "cause"  as  defined  below.  For  purposes  of the
Agreement, "cause" shall mean:

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

                  (ii) repeated  violations  by the Employee of his  obligations
under Section 4(a) of this Agreement  which are not remedied within a reasonable
period  of time  after  receipt  of  written  notice  from the  Company  of such
violations  or a breach by the Employee of his  representations  or  obligations
under Section 4(b) of this Agreement;

                  (iii) any direct or indirect  disclosure  of any  confidential
information  or other  special  knowledge  of the  finances,  business  or other
affairs of the Company; or

                  (iv) the  indictment  of the  Employee  of a crime,  where the
Company  reasonably  believes it would impair the Employee's  ability to perform
his services under this Agreement.

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

                                       -6-



 
<PAGE>

<PAGE>



in the event the Employee's employment is terminated for cause pursuant to this
Section 5(d).

         (e)  Involuntary  Termination.  If during  the  Employment  Period  the
Company terminates the Employee's employment other than for reasons set forth in
Sections  5 (a)  through  5(d)  above,  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 any
accrued bonus as determined by the Board;

                  (ii) the  Company  shall pay the  Employee on the date of such
involuntary  termination an amount equal to four months of the  Employee's  Base
Salary and an amount equal to twelve months of the Employee's Base Salary in the
event of Change of Control; and

                  (iii) the Company  shall pay in one cash lump sum any vacation
days accrued but unused as of the date of  termination to be paid within 30 days
of such involuntary termination.

         (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(b)  through  3(e) of this  Agreement  regarding  the
Employee's compensation,  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.

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(e)  above and the  Employee  shall be
entitled to all payments and obligations  set forth in Sections  5(e)(i) through
5(e)(iii)  of  this  Agreement  as  if  the   Employee's   employment  had  been
involuntarily terminated.

                                       -7-



 
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<PAGE>



         6. Notice of Termination.  Any notice of termination by the Company for
any reason or by the Employee for any reason shall be  communicated by a written
notice which indicates (i) the specific termination  provision in this Agreement
relied  upon,  (ii) the facts and  circumstances  claimed to provide a basis for
such termination, and (iii) the date or proposed date of termination.

         7.  Non-exclusivity of Rights.  Nothing in this Agreement shall prevent
or limit the  Employee's  continuing  or future  participation  in any  benefit,
incentive  or other  plans,  programs,  policies  or  practices  provided by the
Company and for which the  Employee may  otherwise  qualify.  Amounts  which are
vested benefits or which the Employee is otherwise entitled to receive under any
plan,  policy,  practice  or program  of the  Company  at or  subsequent  to the
termination of the  Employee's  employment  shall be payable in accordance  with
such plan, policy, practice or program.

         8. Full  Settlement.  The  Company's  obligation  to make the  payments
provided  for in  this  Agreement  and  otherwise  to  perform  its  obligations
hereunder  shall not be affected by any  set-off,  counterclaim,  recoupment  or
other claim, right or action which the Company may have against the Employee.

         9.       Confidentiality.

         (a) The Employee shall hold in a fiduciary  capacity for the benefit of
the Company all secret,  proprietary or confidential  information,  knowledge or
data  relating to the Company and its  business,  including  without  limitation
financial  information and customer lists, which shall have been obtained by the
Employee during his employment with the Company and which shall not be or become
public knowledge (other than by acts by the Employee or his  representatives  in
violation of this Agreement).  Notwithstanding  the foregoing,  the Employee may
disclose any such information if such information is compelled by legal process,
provided  that if Employee is so  compelled,  he shall  provide the Company with
prompt  notice so that it may seek a protective  order or other  remedy.  In any
event,  the  Employee  shall  furnish  only  that  portion  of the  confidential
information that is legally required to be disclosed.

         (b) In the event  that the  Employee  breaches  any  provision  of this
Section 9 or Sections  10 or 11, the  Company  shall be entitled to apply to any
court of competent  jurisdiction for an injunction restraining the Employee from
committing or continuing any violation of this  Agreement.  The Employee  agrees
that there is no adequate remedy at law to remedy such a breach.

         10. Non-Competition. The Employee agrees that (a) during the Employment
Period and (b) unless the Employee  terminates  his employment for "good reason"
or his employment is involuntarily terminated,  for two years thereafter (or, in
the case of a Change of Control,  for 6 months; or in the case of an Involuntary
Termination,  for 12 months), he will not, within the continental United States,
Israel,  Ireland,  England  or any  other  country  in  which  the  Company  has
operations at the time of termination and prior thereto, directly or indirectly,
engage or participate or make any financial

                                       -8-



 
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<PAGE>



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 and its  subsidiaries  as of the date of
termination  of his  employment or for any time prior  thereto.  Nothing  herein
contained,  however,  shall restrict the Employee from making any investments in
any 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 any of its
subsidiaries.

         11.  Restriction on  Solicitation.  The Employee agrees that during the
Employment Period and for two years thereafter, he will not:

                  (i) directly or indirectly solicit, raid, entice or induce any
employee of the Company or any of its  subsidiaries 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 subsidiaries;

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

                  (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 shall be, a customer of the Company
or of any of its  subsidiaries  to  become a  customer  for the same or  similar
products which it purchased from the Company or any of its subsidiaries,  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.

         12. Successors.  This Agreement is personal to the Employee and without
the  prior  written  consent  of the  Company  shall  not be  assignable  by the
Employee.

         13. 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  under the rules
then obtaining of the American Arbitration Association in the State of Florida.

                                       -9-



 
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         14.  This  Agreement  is subject to the  acquisition  by the Company of
substantially all of the assets of International  Aircraft  Support.  L.P. by no
later than January 15, 1997. The failure of the  Acquisition to occur by January
15, 1997 shall cause this  Agreement to be null and void with no further  rights
or responsibilities or obligations to either party.

         15.      Miscellaneous.

         (a) This  Agreement  shall be governed by and  construed in  accordance
with the laws of the State of Florida.

         (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 in writing and be deemed to have 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.
         14000 N.W. 4th Street
         Sunrise, Florida 33325
         Att: President
         Telecopier: (954) 845-0428

         If to the Employee, to:

         Fred von Husen
         1317 Still Creek Place
         Danville, California 94506

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) The  Company  may  withhold  from any  amounts  payable  under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

                                      -10-



 
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         (f) 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.

         (g) This Agreement  embodies the entire  agreement  between the Company
and the Employee and supersedes all prior agreements and understandings, oral or
written, with respect thereto.

         (h) 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.

        [Remainder of page intentionally omitted; signatures to follow.]

                                      -11-



 
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<PAGE>


         IN  WITNESS  WHEREOF,  the  Employee  has  hereunto  set his hand  and,
pursuant  to the  authorization  from its Board of  Directors,  the  Company has
caused  these  presents to be executed in its name on its behalf,  all as of the
day and year first above written.

                                         KELLSTROM INDUSTRIES, INC.

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

                                             EMPLOYEE

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

                                      -12-







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