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                                                                  Exhibit 10.42


                                   AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT


         This Amendment to Employment Agreement (the "Amendment") is entered
into as of December 27, 1999, between Kellstrom Industries, Inc., a Delaware
corporation (the "Company"), and Zivi R. Nedivi, an individual (the "Employee").


                                    RECITALS

         The Company and the Employee are parties to that certain Employment
Agreement entered into as of March 30, 1999 (the "Employment Agreement"),
pursuant to which the Employee is employed as President and Chief Executive
Officer of the Company. The Company and the Employee desire to amend the
Employment Agreement on the terms and conditions set forth in this Amendment.


                               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. Effective as of January 1, 2000, Section 3(c)(ii) of the Employment
Agreement is amended in its entirety by deleting such section and substituting
the following:

                  "(ii) ANNUAL COMPANY BONUS. For each calendar year commencing
         with the year ending December 31, 2000, at the end of which year the
         Employee is employed by the Company:

                           (A) If the Net Income (as hereinafter defined) of the
         Company for such year is an amount equal to the Company's target net
         income as determined in the sole discretion of the Board (or the
         Executive Committee) for such year (the "Target"), the Employee shall
         be entitled to a bonus in an amount equal to the Salary of the Employee
         as of December 31 of such year (the "Target Bonus"). For purposes of
         this Agreement, "Net Income" shall mean actual net income, as
         determined by the Company in its sole discretion in accordance with
         GAAP.

                           (B) If the Net Income of the Company for such year is
         more than the Target and less than 125% of the Target, the Employee
         shall be entitled to a bonus as calculated below:




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                  B    =    Target Bonus + [Target Bonus x 2 x (NI - T)]
                                                          ------------
                                                                T
                  where:

                  B = the bonus earned in such year.

                  T = the Target for such year.

                  NI = the Net Income of the Company for such year.

                           (C) If the Net Income of the Company for such year is
         equal to or greater than 125% of the Target, the Employee shall be
         entitled to a bonus in an amount equal to 150% of the Target Bonus.

                           (D) If the Net Income of the Company for such year is
         greater than 75% of the Target but less than the Target, the Employee
         shall be entitled to a bonus as calculated below:

                  B    =    Target Bonus - [Target Bonus x 4 x (T - NI)]
                                                          ------------
                                                                T
                  where:

                  B = the bonus earned in such year.

                  T = the Target for such year.

                  NI = the Net Income of the Company for such year.

                           (E) If the Net Income of the Company for such year is
         equal to or less than 75% of the Target, the Employee shall not be
         entitled to a bonus."

         2. Except as expressly amended hereby, all of the terms and conditions
of the Employment Agreement shall continue in full force and effect.

         3. This Amendment shall be governed by and construed in accordance with
the laws of the State of Florida. This Amendment may be executed in any number
of counterparts, each of which shall be an original but all of which taken
together shall constitute one and the same instrument.



                         [SIGNATURES ON FOLLOWING PAGE]


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

                                     KELLSTROM INDUSTRIES, INC.


                                     By: /s/ W. Penny
                                         ---------------------------------------
                                         Name:  W. Penny
                                         Title: VP HR


                                     EMPLOYEE

                                     /s/ Zivi R. Nedivi
                                     -------------------------------------------
                                     Zivi R. Nedivi



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