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                                                                  EXHIBIT 10.43



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE OR SECURITIES LAWS
AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION
OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

                           KELLSTROM INDUSTRIES, INC.

               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

No.                                                                5,000 Shares

         FOR VALUE RECEIVED, Kellstrom Industries, Inc., a Delaware corporation
(the "Company"), hereby certifies that Helix Management Company II LLC (the
"Purchaser") or its permitted assigns, is entitled to purchase from the
Company, at any time or from time to time commencing on the date hereof (the
"Commencement Date") and prior to 5:00 P.M., New York City time, on June 17,
2001, Five Thousand (5,000) fully paid and non-assessable shares of the common
stock, $.001 par value per share, of the Company for an aggregate purchase
price of $130,000 (computed on the basis of $26.00 per share). (Hereinafter,
(i) said common stock, together with any other equity securities which may be
issued by the Company with respect thereto or in substitution therefor, is
referred to as the "Common Stock," (ii) the shares of the Common Stock
purchasable hereunder or under any other Warrant (as hereinafter defined) are
referred to individually as a "Warrant Share" and collectively as the "Warrant
Shares," (iii) the aggregate purchase price payable for the Warrant Shares
hereunder is referred to as the "Aggregate Warrant Price," (iv) the price
payable for each of the Warrant Shares hereunder is referred to as the "Per
Share Warrant Price," (v) this Warrant, and all Warrants hereafter issued in
exchange or substitution for this Warrant or such similar Warrants are referred
to as the "Warrants" and (vi) the holder of this Warrant is referred to as the
"Holder" and the holder of this Warrant and all other Warrants or Warrant
Shares issued upon the exercise of any Warrant are referred to as the
"Holders.") The Aggregate Warrant Price is not subject to adjustment. The Per
Share Warrant Price is subject to adjustment as hereinafter provided; in the
event of any such adjustment, the number of Warrant Shares shall be adjusted by
dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect
immediately after such adjustment.

         1. EXERCISE OF WARRANT. This Warrant may be exercised in whole at any
time or in part from time to time, beginning on the Commencement Date and prior
to 5:00 P.M., New York City time, on June 17, 2001. Exercise of this Warrant by
the Holder shall be made by the surrender of this Warrant (with the
subscription form at the end hereof, or a reasonable facsimile thereof, duly
executed) at the address set forth in Subsection 11(a) hereof, together with
proper payment of the Aggregate Warrant Price, or the proportionate part
thereof if this Warrant is exercised in part. 

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Payment for Warrant Shares shall be made by certified or official bank check
payable to the order of the Company. If this Warrant is exercised in part, this
Warrant must be exercised for a number of whole shares of the Common Stock, and
the Holder is entitled to receive a new Warrant covering the Warrant Shares
which have not been exercised and setting forth the proportionate part of the
Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender
of this Warrant, the Company will (a) issue a certificate or certificates in
the name of Holder (or any designee of the Holder to whom the Warrant is
transferred in accordance with Section 6 hereof) for the largest number of
whole shares of the Common Stock to which the Holder shall be entitled and, if
this Warrant is exercised in whole, in lieu of any fractional share of the
Common Stock to which the Holder shall be entitled, pay to the Holder cash in
an amount equal to the fair value of such fractional share (determined in such
reasonable manner as the Board of Directors of the Company shall determine),
and (b) deliver the other securities and properties receivable upon the
exercise of this Warrant, or the proportionate part thereof if this Warrant is
exercised in part, pursuant to the provisions of this Warrant.

         2. RESERVATION OF WARRANT SHARES; LISTING. The Company agrees that,
prior to the expiration of this Warrant, the Company will at all times (a) have
authorized and in reserve, and will keep available, solely for issuance or
delivery upon the exercise of this Warrant, the shares of Common Stock and
other securities and properties as from time to time shall be receivable upon
the exercise of this Warrant, free and clear of all restrictions on sale or
transfer and free and clear of all preemptive rights and rights of first
refusal and (b) if the Company hereafter lists its Common Stock on any national
securities exchange, keep the shares of the Common Stock receivable upon the
exercise of this Warrant authorized for listing on such exchange upon notice of
issuance.

         3. PROTECTION AGAINST DILUTION. (a) In case the Company shall
hereafter (i) pay a dividend or make a distribution on its capital stock in
shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares or (iv) issue by reclassification of its
Common Stock any shares of capital stock of the Company, the Per Share Warrant
Price shall be adjusted so that the Holder upon the exercise hereof shall be
entitled to receive the number of shares of Common Stock or other capital stock
of the Company which it would have owned immediately following such action had
such Warrant been exercised immediately prior thereto. An adjustment made
pursuant to this Subsection 3(a) shall become effective immediately after the
record date in the case of a dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or reclassification.

            (b) If, at any time or from time to time after the date of this
Warrant, the Company shall issue or distribute to the holders of shares of
Common Stock evidences of its indebtedness, any other securities of the Company
or any cash, property or other assets (excluding a subdivision, combination or
reclassification, or dividend or distribution payable in shares of Common
Stock, adjustment for which would be made pursuant to Subsection 3(a), and also
excluding cash dividends or cash distributions paid out of net profits legally
available therefor and accrued after the date hereof if the full amount
thereof, together with the value of other dividends and distributions made
substantially concurrently therewith or pursuant to a plan which includes
payment thereof, is equivalent to not more than a cumulative amount equal to
15% of the Company's net worth) (any such nonexcluded event being herein called
a "Special Dividend"), the Per Share Warrant Price shall be adjusted by
multiplying the Per Share 


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Warrant Price then in effect by a fraction, the numerator of which shall be the
then current market price of the Common Stock (defined as the average for the
thirty consecutive business days immediately prior to the record date of the
daily closing price of the Common Stock as reported by the national securities
exchange upon which the Common Stock is then listed or if not listed on any
such exchange, the average of the closing prices as reported by Nasdaq National
Market, or if not then listed on the Nasdaq National Market, the average of the
highest reported bid and lowest reported asked prices as reported by NASDAQ, or
if not then publicly traded, the fair market price as determined by the
Company's Board of Directors) less the fair market value (as determined in good
faith by the Company's Board of Directors) of the evidences of indebtedness,
cash, securities or property, or other assets issued or distributed in such
Special Dividend applicable to one share of Common Stock and the denominator of
which shall be such then current market price per share of Common Stock. An
adjustment made pursuant to this Subsection 3(b) shall become effective
immediately after the record date of any such Special Dividend.

            (c) In case of any capital reorganization or reclassification, or
any consolidation or merger to which the Company is a party other than a merger
or consolidation in which the Company is the continuing corporation, or in case
of any sale or conveyance to another entity of the property of the Company as
an entirety or substantially as an entirety, or in the case of any statutory
exchange of securities with another corporation (including any exchange
effected in connection with a merger of a third corporation into the Company),
the Holder of this Warrant shall have the right thereafter to receive on the
exercise of this Warrant the kind and amount of securities, cash or other
property which the Holder would have owned or have been entitled to receive
immediately after such reorganization, reclassification, consolidation, merger,
statutory exchange, sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
and in any such case, if necessary, appropriate adjustment shall be made in the
application of the provisions set forth in this Section 3 with respect to the
rights and interests thereafter of the Holder of this Warrant to the end that
the provisions set forth in this Section 3 shall thereafter correspondingly be
made applicable, as nearly as may reasonably be, in relation to any shares of
stock or other securities or property thereafter deliverable on the exercise of
this Warrant. The above provisions of this Subsection 3(c) shall similarly
apply to successive reorganizations, reclassifications, consolidations,
mergers, statutory exchanges, sales or conveyances. The issuer of any shares of
stock or other securities or property thereafter deliverable on the exercise of
this Warrant shall be responsible for all of the agreements and obligations of
the Company hereunder. Notice of any such reorganization, reclassification,
consolidation, merger, statutory exchange, sale or conveyance and of said
provisions so proposed to be made, shall be mailed to the Holder of the
Warrants not less than 15 days prior to such event. A sale of all or
substantially all of the assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation or merger for the
foregoing purposes.

            (d) No adjustment in the Per Share Warrant Price shall be required
unless such adjustment would require an increase or decrease of at least $0.05
per share of Common Stock; PROVIDED, HOWEVER, that any adjustments which by
reason of this Subsection 3(d) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment; PROVIDED FURTHER,
however, that adjustments shall be required and made in accordance with the
provisions of 


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this Section 3 (other than this Subsection 3(d)) not later than such time as
may be required in order to preserve the tax-free nature of a distribution to
the Holder of this Warrant or Common Stock issuable upon exercise hereof. All
calculations under this Section 3 shall be made to the nearest cent or to the
nearest 1/100th of a share, as the case may be. Anything in this Section 3 to
the contrary notwithstanding, the Company shall be entitled to make such
reductions in the Per Share Warrant Price, in addition to those required by
this Section 3, as it in its discretion shall deem to be advisable in order
that any stock dividend, subdivision of shares or distribution of rights to
purchase stock or securities convertible or exchangeable for stock hereafter
made by the Company to its stockholders shall not be taxable.

            (e) If the Board of Directors of the Company shall (i) declare any
dividend or other distribution with respect to the Common Stock, other than a
cash dividend subject to the first parenthetical in Subsection 3(b), (ii) offer
to the holders of shares of Common Stock any additional shares of Common Stock,
any securities convertible into or exercisable for shares of Common Stock or
any rights to subscribe thereto, or (iii) propose a dissolution, liquidation or
winding up of the Company, the Company shall mail notice thereof to the Holders
of the Warrants not less than 15 days prior to the record distribution, offer
or subscription right or to vote on such dissolution, liquidation or winding
up.

            (f) If, as a result of an adjustment made pursuant to this Section
3, the Holder of any Warrant, thereafter surrendered for exercise shall become
entitled to receive shares or two or more classes of capital stock or shares of
Common Stock and other capital stock of the Company, the Board of Directors
(whose determination shall be conclusive and shall be described in a written
notice to the Holder of any Warrant promptly after such adjustment) shall in
good faith determine the allocation of the adjusted Per Share Warrant Price
between or among shares or such classes of capital stock or shares of Common
Stock and other capital stock.

            (g) If at any time or from time to time the Company shall take any
action affecting its Common Stock or any other capital stock of the Company,
not otherwise described in any of the foregoing subsections of this Section 3,
then, if the failure to make any adjustment would in the reasonable opinion of
the Board of Directors of the Company have a materially adverse effect upon the
rights of the Holder of the Warrant, the number of shares of Common Stock or
other stock comprising a Warrant Share, or the Per Share Warrant Price, shall
be adjusted in such manner and at such time as the Board of Directors of the
Company may in good faith determined to be equitable under the circumstances.

            (h) Whenever the Per Share Warrant Price is adjusted as provided in
this Section 3 and upon any modification of the rights of the Holder of
Warrants in accordance with this Section 3, the Company shall promptly cause
its Chief Financial Officer to provide a notice to the Holder setting forth the
Per Share Warrant Price and the number of Warrant Shares after such adjustment
or the effect of such modification, a brief statement of the facts requiring
such adjustment or modification and the manner of computing the same.

         4. FULLY PAID STOCK; TAXES. The Company agrees that the shares of the
Common Stock, or any other capital stock, represented by each and every
certificate for Warrant Shares delivered on the exercise of this Warrant shall,
at the time of such delivery, be validly issued and outstanding, 

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fully paid and nonassessable, and not subject to preemptive rights or rights of
first refusal, and the Company will take all such actions as may be necessary
to assure that the par value or stated value, if any, per share of the Common
Stock is at all times equal to or less than the then Per Share Warrant Price.
The Company further covenants and agrees that it will pay, when due and
payable, any and all Federal and state stamp, original issue or similar taxes
which may be payable in respect of the issue of any Warrant Share or
certificate therefor.

         5. REGISTRATION UNDER SECURITIES ACT OF 1933.

            (a) The Company agrees that if, at any time and from time to time
during the period beginning on the Commencement Date and ending on the second
anniversary of the date the Warrants are exercised in full, the Board of
Directors of the Company shall authorize the filing of a registration statement
(any such registration statement being hereinafter called a "Registration
Statement") under the Act (other than a registration statement on Form S-4 or
Form S-8 or other form which does not include substantially the same
information as would be required in a form for the general registration of
securities) in connection with the proposed offer of any of its securities by
the Company or any of its stockholders, the Company will (i) promptly notify
the Holder and each of the Holders, if any, of other Warrants and/or Warrant
Shares not previously sold pursuant to this Section 5 that such Registration
Statement will be filed and that the Warrant Shares which are then held, and/or
which may be acquired upon the exercise of the Warrants, by the Holder and such
Holders, will, at the Holder's and such Holder's request, be included in such
Registration Statement, (ii) upon the written request of a Holder made within
15 days after the giving of such notice by the Company, include in the
securities covered by such Registration Statement all Warrant Shares which it
has been so requested to include, (iii) use its best efforts to cause such
Registration Statement to become effective as soon as practicable and (iv) take
all other action necessary under any Federal or state law or regulation of any
governmental authority to permit all Warrant Shares which it has been so
requested to include in such Registration Statement to be sold or otherwise
disposed of, and will maintain such compliance with each such Federal and state
law and regulation of any governmental authority for the period necessary for
the Holder and such Holders to effect the proposed sale or other disposition.

            (b) The Company agrees that if the Company shall not have
authorized the filing of a Registration Statement pursuant to Subsection 5(a)
hereof within one (1) year after the Commencement Date, then at any time
thereafter during the period ending on the second anniversary of the date the
Warrants are exercised in full, if the Holder and/or the Holders of Warrants
and/or Warrant Shares who or which shall hold not less than 50% of the
aggregate number of Warrants and Warrant Shares outstanding at such time and
not previously sold (the "Covered Warrant Shares") pursuant to this Section 5
shall request that the Company file a registration statement under the Act
covering not less than 50% of the Covered Warrant Shares, the Company will (i)
promptly notify each Holder of the Warrants and each Holder of Warrant Shares
not so previously sold that such registration statement will be filed and that
the Warrant Shares which are then held, and /or may be acquired upon exercise
of the Warrants by the Holder and such Holders, will be included in such
registration statement at the Holder's and such Holders' request, (ii) cause
such registration statement to be filed with the Securities and Exchange
Commission (the "Commission") as soon as possible following such request and to
cover all Warrant Shares which it has been so requested to include, (iii) use
its best efforts to cause such registration statement to become effective as
soon as 


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practicable and (iv) take all other action necessary under any Federal or state
law or regulation of any governmental authority to permit all Warrant Shares
which it has been so requested to include in such registration statement to be
sold or otherwise disposed of, and will maintain such compliance with each such
Federal and state law and regulation of any government authority for the period
necessary for such Holder to effect the proposed sale or other disposition. The
Company shall be required to effect a registration or qualification pursuant to
this Subsection 5(b) on one occasion only; provided that a request for
registration shall not be deemed to constitute a registration pursuant to this
Subsection 5(b) if: (i) the conditions to closing specified in the purchase
agreement or underwriting agreement entered into in connection with such
registration are not satisfied other than by reason of some act or omission by
the Holder; (ii) the Company voluntarily takes any action that would result in
the Holder not being able to sell such Warrant Shares covered thereby; (iii)
the Holder determines not to proceed following any delay imposed hereunder by
the Company; provided, HOWEVER, that prior to such delay, the Holder shall not
have sold more than ninety percent (90%) of the Warrant Shares included in such
registration; or (iv) other than by action of the Holder, such registration
does not remain effective for ninety (90) days or more. Notwithstanding the
foregoing, (a) if the Holder exercises its right to request that a registration
statement be filed pursuant to this Subsection 5(b) at a time when the Company
in good faith as evidenced by a Board resolution believes that a public
offering of Common Stock would materially impair a pending financing or other
material transaction of the Company, the Company shall have the right to defer
filing a Registration Statement hereunder for a period not to exceed 90 days or
(b) in lieu of causing a registration statement to be filed under this Section
5(b), the Company may elect, by providing written notice (the "Repurchase
Notice") to the Holder or Holders requesting registration within ten (10) days
of the Company's receiving such request, to repurchase from the requesting
Holder or Holders either (x) the Warrants relating to the Warrant Shares
requested to be registered, at a price per Warrant equal to the difference
between the Market Price per share of the Common Stock (as defined below) and
the Per Share Warrant Price or (y) if the Warrants relating to the Warrant
Shares requested to be registered had already been exercised, such Warrant
Shares at a price per Warrant Share equal to the Market Price per share of the
Common Stock. As used in this Section 5(b), the "Market Price per share of the
Common Stock" shall mean the average of the last sale price of the Common
Stock, or if no last sale price is reported, the average of the asked and bid
prices of the Common Stock, on the Nasdaq National Market or Nasdaq Small Cap
Market, as applicable, for the 20 consecutive trading days ending on the day
prior to the delivery by the Holder or Holders of the request for a
registration statement pursuant to this Section 5(b). Any repurchase of the
Warrants or the Warrant Shares under this Section 5(b) shall be made within 30
days of the delivery by the Company of the Repurchase Notice.

            (c) Whenever the Company is required pursuant to the provisions of
this Section 5 to include Warrant Shares in a registration statement, the
Company shall (i) furnish each Holder of any such Warrant Shares and each
underwriter of such Warrant Shares with such copies of the prospectus,
including the preliminary prospectus, conforming to the Act (and such other
documents as each such Holder or each such underwriter may reasonably request)
in order to facilitate the sale or distribution of the Warrant Shares, (ii) use
its best efforts to register or qualify such Warrant Shares under the blue sky
laws (to the extent applicable) of such jurisdiction or laws (to the extent
applicable) of such jurisdiction or jurisdictions as the Holders of any such
Warrant Shares and each underwriter of Warrant Shares being sold by such
Holders shall reasonably request and (iii) take such other actions as may be
reasonably necessary or advisable to enable such Holders and such 

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underwriters to consummate the sale or distribution in such jurisdiction or
jurisdictions in which such Holders shall have reasonably requested that the
Warrant Shares be sold.

            (d) The Company shall furnish to each Holder participating in an
offering pursuant to a registration statement under this Section 5 and to each
underwriter, if any, a signed counterpart, addressed to such Holder or
underwriter, of (i) an opinion of counsel to the Company, dated the effective
date of such registration statement (and, if such registration includes an
underwritten public offering, an opinion dated the date of the closing under
the underwriting agreement), and (ii) a "comfort" letter dated the effective
date of such registration statement (and, if such registration includes an
underwritten public offering, a letter dated the date of the closing under the
underwriting agreement) signed by the independent public accountants who have
issued a report on the Company's financial statements included in such
registration statement, in each case covering substantially the same matters
with respect to such registration statement (and the prospectus included
therein) and, in the case of such accountant's letter with respect to events
subsequent to the date of such financial statements, as are customarily covered
in opinions of issuer's counsel and in accountants' letters delivered to
underwriters in underwritten public offerings of securities.

            (e) The Company shall enter into an underwriting agreement with the
managing underwriters selected by Holders holding 50% of the Covered Warrant
Shares requested to be included in a registration statement filed pursuant to
Section 5(b). Such agreement shall be reasonably satisfactory in form and
substance to the Company, each Holder and such managing underwriters, and shall
contain such representations, warranties and covenants by the Company and such
other terms as are customarily contained in agreements of that type as used by
the managing underwriters.

            (f) The Company shall pay all expenses incurred in connection with
any registration statement or other action pursuant to the provisions of this
Section 5, other than underwriting discounts, applicable transfer taxes
relating to the Warrant Shares and the fees and expenses of counsel for the
Holders of the Warrant Shares.

            (g) In connection with any public offering by the Company involving
an underwriting of its securities effected pursuant to Section 5(a) hereof, the
Company shall not be required to include in such registration any Warrant
Shares held by the Holder unless the Holder agrees to the terms of the
underwriting agreement between the Company and the managing underwriter of such
offering, which agreement may require that the Warrant Shares be withheld from
the market by the Holders for a period of up to 180 days after the effective
date of the registration statement by which such public offering is being
effected (or such longer period as may be requested by any securities exchange
upon which the Common Stock is then listed). Furthermore, the Company shall be
obligated to include in such registration only the quantity of Warrant Shares,
if any, as will not, in the opinion of the managing underwriter, jeopardize the
success of the offering by the Company. If the managing underwriter for the
offering advises the Company in writing that the total amount of securities
sought to be registered by the Holders and other shareholders of the Company
having similar registration rights as of the date thereof (collectively, the
"Kellstrom Shareholders") exceeds the amount of securities that can be offered
without adversely affecting the offering by the Company, then the Company may
reduce the number of shares to be registered by 


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the Company for the Kellstrom Shareholders, including Warrant Shares, to a
number satisfactory to such managing underwriter. Any such reduction shall be
pro rata, based upon the total number of shares held by each Kellstrom
Shareholder.

            (h) The Company will indemnify and hold harmless the Holder and any
person or entity engaged by the Holder to sell the Holder's Warrant Shares, and
each person, if any, who controls such persons or entities within the meaning
of the Act or the Securities Exchange Act of 1934, as amended (the "1934 Act")
(collectively, a "Holder Indemnitee"), against any losses, claims, damages,
liabilities or expenses (or actions, proceedings, or settlements in respect
thereof) (joint or several) to which a Holder Indemnitee may become subject
under the Act, the 1934 Act, or other federal or state law, insofar as such
losses, claims, damages, liabilities or expenses (or actions, proceedings or
settlements in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (a "Violation"): (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto; (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; or (iii) the employment
by the Company of any device, scheme or artifice to defraud or the engagement
by the Company in any act, practice or course of business which operates or
would operate as a fraud or deceit upon the purchasers of its securities
pursuant to such registration statement. The Company will also reimburse each
Holder Indemnitee for any legal or other expenses reasonably incurred by such
Holder Indemnitee in connection with investigating, defending, and settling any
such loss, claim, damage, liability, or action.

         The indemnity agreement contained in this Subsection 5(h) shall not
apply to amounts paid in settlement of any loss, claim, damage, liability, or
action if such settlement is effected without the consent of the Company, which
consent shall not be unreasonably withheld, nor shall the Company be liable to
any Holder Indemnitee of any loss, claim, damage, liability or action (i) to
the extent that it arises solely out of or is based solely upon a Violation
which occurs in reliance upon and in conformity with written information
furnished expressly for use in connection with such registration by or on
behalf of the Holder or any agent of the Holder, which consent shall not be
unreasonably withheld, or controlling person of either; or (ii) in the case of
a sale directly by the Holder (including a sale of such Warrant Shares through
any underwriter retained by such Holder to engage in a distribution solely on
behalf of such Holder), such untrue statement or alleged untrue statement or
omission or alleged omission was contained in a preliminary prospectus and
corrected in a final or amended prospectus, and the Holder failed to deliver a
copy of the final or amended prospectus at or prior to the confirmation of the
sale of the Warrant Shares to the person asserting any such loss, claim, damage
or liability in any case where such delivery is required by the Act.

            (i) The Holder will indemnify and hold harmless the Company, each
of its employees, officers, directors or persons who control the Company within
the meaning of the Act or the 1934 Act, and each agent or underwriter for the
Company or any other person or entity engaged by the Company to sell the
Company's securities offered in the registration statement, or any of their
respective directors, officers, partners, agents, employees or control persons
(collectively, a "Company Indemnitee"), against any losses, claims, damages,
liabilities or expenses (joint or several) to which the Company or any such
Company Indemnitee may become subject 


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under the Act, the 1934 Act, or other federal or state law, insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect
thereto) arise solely out of or are based solely upon any Violation, in each
case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by or on
behalf of the Holder expressly for use in connection with such registration;
and each Holder will reimburse any legal or other expenses reasonably incurred
by a Company Indemnitee in connection with investigating or defending any such
loss, claim, damage, liability, or action.

         The indemnity agreement contained in this Subsection 5(i) shall not
apply to amounts paid in settlement of any loss, claim, damage, liability, or
action if such settlement is effected without the consent of the indemnifying
Holder, which consent shall not be unreasonably withheld, nor, in the case of a
sale directly by the Company of its securities (including a sale of such
securities through any underwriter retained by the Company to engage in a
distribution solely on behalf of the Company), shall the Holder be liable to
the Company in any case in which such untrue statement or alleged untrue
statement or omission or alleged omission was contained in a preliminary
prospectus and corrected in a final or amended prospectus, and the Company
failed to deliver a copy of the final or amended prospectus at or prior to the
confirmation of the sale of the securities to the person asserting any such
loss, claim, damage or liability in any case where such delivery is required by
the Act.

            (j) Promptly after receipt by an indemnified party under
Subsections 5(h) or (i) of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying part so desires, jointly with any other indemnifying party
similarly noticed, to assume and control the defense thereof with counsel
mutually satisfactory to the indemnified and indemnifying parties, provide the
an indemnified part shall have the right to retain its own counsel, with the
fees and expenses to be paid by the indemnifying party, if representation of
such indemnified party by the counsel retained by the indemnifying party would
be inappropriate due to actual or potential differing interests (as reasonably
determined by either party) between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement
of any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
Subsection 5(h) or (i), respectively, to the extent of such prejudice, but the
failure to so deliver written notice to the indemnifying party will not relieve
it of any liability that it may have to any indemnified party otherwise than
under Subsection 5(h) or (i), respectively.

                (ii) The obligations of the Company and the Holders under
Subsections 5(h) and (i), respectively, shall survive the completion of any
offering of Warrant Shares made pursuant to a registration under this
Agreement.

                (iii) The amount paid or payable by a party as a result of the
losses, claims, damages, or liabilities (or actions or proceedings in respect
thereof) referred to in Subsections 5(h) and (i) shall include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.


                                       9
<PAGE>   10

            (k) If the indemnification provided for in the preceding
Subsections 5(h) or (i) is unavailable to an indemnified party in respect of
any losses, claims, damages, liabilities or expenses referred to therein, then
each indemnifying party, in lieu of indemnifying such indemnified party, shall
be entitled to contribution, except to the extent that contribution is not
permitted under Section 11(f) of the Act. In determining the amount of
contribution to which the respective parties are entitled, there shall be
considered the parties' relative knowledge and access to information concerning
the matter with respect to which the claim was asserted, the opportunity
correct and prevent any statement or omission, and any other equitable
considerations appropriate under the circumstances. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

            (l) The Holder, in addition to being entitled to exercise all
rights provided in this Section 5, including recovery of damages, will be
entitled to specific performance of its rights hereunder. The Company agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Section 5 and hereby
agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.

            (m) In connection with the Company's obligations to effect a
registration under Section 5, the Company will:

                (i) cooperate and assist in any filings required to be made
with the National Association of Securities Dealers, Inc., and before filing a
registration statement or prospectus or any amendments or supplements thereto,
the Company will furnish to counsel selected by Holder copies of all such
documents proposed to be filed, which documents will be subject to their review
and comments;

                (ii) cause the prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Act;

                (iii) notify the Holder promptly (A) when the prospectus or any
prospectus supplement or post-effective amendment has been filed, and with
respect to the registration statement or any post-effective amendment, when the
same has become effective; (B) of any request by the Commission for any
amendments or supplements to the registration statement or the prospectus or
for additional information; (C) of the issuance by the Commission of any stop
order suspending the effectiveness of the registration statement or the
initiation of any proceedings for the purpose; (D) if, at any time prior to the
closing contemplated by an underwriting agreement entered into in connection
with such registration statement, that the representations and warranties of
the Company contained in such agreement cease to be true and correct in any
material respect; (E) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Warrant Shares for sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and (F) of the happening of any event which makes any statement made
in the registration statement, the prospectus of or any document incorporated
therein by reference untrue in any material respect and which requires the
making of any changes in the registration statement, the prospectus or any
document incorporated therein by reference in order to make the statement
therein not materially misleading;


                                      10
<PAGE>   11


                (iv) make commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of the registration
statement;

                (v) if required, prepare a supplement or post-effective
amendment to the registration statement, the related prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of the Warrant Shares, the prospectus
will not contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading;

                (vi) cause all Warrant Shares covered by the registration
statement to be listed on each securities exchange on which identical
securities issued by the Company are then listed if requested by the Holder or
the managing underwriters, if any;

                (vii) provide and cause to be maintained a transfer agent and
registrar for all Warrant Shares covered by such registration statement from
and after a date not later than the effective date of such registration
statement;

                (viii) use its best efforts to provide a CUSIP number for the
Warrant Shares, not later than the effective date of the registration
statement;

                (ix) make available for inspection, in connection with the
preparation of a registration statement pursuant to this Agreement, by the
Holder, and any attorney or accountant retained by the Holder, all financial
and other records and pertinent corporate documents and properties of the
Company, and cause the Company's officers, directors and employees to supply
all information reasonably requested by any such representative, attorney or
accountant in connection with such registration; PROVIDED, HOWEVER, that any
records, information or documents that are designated by the Company in writing
as confidential shall be kept confidential by such persons unless disclosure of
such records, information or documents is required by court or administrative
order;

                (x) if so required by the managing underwriter, not sell, make
any short sale of, loan, grant any option for the purpose of, effect any public
sale or distribution of or otherwise dispose of its equity securities or
securities convertible into or exchangeable or exercisable for any of such
securities during the ten days prior to and the 90 days after any underwritten
registration pursuant hereto has become effective, except as part of such
underwritten registration and except pursuant to registrations on Form S-4 or
S-8 or any successor or similar forms thereto, except that the Company may make
grants of options under its stock option plans and may issue securities
issuable upon the exercise or conversion of outstanding convertible securities,
stock options and other options, warrants and rights of the Company; and

                (xi) otherwise use its best effort to comply with all
applicable rules and regulations of the Commission and make available to its
security holders as soon as reasonably practicable, an earnings statement which
satisfies the provision of Section 11(a) of the Act.


                                      11
<PAGE>   12


            (n) The Company shall not be obligated to register any Warrant
Shares pursuant to this Section 5 at any time when the resale provisions of
Rule 144 promulgated under the Act are available to the Holder without
limitation as to volume.

            (o) The Company will use its reasonable best efforts to file with
the Commission all information required to be filed under Section 13 or 15(d)
of the 1934 Act.

         6. LIMITED TRANSFERABILITY. This Warrant may not be offered, sold,
transferred, assigned, hypothecated or otherwise disposed of by the Holder
except pursuant to an effective registration statement under the Act and/or
applicable state securities laws or an exemption from registration under the
Act and such laws which, in the opinion of counsel for the Holder, which
counsel and opinion are reasonably satisfactory to the Company, is available.
The Company may treat the registered Holder of this Warrant as he or it appears
on the Company's books at any time as the Holder for all purposes. The Company
shall permit any Holder of a Warrant or his or her duly authorized attorney,
upon written request during ordinary business hours, to inspect and copy or
make extracts from its books showing the registered holders of Warrants. All
Warrants issued upon the transfer or assignment of this Warrant will be dated
the same date as this Warrant, and all rights of the Holder thereof shall be
identical to those of the Holder.

         7. SECURITIES ACT OF 1933 LEGEND. This Warrant, the Warrant Shares and
any of the other securities issuable upon exercise of this Warrant have not
been registered under the Act. Upon exercise of this Warrant, in part or in
whole, the certificates representing the Warrant Shares and any of the other
securities issuable upon exercise of this Warrant shall bear the following
legend:

            THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
            THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
            ANY STATE OR SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY
            INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
            OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
            STATEMENT UNDER SUCH SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
            FROM REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH LAWS WHICH, IN
            THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION
            ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS
            AVAILABLE.

         8. LOSS, ETC., OF WARRANT. Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant, and
of indemnity reasonably satisfactory to the Company, if lost, stolen or
destroyed, and upon surrender and cancellation of this Warrant, if mutilated,
the Company shall execute and deliver to the Holder a new Warrant of like date,
tenor and denomination.

         9. WARRANT HOLDER NOT SHAREHOLDER. Except as otherwise provided
herein, this Warrant does not confer upon the Holder any right to vote or to
consent to or receive notice as a stockholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or liabilities as a
stockholder, prior to the exercise hereof.

                                      12
<PAGE>   13

         10. INFORMATION TO HOLDER. The Company agrees that it shall deliver to
the Holder promptly after their becoming available copies of all financial
statements, reports and proxy statements which the Company shall have sent to
its stockholders generally.

         11. NOTICES. All notices and other communications required or
permitted to be given under this Warrant shall be in writing and shall be
deemed to have been duly given if delivered personally or by facsimile
transmission, or sent by recognized overnight courier or by certified mail,
return receipt requested, postage paid, to the parties hereto as follows:

            (a) if to the Company at 1100 International Parkway, Sunrise,
Florida 33323, Attn: Chief Executive Officer, facsimile no. 954-858-2449, or
such other address as the Company has designated in writing to the Holder, or

            (b) if to the Holder at 98 Battery Street, Suite 600, San
Francisco, California 94111, facsimile no. 415-956-9951, or such other address
as the Holder has designated in writing to the Company.

         12. HEADINGS. The headings of this Warrant have been inserted as a
matter of convenience and shall not affect the construction hereof.

         13. APPLICABLE LAW. This Warrant shall be governed by and construed in
accordance with the law of the State of Delaware without giving effect to the
principles of conflicts of law thereof. Venue shall be in Broward County,
Florida.

         IN WITNESS WHEREOF, Kellstrom Industries, Inc. has caused this Warrant
to be signed by its Chief Financial Officer and its corporate seal to be
hereunder affixed and attested by its Secretary as of the 18th day of December,
1998.

                               KELLSTROM INDUSTRIES, INC.

                               By: /s/ MICHAEL W. WALLACE
                                   -------------------------------------------
                                   Michael W. Wallace, Chief Financial Officer


ATTEST:


-------------------------
Secretary

[Corporate Seal]


                                      13

<PAGE>   14


                                   ASSIGNMENT

         FOR VALUE RECEIVED __________________________ hereby sells, assigns

and transfers unto __________________________ the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and appoint

__________________________, attorney, to transfer said Warrant on the books of
Kellstrom Industries, Inc.

Dated: ______________________________

Signature: __________________________

                                      Address: _____________________________


                               PARTIAL ASSIGNMENT

         FOR VALUE RECEIVED __________________________ hereby assigns and

transfers unto __________________________ the right to purchase __________

shares of Common Stock of ___________________________ covered by the foregoing
Warrant, and a proportionate part of said Warrant and the rights evidenced

thereby, and does irrevocably constitute and appoint __________________________,
attorney, to transfer that part of said Warrant on the books of Kellstrom
Industries, Inc.



Dated: ______________________________

Signature: __________________________

                                      Address: _____________________________



                                      14

<PAGE>   15


                               SUBSCRIPTION FORM

        (To be executed upon exercise of Warrant pursuant to Section 1)

         The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder,
__________________ shares of Common Stock, as provided for in Section 1, and
tenders herewith payment of the purchase price in full in the form of cash or a
certified or official bank check in the amount of $________.

         Please issue a certificate or certificates of such Common Stock in the
name of, and pay any cash for any fractional share to:

                           Name _______________________________________________

                           (Please Print Name, Address and Social Security No.)

                           Address ____________________________________________

                                   ____________________________________________
                                             Social Security Number

                           Signature __________________________________________

                           NOTE:      The above signature should correspond
                                      exactly with the name on the first page
                                      of this Warrant or with the name of the
                                      assignee appearing in the assignment form
                                      below.

                           Date _______________________________________________



         And if said number of shares shall not be all the shares purchasable
under the within Warrant, a new Warrant is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable thereunder.


                                      15