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                              MANAGEMENT AGREEMENT

         This Management Agreement is entered into as of January 1, 1997 between
Kellstrom Industries,  Inc., a Delaware corporation,  having its principal place
of business at 14000 N.W. 4th Street,  Sunrise,  Florida 33325 (the  "Company"),
and East Shore Ventures,  Inc., a Florida corporation having its principal place
of  business at 14000 N.W.  4th Street,  Sunrise,  Florida  33325 (the  "General
Manager").

                              W I T N E S S E T H:

         WHEREAS,  the Company  desires to engage the General Manager to provide
certain  management  services to the Company relating to the Company's  business
operations; and

         WHEREAS,  the General Manager is willing to render such services to the
Company on the terms and conditions hereinafter set forth;

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

1.       DEFINITIONS.

                  (a) The  "Asset  Purchase  Agreement"  shall  mean  the  Asset
         Purchase  Agreement  dated  October  28,  1996 by and  among  Kellstrom
         Industries,  Inc., IASI Inc.,  International  Aircraft Support L.P. and
         William Lyon.

                  (b) The "Base  Annual  Fee" shall mean the amount set forth in
         Section 3(a) of this Management Agreement.

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

                  (d) The  "Annual  Bonus"  shall  mean the  amount set forth in
         Section 3(b) of this Management Agreement.

                  (e) The "Management  Period" shall mean the period  commencing
         on the date  hereof and ending on the seventh  anniversary  of the date
         hereof.



 
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2.       MANAGEMENT SERVICES TO BE RENDERED BY THE GENERAL MANAGER.

         (a) The General  Manager shall furnish the Company with the  management
services  necessary of a chief  executive  officer  responsible  for the overall
direction of the  operations and  administration  of the business of the Company
with such powers and duties as  provided  for a chief  executive  officer of the
Company under the Company's by-laws and pursuant to the General  Corporation Law
of the State of Delaware.  The General Manager shall have such other  incidental
powers and duties as shall be assigned from time to time by the Board.

         (b)  Unless the  Company  otherwise  consents,  the  General  Manager's
services  shall  be  rendered  through  the  services  of Zivi R.  Nedivi  ("Mr.
Nedivi"),  the President of the General  Manager.  Unless the context  otherwise
requires,  all  references  to the "General  Manager"  herein shall be deemed to
refer also to Mr. Nedivi and to any other  personnel of the General  Manager who
shall be engaged in the rendering of services hereunder.  In performing services
and duties for the Company,  the General  Manager shall comply with the policies
of, and be subject to the direction of, the Board.

3.       MANAGEMENT FEE AND COMPENSATION.

         (a) Base Annual Fee.  The  Company  shall pay to the General  Manager a
Base Annual Fee of $240,000. During the Management Period, the General Manager's
Base Annual Fee may be reviewed and changed;  however, the Company shall not pay
the General  Manager a Base Annual Fee less than $240,000  during the Management
Period.  Any  increase in the Base Annual Fee shall not serve to limit or reduce
any other obligation to the General Manager under this Management Agreement. The
Base Annual Fee shall be paid on a twice-per-month  basis in accordance with the
Company's annual payroll practices.

         
         (b) Annual  Bonus.  For each  calendar  year  commencing  with the year
ending  December 31, 1997, at the end of which this  Management  Agreement is in
effect:

                           (A) if the Company has net income for such year of an
                  amount equal to the target net income before taxes, determined
                  in accordance with generally accepted accounting principles in
                  the U.S. as in effect from time to time (the "Net  Income") as
                  approved  by the  Board  (or the  Executive  Committee  of the
                  Board,  if one  exists)  for such  year  (the  "Target"),  the
                  General  Manager  shall be entitled  to an Annual  Bonus in an
                  amount  equal to $240,000  (the  "Target  Bonus").  During the
                  Management Period, the Target Bonus shall be adjusted to equal
                  any increase in the General Manager's Base Annual Fee, and the
                  amounts in the  formulae  set forth below will be  accordingly
                  adjusted.

                                       -2-



 
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                           (B) if the  Company  has Net  Income for such year of
                  more than the  Target  and less than 150% of the  Target,  the
                  General  Manager  shall  be  entitled  to an  Annual  Bonus as
                  calculated below:

                  B = $240,000 + $240,000 x   (NI  -  T)
                                              __________
                                                  T

                  where:

                           B = the Annual Bonus earned in such year.

                           T  =     the Target for such year.

                           NI = the actual Net Income for such year.

                           (C) if the  Company  has Net  Income for such year of
                  150% of the  Target  or more,  the  General  Manager  shall be
                  entitled to an Annual Bonus of $360,000.

                           (D) if the  Company  has Net  Income for such year of
                  less than 50% of the Target,  the General Manager shall not be
                  entitled to an Annual Bonus.

                           (E) if the Company has Net Income for such year of at
                  least 50% of the Target but less than the Target,  the General
                  Manager  shall be  entitled to an Annual  Bonus as  calculated
                  below:

                  B = $240,000  - ($240,000  x  2  x  (T  -  NI))
                                                _________________
                                                          T

                  where:

                           B = the Annual Bonus earned in such year.

                           T  =     the Target for such year.

                           NI = the actual Net Income for such year.

         (c)  Adjustment  for Taxes.  In  addition  to the  amounts set forth in
Section 3(a) and 3(b) hereof for the Base Annual Fee and the Annual  Bonus,  the
Company  shall  pay to the  General  Manager  an  amount  equal  to the  General
Manager's Federal, state and local payroll and related taxes associated with the
General Manager's salary and bonus payments to Mr. Nedivi.

                                       -3-



 
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         (d) Asset Purchase Agreement. Notwithstanding the above, payment of the
Base Annual Fee and the Annual Bonus to the General  Manager assumes the closing
of the transactions contemplated by the Asset Purchase Agreement. Absent closing
of the transactions  contemplated by the Asset Purchase Agreement,  the terms of
this Section 3 will be  renegotiated by the parties to fairly reflect the nature
and extent of the services to be rendered by the General Manager.

4. BENEFITS.  In addition to the compensation  payable to the General Manager as
set forth in Section 3 above,  during the Management  Period Mr. Nedivi shall be
eligible to participate in all incentive,  savings,  pension, welfare (including
without limitation medical, dental, disability and salary continuance insurance)
plans,  practices,  policies and programs applicable on or after the date hereof
to employees of the Company. In addition,  the Company shall obtain and maintain
a life  insurance  policy on the life of Mr.  Nedivi in the amount of $4,000,000
with a variable annuity feature  mutually  acceptable to the General Manager and
the  Company.  The  Company  will pay the  premium on such policy for the entire
period  commencing on the date hereof and ending on the seventh  anniversary  of
the date hereof (the "Policy Period").  Until the second anniversary of the date
hereof,  the  Company  shall  own,  and shall  have the right to  designate  the
beneficiary  under,  such insurance  policy.  The General Manager shall have the
option of causing the Company to transfer  the  ownership of the policy (and the
right to designate the beneficiary thereunder) to the General Manager at no cost
to the General Manager after the second  anniversary of the date hereof (but the
Company  will  continue to pay the premium on such policy for the entire  Policy
Period).  If the  General  Manager  does not  exercise  its  option to  transfer
ownership of the policy,  upon the termination of the Policy Period, the Company
shall  transfer  the policy to the  General  Manager  at no cost to the  General
Manager.  In the event that this Management  Agreement is terminated (other than
for cause) prior to that time, the Company will transfer ownership of the policy
to the General  Manager and pay the General  Manager 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 the General Manager for
any Federal,  state or local income  taxes  associated  with the receipt of such
payment.

5.       EXPENSES.

         (a)  Relocation  Expenses.  If  Mr.  Nedivi  is  relocated  during  the
Management  Period  the  General  Manager  shall be  entitled  to  repayment  of
relocation  expenses  in an amount not greater  than  $10,000 in the case of any
move within the United  States or $20,000 in the case of any move to outside the
United States.

         (b) Other Business  Expenses.  During the Management Period the General
Manager shall be entitled to receive prompt  reimbursement  from the Company for
all reasonable  business expenses incurred by the General Manager or Mr. Nedivi,
itemized in  accordance  with the  Company's  existing  policies,  practices and
procedures.

                                       -4-



 
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6.  FRINGE BENEFITS.  During the Management Period, Mr. Nedivi shall be entitled
to all fringe benefits applicable on or after the date hereof  to  employees  of
the  Company,  including  Mr.  Nedivi's  existing  life  insurance  and  pension
arrangements.

7. VACATION.  During the Management Period, Mr. Nedivi shall be entitled to paid
vacation in accordance  with the policies and  practices  applicable on or after
the date hereof to executives of the Company,  provided that Mr. Nedivi shall be
entitled to a minimum of three weeks of paid  vacation per calendar year and all
holidays that are  prescribed by the Company's  policies and  practices.  If the
Management  Agreement  is in effect  for less  than a full  calendar  year,  the
minimum  three weeks  shall be prorated  for the period of the year in which Mr.
Nedivi served pursuant to the Management Agreement.  Vacation accrued but unused
at the end of a calendar  year may be carried over into the  following  calendar
year or years;  provided however that such accrued but unused vacation cannot be
carried over for more than two years.  All earned,  unused and accrued  vacation
will be paid to the General Manager at the termination of this Agreement.

8. OFFICE AND SUPPORT STAFF.  During the  Management  Period Mr. Nedivi shall be
entitled  to an  appropriate  office or offices and with  furnishings  and other
appointments  and with a  secretary  and  other  support  staff as are usual and
customary for the executive  officers of a corporation of comparable size to the
Company.

9. AUTOMOBILE. During the Management Period, the Company shall make available to
the General  Manager an  automobile  for use by Mr. Nedivi and shall pay for all
expenses related thereto including, without limitation, gas and insurance.

10. THE  GENERAL  MANAGER'S  OBLIGATIONS.  During  the  Management  Period,  and
excluding  any  periods  of  vacation  and sick  leave to which  Mr.  Nedivi  is
entitled, the General Manager agrees to cause Mr. Nedivi 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 General Manager.  During the Management Period
it shall not be a violation of this Management Agreement for Mr. Nedivi to serve
on corporate,  civic or charitable  boards,  deliver lectures,  fulfill speaking
engagements or teach at educational institutions or manage personal investments,
so long as such activities do not  significantly  interfere with the performance
of his duties and responsibilities hereunder on behalf of the General Manager.

11. TERMINATION.

         (a) Mutual  Agreement.  During the Management  Period,  this Management
Agreement may be terminated at any time by mutual agreement  between the Company
and  the  General  Manager  on  terms  to be  negotiated  at the  time  of  such
termination.  Any such  termination by mutual  agreement shall be evidenced by a
written document signed by the Company and the General Manager.  In the event of
a  termination  by mutual  agreement,  the  Company's  obligation to the General
Manager under this

                                       -5-



 
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Management  Agreement shall be determined by such mutual  agreement as evidenced
by a written document signed by the General Manager and the Company.

         (b) Death. This Management Agreement shall terminate automatically upon
Mr. Nedivi's death. If this Management  Agreement is terminated by reason of Mr.
Nedivi's  death,  the  Company  shall  have no  further  obligations  under this
Management Agreement, other than (i) those obligations accrued, earned or vested
as of the date of Mr.  Nedivi's  death,  (ii) that  portion of any Annual  Bonus
determined pursuant to Section 3(b) of this Management Agreement in respect of a
prior  calendar year that had been  deferred,  which amount shall be paid to the
General Manager as soon as  practicable,  and (iii) with respect to the calendar
year in which Mr. Nedivi's death occurs, in the event that an Annual Bonus would
have been  payable to the  General  Manager  pursuant  to  Section  3(b) of this
Agreement in respect of such calendar year had Mr. Nedivi not died,  the General
Manager  shall be  entitled to receive a prorated  amount of such  Annual  Bonus
based on a fraction  in which the  numerator  is the  number of days Mr.  Nedivi
continued service to the Company under this Management Agreement in the calendar
year in which Mr. Nedivi died and the denominator is 365, with such Annual Bonus
payment  to be paid in one cash lump sum paid as soon as  practicable  following
delivery of audited financial  statements for the year in which Mr. Nedivi dies.
In addition,  Mr. Nedivi's family shall be entitled to receive benefits at least
equal to the most  favorable  benefits  provided  by the  Company  to  surviving
families of  employees  of the Company  based on the terms of the benefit  plans
referenced in Section 4 of this Management Agreement as in effect on the date of
Mr. Nedivi's death.

         (c) Disability. If the Company determines in good faith that Mr. Nedivi
has a "disability"  (as defined below),  it may give the General Manager written
notice of its intention to terminate this Management  Agreement.  In such event,
this  Management  Agreement  shall  terminate  effective  on the 60th day  after
receipt by the General Manager of such notice.  No such notice of termination by
reason of disability shall be given until Mr. Nedivi has experienced a period of
three  consecutive  months of disability and the  disability is continuing.  The
notice of termination  shall not be effective if Mr. Nedivi returns to full-time
performance  of his duties prior to the  expiration of the 60-day notice period.
For purposes of this Management Agreement, "disability" shall mean a physical or
mental condition which, three months after its commencement, is determined to be
total and permanent by a physician  selected by the Company.  Mr. Nedivi and the
General Manager shall be entitled to all compensation and benefits  provided for
under this Management  Agreement  during the three-month  waiting period for the
disability  determination and during the 60-day notice of termination period. In
the event  that the  Company  provides  long-term  disability  benefits  for Mr.
Nedivi,  such benefits shall not commence until after this Management  Agreement
has been terminated and the Company has ceased paying  compensation  pursuant to
the foregoing sentence.  If this Management Agreement is terminated by reason of
Mr.  Nedivi's  disability,  this Management  Agreement  shall terminate  without
further  obligations to Mr. Nedivi or the General  Manager under this Management
Agreement,  other than (i) those obligations accrued, earned or vested as of the
date of the  termination,  (ii) that  portion  of any  Annual  Bonus  determined
pursuant to Section

                                       -6-



 
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3(b) of this  Management  Agreement in respect of a prior calendar year that had
been  deferred,  which  amount  shall be paid to the General  Manager as soon as
practicable,  and  (iii)  with  respect  to the  calendar  year  in  which  this
Management Agreement is terminated, in the event that an Annual Bonus would have
been payable to the General Manager  pursuant to Section 3(b) of this Management
Agreement in respect of such  calendar  year had this  Management  Agreement not
terminated,  the General Manager shall be entitled to a pro-rated amount of such
Annual  Bonus  based on a fraction in which (A) the  numerator  is the number of
days in the calendar year in which this Management Agreement was terminated that
Mr. Nedivi provided services to the Company under this Management  Agreement and
which  were  prior  to the  period  of  Mr.  Nedivi's  disability  and  (B)  the
denominator  is 365,  with such Annual Bonus payment to be paid in one cash lump
sum  paid  as  soon as  practicable  following  delivery  of  audited  financial
statements for the year in which this Management Agreement is terminated. In the
event Mr.  Nedivi  becomes  disabled  but returns to active  service  under this
Management  Agreement prior to the expiration of the three-month waiting period,
or prior to the  expiration of the 60-day notice of intent to terminate  period,
the General  Manager  shall be  entitled to the full amount of any Annual  Bonus
payable  pursuant to Section  3(b) of this  Agreement  in respect of the year in
which he became  disabled  without  regard to the period of  absence  due to the
disability. In addition, Mr. Nedivi and Mr. Nedivi'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 employees of the
Company based on the terms of the benefit plans  referenced in Section 4 of this
Management Agreement as in effect on the date Mr. Nedivi's disability commenced.

         (d) Voluntary  Termination or Retirement.  If Mr. Nedivi shall elect to
voluntarily  terminate his services under this Management  Agreement (other than
for "good  reason" as defined in Section  11(g)  below) or to retire  during the
Management Period, this Management  Agreement shall terminate  automatically and
the Company shall have no further  obligations to the General Manager under this
Management Agreement,  other than those obligations accrued, earned or vested as
of the  date  of the  termination  or  retirement.  In the  event  of  voluntary
termination  or early  retirement  (prior to Mr.  Nedivi's 65th  birthday),  the
General  Manager  shall be entitled to receive a pro-rated  amount of any Annual
Bonus  payable  in  respect  of the  year  of  voluntary  termination  or  early
retirement.  If Mr.  Nedivi  retires  upon  the  expiration  of this  Management
Agreement at the end of the Management  Period,  and in the event that an Annual
Bonus would have been payable to the General Manager pursuant to Section 3(b) of
this  Management  Agreement in respect of such calendar year had this Management
Agreement  not  terminated,  the General  Manager shall be entitled to receive a
pro-rated  amount of such  Annual  Bonus  based on a  fraction  in which (i) the
numerator  is the number of days in the  calendar  year in which Mr.  Nedivi was
terminated  that he  provided  services  to the  Company  under this  Management
Agreement and (ii) the  denominator is 365, with such Annual Bonus payment to be
paid on one cash  lump sum paid as soon as  practicable  following  delivery  of
audited financial  statements for the year in which this Management Agreement is
terminated.

                                       -7-



 
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         (e) Cause. During the Management Period, the Company may terminate this
Management  Agreement  for  "cause,"  as defined  below.  For  purposes  of this
Management Agreement, "cause," shall mean:

                  (i) an act or acts of personal  dishonesty taken by Mr. Nedivi
         or the General  Manager at the expense of or against the  interests  of
         the Company;

                  (ii) repeated  violations by Mr. Nedivi or the General Manager
         of the  obligations  under Section 10 of this  Agreement  which are not
         remedied  within a reasonable  period of time after  receipt of written
         notice from the Company of such violations;

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

                  (iv) the conviction of Mr. Nedivi or the General  Manager of a
         felony;

         or

                  (v) the  conviction  of Mr.  Nedivi of a  serious  misdemeanor
         involving illegal use, possession or sale of drugs, larceny,  crimes of
         violence or sex offenses.

                  (vi) the entry of a decree or order for  relief in  respect of
the General  Manager by a court  having  jurisdiction  in the  premises,  or the
appointment   of  a  receiver,   liquidator,   assignee,   custodian,   trustee,
sequestrator  (or other  similar  official)  of the  General  Manager  or of any
substantial  part of its property,  or ordering the winding up or liquidation of
its affairs, in an involuntary case under the Federal bankruptcy laws, as now or
hereafter  constituted,  or any other  applicable  Federal or state  bankruptcy,
insolvency or other similar law; the commencement against the General Manager of
an  involuntary  case under the Federal  bankruptcy  laws,  as now or  hereafter
constituted, or any other applicable Federal or state bankruptcy,  insolvency or
other similar law, and the  continuance  of any such case unstayed and in effect
for a period of 30 consecutive  days; or the commencement by the General Manager
of a  voluntary  case under the Federal  bankruptcy  laws,  as now or  hereafter
constituted, or any other applicable Federal or state bankruptcy,  insolvency or
other  similar  law, or the consent by it to the entry of an order for relief in
an involuntary  case under any such law or the consent by it to the  appointment
of or taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator  (or other  similar  official)  of the  General  Manager  or of any
substantial  part of its property,  or the making by it of a general  assignment
for the benefit of creditors, or the failure of the General Manager generally to
pay its debts as such debts become due or the taking of any corporate  action in
furtherance of the foregoing.

If this Management  Agreement is terminated for cause, this Management Agreement
shall  terminate  without  further  obligations to the General Manager or to Mr.
Nedivi under this Management  Agreement,  other than those obligations  accrued,
earned or

                                       -8-



 
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vested  as of the date of the  termination.  The  General  Manager  shall not be
entitled to any Annual Bonus in respect of the year of  termination in the event
this  Management  Agreement  is  terminated  for cause  pursuant to this Section
11(e).

         (f)  Involuntary  Termination.  If during  the  Management  Period  the
Company terminates this Management Agreement other than for reasons set forth in
Section  11(a)  through  11(e)  above,  it shall be deemed to be an  involuntary
termination  and the  Company  shall pay to the General  Manager  the  following
amounts:

                  (i) to the extent not theretofore  paid, the Company shall pay
         the Base Annual Fee through the date of such involuntary termination as
         well as that portion of any Annual Bonus determined pursuant to Section
         3(b) of this  Management  Agreement in respect of a prior calendar year
         which had been deferred;

                  (ii) the Company shall pay the General  Manager on the date of
         such  involuntary  termination an amount equal to two years of the Base
         Annual Fee;

                  (iii)  with  respect  to the  year in which  such  involuntary
         termination  occurs,  in the event that an Annual Bonus would have been
         payable  to the  General  Manager  pursuant  to  Section  3(b)  of this
         Management  Agreement  in  respect  of such  year had  this  Management
         Agreement not been terminated, the General Manager shall be entitled to
         receive a pro-rated  amount of such Annual Bonus based on a fraction in
         which (A) the  numerator is the number of days in the calendar  year in
         which this  Management  Agreement  terminated  that Mr. Nedivi provided
         services to the Company  under this  Management  Agreement  and (B) the
         denominator  is 365,  which such Annual Bonus payment to be paid in one
         cash lump sum paid as soon as practicable following delivery of audited
         financial statements for the year in which this Management Agreement is
         involuntarily terminated; and

                  (iv) the Company  shall pay in one cash lump sum any  vacation
         days  accrued  but  unused as of the date of Mr.  Nedivi's  involuntary
         termination.

         (g) Good Reason.  During the Management Period, the General Manager may
terminate  this  Management  Agreement for "good reason" as defined  below.  For
purposes of this Management Agreement, "good reason" shall mean:

                  (i)  the  assignment  to the  General  Manager  of any  duties
         inconsistent   in  any   respect   with  the   position,   duties   and
         responsibilities  as set  forth  in  Section  2(a) of  this  Management
         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 General
         Manager;

                                       -9-



 
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                  (ii) any  failure  by the  Company  to comply  with any of the
         provisions  of  Sections  3  through  8 of  this  Management  Agreement
         regarding the management fee, compensation,  benefits, expenses, fringe
         benefits,   vacation  and  office   staff,   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 General Manager;

                  (iii) the  Company's  requiring  Mr. Nedivi to be based at any
         office  or  location  other  than the  address  set  forth in the first
         paragraph of this Management  Agreement,  except for travel  reasonably
         required in the performance of his responsibilities; or

                  (iv) any  failure by the  Company to comply  with and  satisfy
         Section 18 of this Management Agreement with respect to successors.

In the event that the General Manager  terminates this Management  Agreement for
good  reason  as  defined  in this  Section  11(g),  it shall be deemed to be an
"involuntary  termination"  as set forth in Section  11(f) above and the General
Manager shall be entitled to all payments and  obligations set forth in Sections
11(f)(i)  through  11(f)(iv) of this Management  Agreement as if this Management
Agreement had been involuntarily terminated.

12. NOTICE OF  TERMINATION.  Any termination by the Company for any reason or by
the General  Manager for any reason shall be  communicated  by a written  notice
which  indicates  (i) the  specific  termination  provision  in this  Management
Agreement  relied upon,  (ii) the facts and  circumstances  claimed to provide a
basis for such termination, and (iii) the date of termination.

13.  NON-EXCLUSIVITY  OF RIGHTS.  Nothing  in this  Management  Agreement  shall
prevent or limit Mr. Nedivi's continuing or future participation in any benefit,
bonus, incentive or other plans, programs, policies or practices provided by the
Company and for which Mr. Nedivi may otherwise qualify. Amounts which are vested
benefits or which Mr.  Nedivi is otherwise  entitled to receive  under any plan,
policy,  practice or program of the Company at or subsequent to the  termination
of this  Management  Agreement  shall be payable in  accordance  with such plan,
policy, practice or program.

14. 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 General  Manager,  Mr.  Nedivi or
others.  In no event shall Mr.  Nedivi be obligated to seek other  employment or
take any other action by way of mitigation of the amounts payable to the General
Manager under any of the provisions of this Management Agreement.  In connection
with any contest by the Company or others of the validity or enforceability  of,
or liability  under,  any  provision of this  Management  Agreement in which the
General Manager is ultimately successful, the Company agrees to pay, to the full
extent permitted by law, all reasonable legal fees

                                      -10-



 
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and expenses,  as incurred by the Company,  the General Manager,  Mr. Nedivi and
others,  which the General Manager may reasonably  incur as a result of any such
contest.

15.      CONFIDENTIALITY.

         (a) The General  Manager shall hold, and cause Mr. Nedivi to 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 General  Manager or Mr. Nedivi during the
Management  Period and which shall not be or become public knowledge (other than
by acts by the General  Manager or Mr.  Nedivi in violation  of this  Management
Agreement).  Notwithstanding  the foregoing,  the General Manager and Mr. Nedivi
may  disclose any such  information  if such  information  is compelled by legal
process,  provided that if the General Manager or Mr. Nedivi is so compelled, it
or he  shall  provide  the  Company  with  prompt  notice  so that it may seek a
protective  order or other  remedy.  In any event,  the General  Manager and Mr.
Nedivi shall furnish only that portion of the  confidential  information that is
legally required to be disclosed.

         (b) In the event that the General  Manager or Mr.  Nedivi  breaches any
provision of this Section 15, any payments or other benefits promised under this
Management  Agreement  shall be  forfeited.  In addition,  the Company  shall be
entitled  to apply to any  court of  competent  jurisdiction  for an  injunction
restraining the General Manager and Mr. Nedivi from committing or continuing any
violation of this Management Agreement.

16.  NON-COMPETITION.  The General Manager agrees, and shall cause Mr. Nedivi to
agree,  that during the Management Period and for three years thereafter (or, if
the General Manager  terminates this Management  Agreement for good reason or is
terminated  involuntarily,  only during the Management  Period),  they will not,
within the continental  United States,  Israel,  Ireland or any other country in
which the Company has operations,  directly or indirectly, engage or participate
or make any financial investments in or become employed by or render advisory or
other services to or for any person, firm or corporation,  or in connection with
any  business  activity,  other than that of the Company  and its  subsidiaries,
directly or indirectly  in  competition  with any of the business  operations or
activities of the Company and its subsidiaries as of the date in question or, if
later, as of the date of termination of this Management Agreement,  whether such
companies  are  presently  existing  or  hereafter   acquired.   Nothing  herein
contained, however, shall restrict the General Manager or Mr. Nedivi 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,  so long as such
investment  does not give either of them 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-



 
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17.  RESTRICTIONS  ON  SOLICITATION.  The General Manager agrees that during the
Management Period and for three years thereafter, it will not, and it will cause
Mr. Nedivi not to:

                  (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 the term of this  Management  Agreement  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  neither the General  Manager  nor Mr.  Nedivi  shall
         approach  any such  customer for such purpose or authorize or knowingly
         approve the taking of such actions by any other  person;  provided that
         if the General Manager  terminates  this Management  Agreement for good
         reason or this Management Agreement is terminated  involuntarily,  then
         this subsection (iv) shall not apply.

18. SUCCESSORS. This Management Agreement is personal to the General Manager and
Mr.  Nedivi and without the prior  written  consent of the Company  shall not be
assignable by either of them  otherwise  than by will or the laws of descent and
distribution.  This  Management  Agreement  shall inure to the benefit of and be
enforceable by the legal representatives of Mr. Nedivi and the successors of the
General Manager.  This Management Agreement shall inure to the benefit of and be
binding  upon the Company  and its  successors  and  assigns.  The Company  will
require  any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of the Company to assume  expressly and agree to perform this  Management
Agreement  in the same manner and to the same  extent that the Company  would be
required to perform if no such  succession had taken place.  The General Manager
will require any successor  (whether  direct or indirect,  by purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of the  General  Manager to assume  expressly  and agree to perform  this
Management  Agreement in the same manner and to the same extent that the General
Manager would be required to perform if no such  succession had taken place.  As
used in this Management  Agreement,  "Company" shall mean the Company as defined
herein and any successor to its business and/or assets

                                      -12-


 
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as  aforesaid  which  assumes this  Management  Agreement by operation of law or
otherwise.

19. BINDING  ARBITRATION.  In the event that the Company and the General Manager
cannot agree on an interpretation of any provision of this Management Agreement,
or in the event that the Company fails to make any payments or otherwise fulfill
any obligations required by the terms of this Management Agreement,  the Company
and the  General  Manager  agree to resolve  any such  dispute  through  binding
arbitration. Any request for such arbitration shall be served on the other party
by written notice.  The parties shall agree upon and select an arbitrator within
20 days after written demand is made by either party for such  arbitration.  The
arbitrator  shall set a time for  hearing  within 60 days of his/her  selection.
Each  party  shall have an  opportunity  to  present  evidence  on the issues in
dispute before the arbitrator and each party may be represented by legal counsel
if either so  desires.  The  decision  of the  arbitrator  shall be  rendered in
writing to both parties within 30 days of the close of the hearing. The decision
of the arbitrator shall be final and binding upon both parties.  Any legal fees,
expenses  or other costs  incurred  by the  Company  and the General  Manager in
connection with such arbitration shall be borne by the Company.

20.      INDEMNIFICATION.

         (a) If the General  Manager or Mr.  Nedivi acted in good faith and in a
manner  it or he  reasonably  believed  to be in or  not  opposed  to  the  best
interests  of  the  Company,  and  the  General  Manager  or Mr.  Nedivi  had no
reasonable  cause to believe that its or his conduct was unlawful or detrimental
to the  Company,  the Company  shall  indemnify  and hold  harmless  the General
Manager and its successors and Mr. Nedivi and his legal representatives from and
against any and all claims, losses, liabilities, damages, costs, demands, causes
of  action  (whether  legal,  equitable,  administrative,  civil  or  criminal),
judgments,  settlements  (subject to the last sentence of paragraph (c) hereof),
fines,  court  costs  and  other  expenses  of any  kind or  nature  whatsoever,
including, without limitation,  attorneys' fees and disbursements (collectively,
"Losses"),  which may be threatened against, incurred or suffered by the General
Manager  or  its  successors  or Mr.  Nedivi  or his  legal  representatives  in
connection  with,  relating to or arising out of,  directly or  indirectly,  the
General Manager's or Mr. Nedivi's  performance,  duties and responsibilities to,
for and on behalf of,  the  Company,  including,  without  limitation,  (i) this
Management  Agreement and all actions or omissions taken thereunder and (ii) any
acts,  omissions  or  alleged  acts  or  omissions  arising  out of the  General
Manager's or Mr. Nedivi's  activities on behalf of the Company or in furtherance
of the interests of the Company.

         (b)  Exception.  Notwithstanding  anything  contained  herein or in the
By-Laws of the Company,  the Company  shall have no  obligation to indemnify the
General Manager or Mr. Nedivi if the Loss incurred by the General Manager or Mr.
Nedivi (i) arises out of an action brought  directly by the Company  against the
General  Manager or Mr.  Nedivi or (ii)  arises,  directly or  indirectly,  as a
result of this Management

                                      -13-



 
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Agreement being terminated for cause (as such term is defined in this Management
Agreement).

         (c)  Notification  of Claim.  Promptly  after receipt by the Company of
notice of any claim against the General  Manager or Mr. Nedivi pursuant to which
the General  Manager or Mr. Nedivi is entitled to  indemnification,  the Company
shall  have the  right to  assume  the  defense  of such  claim,  including  the
employment of counsel of its choice. Although the General Manager and Mr. Nedivi
shall have the right to employ its or his own counsel,  the fees and expenses of
such counsel shall be at the expense of the General  Manager or Mr.  Nedivi,  as
the case may be. The Company shall not be liable for any settlement of any claim
or action effected without its written  consent,  provided that such consent was
not unreasonably withheld.

         (d) Payment of Indemnity Amounts. The Company agrees to pay all amounts
payable in respect of Losses  immediately  upon its receipt of a statement  with
respect  thereto  rendered by the General  Manager or Mr. Nedivi,  together with
appropriate supporting documentation thereof. It is the express intention of the
parties  hereto that all such amounts  shall be paid by the Company on or before
the date payment  thereof is due,  and that neither the General  Manager nor Mr.
Nedivi shall be required at any time to bear any costs or expenses on account of
Losses.

21.      MISCELLANEOUS.

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

         (b) The  captions  in this  Management  Agreement  are not  part of the
provisions hereof and shall have no force or effect.  This Management  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 and other communications  hereunder shall be in writing
and shall be given by hand  delivery  to the  other  party or by  registered  or
certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the General Manager:                       If to the Company:
-------------------------                        ------------------
East Shore Ventures, Inc.                        Kellstrom Industries, Inc.
14000 N.W. 4th Street                            14000 N.W. 4th Street
Sunrise, Florida  33325                          Sunrise, Florida  33325

Attn: Zivi R. Nedivi                             Attn: John Gleason

                                      -14-



 
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or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

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

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

         (f) This Management Agreement supersedes the prior employment agreement
between the Company and Mr. Nedivi, dated June 9, 1995, as amended, and contains
the entire  understanding of the Company and the General Manager with respect to
the subject matter hereof.

         IN WITNESS  WHEREOF,  this  Management  Agreement has been executed and
delivered on the date first above written by the undersigned.

                                                     KELLSTROM INDUSTRIES, INC.


                                                     By:-----------------------
                                                        Name:
                                                        Title:

                                                     EAST SHORE VENTURES, INC.

                                                     By:-----------------------
                                                        Zivi R. Nedivi 
                                                        President

                                      -15-

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