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                                AMENDMENT NO. 1
                                       TO
                          SECURITIES PURCHASE AGREEMENT

         AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT ("Amendment") dated as
of February  14, 1997,  by and between  KELLSTROM  INDUSTRIES,  INC., a Delaware
corporation,  having its  executive  office at 14000 N.W.  4th Street,  Sunrise,
Florida  33325 (the  "Company")  and the purchaser  named on the signature  page
hereto (the "Purchaser").

                                    RECITALS
                                    --------
         WHEREAS,  the  Company  and the  Purchaser  entered  into a  Securities
Purchase  Agreement,  dated as of January  15,  1997 (the  "Securities  Purchase
Agreement"),  pursuant to which,  among other things,  the Company issued to the
Purchaser  an aggregate of  $15,000,000  principal  amount of its 11 3/4% Senior
Subordinated Notes (the "Notes");

         WHEREAS, pursuant to the Securities Purchase Agreement, the Company has
issued to the Purchaser  warrants (the "Warrants") to purchase 305,660 shares of
the Company's common stock, par value $.001 per share (the "Common Stock"); and

         WHEREAS, the Company and the Purchaser desire to amend the Securities
Purchase Agreement as set forth herein;

         NOW, THEREFORE, the Company and the Purchaser hereby agree as follows:

     1. Section 11.3(g) of the Securities Purchase Agreement is hereby amended
to read in its entirety as follows:

                  (g)  advances  for  payroll,  relocation,   travel  and  other
                  employee-related  expenses  incurred in the ordinary course of
                  business not to exceed, in the aggregate, $150,000 at any time
                  outstanding;  and  loans  to  officers  and  directors  of the
                  Company  for any  purpose  not to  exceed,  in the  aggregate,
                  $750,000  at any  time  outstanding,  at any  time  after  the
                  Company  shall have given  notice to the holders of its Common
                  Stock Purchase  Warrants (the "Publicly  Traded  Warrants") of
                  its intention to redeem all of the outstanding Publicly Traded
                  Warrants;



 

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     2. Section 11.6 of the Securities  Purchase  Agreement is hereby amended to
read in its entirety as follows:

                  11.6. Transactions with Affiliates.  The Company will not, and
                  will not permit any  Subsidiary  to,  directly or  indirectly,
                  engage in any transaction  (or series of related  transaction)
                  including,  without limitation, the purchase, sale or exchange
                  of assets or the rendering of any service,  with any Affiliate
                  of the Company,  except in the ordinary course of and pursuant
                  to the  reasonable  requirements  of  the  Company's  or  such
                  Subsidiary's  business and upon fair and reasonable terms that
                  are no less  favorable to the Company or such  Subsidiary,  as
                  the case may be, than those which  might be  obtained,  in the
                  good  faith  judgment  of  the  Company,  in an  arm's  length
                  transaction at the time from Persons which are not Affiliates.
                  In  the  case  of  any  such  transaction  with  an  Affiliate
                  involving aggregate  consideration in excess of $500,000,  the
                  Company  shall  deliver to each  holder of Notes an  Officer's
                  Certificate  certifying  that such  transaction  complies with
                  this  Section  11.6;  and in the case of any such  transaction
                  with an Affiliate involving aggregate  consideration in excess
                  of $2,000,000, (a) the Company shall deliver to each holder of
                  Notes a favorable opinion as to the fairness to the Company or
                  such Subsidiary of such  transaction from a financial point of
                  view,  issued by an investment  banking or accounting  firm of
                  national  standing  and (b) such  transaction  shall have been
                  approved  by  the  Audit   Committee   of  the  Board  or,  if
                  appropriate,  the entire Board.  The restriction  contained in
                  this Section 11.6 shall not apply to (i) transactions  between
                  the  Company  and  a   Wholly-Owned   Subsidiary   or  between
                  Wholly-Owned  Subsidiaries,  (ii)  employment  arrangements or
                  advisory   fees  for  officers  and   directors  who  are  not
                  otherwise,   by   virtue   of   stock   ownership   or   other
                  circumstances,  Affiliates of the Company,  (iii) the purchase
                  of inventory (including without limitation, the purchase sale,
                  lease  or  exchange  of any  assets  or the  rendering  of any
                  service),  in each case in the ordinary course of business and
                  (iv) loans permitted by Section 11.3(g) above.

         3.   Other than as set forth in this Amendment, the Securities Purchase
Agreement, the Notes and the Warrants shall remain in full force and effect.

         4. This Amendment may be executed in two or more counterparts,  each of
which shall be deemed an original but all of which shall together constitute one
and the same instrument.

         5. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW).

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         IN WITNESS  WHEREOF,  the  Company and the  Purchaser  have caused this
Amendment to be executed by their duly authorized  officers as of the date first
written above.

                                      KELLSTROM INDUSTRIES, INC.

                                      By:
                                          --------------------------------
                                      Name:    John S. Gleason
                                      Title:   Executive Vice President and CFO

                                      THE EQUITABLE LIFE ASSURANCE
                                      SOCIETY OF THE UNITED STATES

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


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