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                KELLSTROM INDUSTRIES, INC. 1997 STOCK OPTION PLAN


1. PURPOSE OF THE PLAN. The purpose of the Kellstrom Industries, Inc. 1997 Stock
Option Plan (the "Plan") is to promote the interests of Kellstrom Industries,
Inc., a Delaware corporation (the "Company"), and its stockholders by
strengthening the Company's ability to attract and retain competent employees,
to make service on the Board of Directors of the Company (the "Board") more
attractive to present and prospective non-employee directors of the Company and
to provide a means to encourage stock ownership and proprietary interest in the
Company by officers, non-employee directors and valued employees and other
individuals upon whose judgment, initiative and efforts the financial success
and growth of the Company largely depend. The Plan became effective on October
27, 1997, by resolution of the Board, subject to ratification of the Plan by a
majority vote of the stockholders of the Company at its 1998 Annual Meeting of
Stockholders.

2. STOCK SUBJECT TO THE PLAN. (a) The total number of shares of the authorized
but unissued or treasury shares of the Common Stock, $.001 par value per share,
of the Company ("Common Stock") for which options may be granted under the Plan
shall be 600,000, which shares may be of any class of Common Stock; provided,
however, that such number of shares may from time to time be reduced to the
extent that a corresponding number of issued and outstanding shares of Common
Stock are purchased by the Company and set aside for issue upon the exercise of
options.

        (b) If an option granted or assumed hereunder shall expire or terminate
for any reason without having been exercised in full, the unpurchased shares
subject thereto shall again be available for subsequent option grants under the
Plan.

        (c) Stock issuable upon exercise of an option granted under the Plan may
be subject to such restrictions on transfer, repurchase rights or other
restrictions as shall be determined by the Board.

3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Board. No
member of the Board shall act upon any matter exclusively affecting an option
granted or to be granted to himself or herself under the Plan. A majority of the
members of the Board shall constitute a quorum, and any action may be taken by a
majority of those present and voting at any meeting. The decision of the Board
as to all questions of interpretation and application of the Plan shall be
final, binding and conclusive on all persons. The Board may, in its sole
discretion, grant options to purchase shares of Common Stock and issue shares
upon exercise of such options, as provided in the Plan. The Board shall have
authority, subject to the express provisions of the Plan, to construe the
respective option agreements and the Plan, to prescribe, amend and rescind rules
and regulations relating to the Plan, to determine the terms and provisions of
the respective option agreements, which may but need not be identical, and to
make all other determinations in the judgment of the Board necessary or
desirable for the administration of the Plan. The Board may correct any defect
or supply any omission or reconcile any inconsistency in the Plan or in any
option agreement in the manner and to the extent it shall deem expedient to
carry the Plan into effect and shall be the sole and final judge of such
expediency. No director shall be liable for any



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action or determination made in good faith. The Board may, in its discretion,
delegate its power, duties and responsibilities to a committee, consisting of
two or more members of the Board. If a committee is so appointed, all references
to the Board herein shall mean and relate to such committee, unless the context
otherwise requires.

4. TYPE OF OPTIONS. Options granted pursuant to the Plan shall be authorized by
action of the Board (or a committee designated by the Board) and may be
designated as either incentive stock options meeting the requirements of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
non-qualified options which are not intended to meet the requirements of Section
422 of the Code, the designation to be in the sole discretion of the Board.
Options designated as incentive stock options that fail to continue to meet the
requirements of Section 422 of the Code shall be redesignated as non-qualified
options automatically on the date of such failure to continue to meet the
requirements of Section 422 of the Code without further action by the Board.

5. ELIGIBILITY. Options designated as incentive stock options may be granted
only to officers and key employees of the Company or of any subsidiary
corporation (herein called "subsidiary" or "subsidiaries"), as defined in
Section 424 of the Code and the Treasury Regulations promulgated thereunder (the
"Regulations). Directors who are not otherwise employees of the Company or a
subsidiary shall not be eligible to be granted incentive stock options pursuant
to the Plan. Options designated as nonqualified options may be granted to (i)
officers and key employees of the Company or of any of its subsidiaries, or (ii)
agents and directors of and consultants to the Company, whether or not otherwise
employees of the Company.

        In determining the eligibility of an individual to be granted an option,
as well as in determining the number of shares to be optioned to any individual,
the Board shall take into account the recommendation of the Company's Chairman,
the position and responsibilities of the individual being considered, the nature
and value to the Company or its subsidiaries of his or her service and
accomplishments, his or her present and potential contribution to the success of
the Company or its subsidiaries, and such other factors as the Board may deem
relevant.

6. RESTRICTIONS ON INCENTIVE STOCK OPTIONS. Incentive stock options (but not
non-qualified options) granted under this Plan shall be subject to the following
restrictions:

        (a) Limitation on Number of Shares. The aggregate fair market value of
the shares of Common Stock with respect to which incentive stock options are
granted, determined as of the date the incentive stock options are granted,
exercisable for the first time by an individual during any calendar year shall
not exceed $100,000. If an incentive stock option is granted pursuant to which
the aggregate fair market value of shares with respect to which it first becomes
exercisable in any calendar year by an individual exceeds such $100,000
limitation, the portion of such option which is in excess of the $100,000
limitation, and any such options issued subsequently in the same calendar year,
shall be treated as a non-qualified option pursuant to Section 422(d)(1) of the
Code. In the event that an individual is eligible to participate in any other
stock option plan of the Company or any parent or subsidiary of the Company
which is also intended to comply with the

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provisions of Section 422 of the Code, such $100,000 limitation shall apply
to the aggregate number of shares for which incentive stock options may be
granted under this Plan and all such other plans.

        (b) Ten Percent (10%) Stockholder. If any employee to whom an incentive
stock option is granted pursuant to the provisions of this Plan is on the date
of grant the owner of stock (as determined under Section 424(d) of the Code)
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any parent or subsidiary of the Company, then the
following special provisions shall be applicable to the incentive stock options
granted to such individual:

               (i) The option price per share subject to such incentive stock
options shall be not less than 110% of the fair market value of the stock
determined at the time such option was granted. In determining the fair market
value under this clause (i), the provisions of Section 8 hereof shall apply.

               (ii) The incentive stock option shall have a term expiring not
more than five (5) years from the date of the granting thereof.

7. OPTION AGREEMENT. Each option shall be evidenced by an agreement (the
"Agreement") duly executed on behalf of the Company and by the grantee to whom
such option is granted, which Agreement shall comply with and be subject to the
terms and conditions of the Plan. The Agreement may contain such other terms,
provisions and conditions which are not inconsistent with the Plan as may be
determined by the Board, provided that options designated as incentive stock
options shall meet all of the conditions for incentive stock options as defined
in Section 422 of the Code. No option shall be granted within the meaning of the
Plan and no purported grant of any option shall be effective until the Agreement
shall have been duly executed on behalf of the Company and the optionee. More
than one option may be granted to an individual.

8. OPTION PRICE. (a) The option price or prices of shares of Common Stock for
options designated as non-qualified stock options shall be as determined by the
Board.

        (b) Subject to the conditions set forth in Section 6(b) hereof, the
option price or prices of shares of Common Stock for options designated as
incentive stock options shall be at least the fair market value of such Common
Stock at the time the option is granted as determined by the Board in accordance
with clause (c) below.

        (c) If the Common Stock is then listed on any national securities
exchange, the fair market value shall be the mean between the high and low sales
prices, if any, on the largest such exchange on the date of the grant of the
option or, if none, shall be determined by taking a weighted average of the
means between the highest and lowest sales on the nearest date before and the
nearest date after the date of grant in accordance with Regulations Section
25.2512-2. If the Common Stock is not then listed on any such exchange, the fair
market value shall be the mean

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between the closing "Bid" and the closing "Ask" prices, if any, as reported in
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") for the date of the grant of the option, or, if none, shall be
determined by taking a weighted average of the means between the highest and
lowest sales on the nearest date before and the nearest date after the date of
grant in accordance with Regulations Section 25.2512-2. If the Common Stock is
not then either listed on any such exchange or quoted in NASDAQ, the fair market
value shall be the mean between the average of the "Bid" prices, if any, as
reported in the National Daily Quotation Service for the date of the grant of
the option, or, if none, shall be determined by taking a weighted average of the
means between the highest and lowest sales on the nearest date before and the
nearest date after the date of grant in accordance with Regulations Section
25.2512-2. If the fair market value of the Common Stock cannot be determined
under the preceding three sentences, it shall be determined in good faith by the
Board in accordance with the Regulations promulgated under Section 422 of the
Code.

9. MANNER OF PAYMENT; MANNER OF EXERCISE. (a) Options granted under the Plan may
provide for the payment of the exercise price by delivery of (i) cash or a check
payable to the order of the Company in an amount equal to the exercise price of
such options, (ii) shares of Common Stock owned by the optionee having a fair
market value equal in amount to the exercise price of such options, or (iii) any
combination of (i) and (ii); provided, however, that payment of the exercise
price by delivery of shares of Common Stock owned by such optionee may be made
only upon the condition that such payment does not result in a charge to
earnings for financial accounting purposes as determined by the Board, unless
such condition is waived by the Board. The fair market value of any shares of
Common Stock which may be delivered upon exercise of an option shall be
determined by the Board in accordance with Section 8 hereof.

        (b) To the extent that the right to purchase shares under an option has
accrued and is in effect, options may be exercised in full at one time or in
part from time to time, by giving written notice, signed by the person or
persons exercising the option, to the Company, stating the number of shares with
respect to which the option is being exercised, accompanied by payment in full
for such shares as provided in subparagraph (a) above. Upon such exercise,
delivery of a certificate for paid-up non-assessable shares shall be made at the
principal office of the Company to the person or persons exercising the option
at such time, during ordinary business hours, after three (3) days but not more
than ninety (90) days from the date of receipt of the notice by the Company, as
shall be designated in such notice, or at such time, place and manner as may be
agreed upon by the Company and the person or persons exercising the option.

10. EXERCISE OF OPTIONS. Each option granted under the Plan shall, subject to
Section 11(b) hereof, be exercisable at such time or times and during such
period as shall be set forth in the Agreement; provided, however, that no option
granted under the Plan shall have a term in excess of ten (10) years from the
date of grant. To the extent that an option is not exercised when it becomes
initially exercisable, it shall not expire but shall be carried forward and
shall be exercisable, on a cumulative basis, until the expiration of the
exercise period. No partial exercise may be made for less than one hundred (100)
full shares of Common Stock.

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11. TERM OF OPTIONS; EXERCISABILITY.

        (a) Term. (i) Each option shall expire not more than ten (10) years from
the date of the granting thereof, except as (a) otherwise provided pursuant to
the provisions of Section 6(b) hereof, and (b) earlier termination as herein
provided.

               (ii) Except as otherwise provided in this Section 11, an option
granted to any grantee who ceases to perform services for the Company or one of
its subsidiaries shall terminate three months after the date such grantee ceases
to perform services for the Company or one of its subsidiaries, or on the date
on which the option expires by its terms, whichever occurs first.

               (iii) If the grantee ceases to perform services for the Company
because of dismissal for cause or because the grantee is in breach of any
employment agreement, such option will terminate on the date the grantee ceases
to perform services for the Company or one of its subsidiaries.

               (iv) If the grantee ceases to perform services for the Company
because the grantee has become permanently disabled (within the meaning of
Section 22(e)(3) of the Code), such option shall terminate twelve months after
the date such grantee ceases to perform services for the Company, or on the date
on which the option expires by its terms, whichever occurs first.

               (v) In the event of the death of any grantee, any option granted
to such grantee shall terminate twelve months after the date of death, or on the
date on which the option expires by its terms, whichever occurs first.

        (b) Exercisability. (i) Except as provided below, an option granted to a
grantee who ceases to perform services for the Company or one of its
subsidiaries shall be exercisable only to the extent that such option has
accrued and is in effect on the date such grantee ceases to perform services for
the Company or one of its subsidiaries.

               (ii) An option granted to a grantee who ceases to perform
services for the Company or one of its subsidiaries because he or she has become
permanently disabled (as defined above) shall be exercisable with respect to the
full number of shares covered thereby, whether or not under the provisions of
Section 10 hereof the grantee was entitled to do so at the date he or she became
permanently disabled, and may be exercised by a legal representative on behalf
of the grantee.

               (iii) In the event of the death of any grantee, the option
granted to such grantee may be exercised with respect to the full number of
shares covered thereby, whether or not under the provisions of Section 10 hereof
the grantee was entitled to do so at the date of his or her death, by the estate
of such grantee, or by any person or persons who acquired the right to exercise
such option by bequest or inheritance or by reason of the death of such grantee.

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12. OPTIONS NOT TRANSFERABLE. The right of any grantee to exercise any option
granted to him or her shall not be assignable or transferable by such grantee
other than by will or the laws of descent, and any such option shall be
exercisable during the lifetime of such grantee only by him. Any option granted
under the Plan shall be null and void and without effect upon the bankruptcy of
the grantee to whom the option is granted, or upon any attempted assignment or
transfer except as herein provided, including without limitation, any purported
assignment, whether voluntary or by operation of law, pledge, hypothecation or
other disposition, attachment, trustee process or similar process, whether legal
or equitable, upon such option.

13. RECAPITALIZATION, REORGANIZATION AND THE LIKE. In the event that the
outstanding shares of Common Stock are changed into or exchanged for a different
number or kind of shares or other securities of the Company or of another
corporation by reason of any reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination of shares, or
dividends payable in capital stock, appropriate adjustment shall be made in
accordance with Section 424(a) of the Code in the number and kind of shares as
to which options may be granted under the Plan and as to which outstanding
options or portions thereof then unexercised shall be exercisable, to the end
that the proportionate interest of the grantee shall be maintained as before the
occurrence of such event; such adjustment in outstanding options shall be made
without change in the total price applicable to the unexercised portion of such
options and with a corresponding adjustment in the exercise price per share.

        In addition, unless otherwise determined by the Board in its sole
discretion, in the case of any (i) sale or conveyance to another entity of all
or substantially all of the property and assets of the Company or (ii) Change in
Control (as hereinafter defined) of the Company, the purchaser(s) of the
Company's assets or stock may, in his, her or its discretion, deliver to the
optionee the same kind of consideration that is delivered to the stockholders of
the Company as a result of such sale, conveyance or Change in Control, or the
Board may cancel all outstanding options in exchange for consideration in cash
or in kind which consideration in both cases shall be equal in value to the
value of those shares of stock or other securities the optionee would have
received had the option been exercised (to the extent then exercisable) and no
disposition of the shares acquired upon such exercise been made prior to such
sale, conveyance or Change in Control, less the exercise price therefor. Upon
receipt of such consideration, the options shall immediately terminate and be of
no further force and effect. The value of the stock or other securities the
grantee would have received if the option had been exercised shall be determined
in good faith by the Board, and in the case of shares of Common Stock, in
accordance with the provisions of Section 8 hereof.

        The Board shall also have the power and right to accelerate the
exercisability of any options, notwithstanding any limitations in this Plan or
in the Agreement upon such a sale, conveyance or Change in Control. Upon such
acceleration, any options or portion thereof originally designated as incentive
stock options that no longer qualify as incentive stock options under Section
422 of the Code as a result of such acceleration shall be redesignated as non
qualified stock options.

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        A "Change in Control" shall be deemed to have occurred if any person, or
any two or more persons acting as a group, and all affiliates of such person or
persons, who prior to such time owned less than fifty percent (50%) of the then
outstanding Common Stock, shall acquire such additional shares of Common Stock
in one or more transactions, or series of transactions, such that following such
transaction or transactions, such person or group and affiliates beneficially
own fifty percent (50%) or more of the Common Stock outstanding.

        If by reason of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization, or liquidation, the Board shall
authorize the issuance or assumption of a stock option or stock options in a
transaction to which Section 424(a) of the Code applies, then, notwithstanding
any other provision of the Plan, the Board may grant an option or options upon
such terms and conditions as it may deem appropriate for the purpose of
assumption of the old option, or substitution of a new option for the old
option, in conformity with the provisions of such Section 424(a) of the Code and
the Regulations thereunder, and any such option shall not reduce the number of
shares otherwise available for issuance under the Plan.

        No fraction of a share shall be purchasable or deliverable upon the
exercise of any option, but in the event any adjustment hereunder in the number
of shares covered by the option shall cause such number to include a fraction of
a share, such fraction shall be adjusted to the nearest smaller whole number of
shares.

14. NO SPECIAL EMPLOYMENT RIGHTS. Nothing contained in the Plan or in any option
granted under the Plan shall confer upon any grantee any right with respect to
the continuation of his or her employment by the Company (or any subsidiary) or
interfere in any way with the right of the Company (or any subsidiary), subject
to the terms of any separate employment agreement to the contrary, at any time
to terminate such employment or to increase or decrease the compensation of the
grantee from the rate in existence at the time of the grant of an option.
Whether an authorized leave of absence, or absence in military or government
service, shall constitute termination of employment shall be determined in
accordance with Regulations Section 1.421-7(h)(2).

15. WITHHOLDING. The Company's obligation to deliver shares upon the exercise of
any non-qualified option granted under the Plan shall be subject to the option
holder's satisfaction of all applicable Federal, state and local income and
employment tax withholding requirements. The Company and optionee may agree to
withhold shares of Common Stock purchased upon exercise of an option to satisfy
the above-mentioned withholding requirements; provided, however, that no such
agreement may be made by a grantee who is an "officer" or "director" within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), except pursuant to a standing election to so withhold shares of
Common Stock purchased upon exercise of an option, such election to be made not
less than six months prior to such exercise and which election may be revoked
only upon six months prior written notice.

16. RESTRICTIONS ON ISSUANCE OF SHARES. (a) Notwithstanding the provisions of
Section 9

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hereof, the Company may delay the issuance of shares covered by the exercise of
an option and the delivery of a certificate for such shares until one of the
following conditions shall be satisfied:

               (i) The shares with respect to which such option has been
exercised are at the time of the issue of such shares effectively registered or
qualified under applicable Federal and state securities acts now in force or as
hereafter amended; or

               (ii) Counsel for the Company shall have given an opinion, which
opinion shall not be unreasonably conditioned or withheld, that such shares are
exempt from registration and qualification under applicable Federal and state
securities acts now in force or as hereafter amended.

        (b) It is intended that all exercises of options shall be effective, and
the Company shall use its best efforts to bring about compliance with the above
conditions, within a reasonable time, except that the Company shall be under no
obligation to qualify shares or to cause a registration statement or a
post-effective amendment to any registration statement to be prepared for the
purpose of covering the issue of shares in respect of which any option may be
exercised, except as otherwise agreed to by the Company in writing.

17. PURCHASE FOR INVESTMENT; RIGHTS OF HOLDER ON SUBSEQUENT REGISTRATION. Unless
the shares to be issued upon exercise of an option granted under the Plan have
been effectively registered under the Securities Act of 1933, as amended (the
"1933 Act"), the Company shall be under no obligation to issue any shares
covered by any option unless the person who exercises such option, in whole or
in part, shall give a written representation and undertaking to the Company
which is satisfactory in form and scope to counsel for the Company and upon
which, in the opinion of such counsel, the Company may reasonably rely, that he
or she is acquiring the shares issued pursuant to such exercise of the option
for his or her own account as an investment and not with a view to, or for sale
in connection with, the distribution of any such shares, and that he or she will
make no transfer of the same except in compliance with any rules and regulations
in force at the time of such transfer under the 1933 Act, or any other
applicable law, and that if shares are issued without such registration, a
legend to this effect may be endorsed upon the securities so issued.

        In the event that the Company shall, nevertheless, deem it necessary or
desirable to register under the 1933 Act or other applicable statutes any shares
with respect to which an option shall have been exercised, or to qualify any
such shares for exception from the 1933 Act or other applicable statutes, then
the Company may take such action and may require from each grantee such
information in writing for use in any registration statement, supplementary
registration statement, prospectus, preliminary prospectus or offering circular
as is reasonably necessary for such purpose and may require reasonable indemnity
to the Company and its officers and directors from such holder against all
losses, claims, damages and liabilities arising from such use of the information
so furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.

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18. LOANS. At the discretion of the Board, the Company may loan to the optionee
some or all of the purchase price of the shares acquired upon exercise of an
option granted under the Plan.

19. MODIFICATION OF OUTSTANDING OPTIONS. Subject to limitations contained
herein, the Board may authorize the amendment of any outstanding option with the
consent of the grantee when and subject to such conditions as are deemed to be
in the best interests of the Company and in accordance with the purposes of the
Plan.

20. APPROVAL OF STOCKHOLDERS. The Plan shall be subject to approval by a
majority vote of the stockholders of the Company voting in person or by proxy at
the Company's 1998 Annual Meeting of Stockholders. The Plan became effective on
October 27, 1997 by resolution of the Board. The Board may grant options under
the Plan prior to such stockholder approval, but any such option shall become
effective as of the date of grant only upon such approval and, accordingly, no
such option may be exercisable prior to such approval.

21. TERMINATION AND AMENDMENT OF PLAN. Unless sooner terminated as herein
provided, the Plan shall terminate on October 27, 2007. The Board may at any
time terminate the Plan or make such modification or amendment thereof as it
deems advisable; provided, however, that (i) the Board may not, without approval
by a majority vote of the stockholders of the Company, increase the maximum
number of shares for which options may be granted or change the designation of
the class of persons eligible to receive options under the Plan, and (ii) any
such modification or amendment of the Plan shall be approved by a majority vote
of the stockholders of the Company to the extent that such stockholder approval
is necessary to comply with applicable provisions of the Code, rules promulgated
pursuant to Section 16 of the Exchange Act, applicable state law, or applicable
National Association of Securities Dealers, Inc. or exchange listing
requirements. Termination or any modification or amendment of the Plan shall
not, without the consent of an optionee, affect his or her rights under an
option theretofore granted to him or her.

22. LIMITATION OF RIGHTS IN THE UNDERLYING SHARES. A holder of an option shall
not be deemed for any purpose to be a stockholder of the Company with respect to
such option except to the extent that such option shall have been exercised with
respect thereto and, in addition, a stock certificate shall have been issued
theretofore and delivered to the holder.

23. NOTICES. Any communication or notice required or permitted to be given under
the Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
attention: Chairman, and, if to the holder of an option, to the address as
appearing on the records of the Company.

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