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                                AMENDMENT NO. 1
                                       TO
                             NOTE PURCHASE AGREEMENT
                          AND BRIDGE FINANCING WARRANTS

         AMENDMENT NO. 1 TO NOTE PURCHASE  AGREEMENT  ("Amendment")  dated as of
January  15,  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  purchasers  named on the signature page
hereto  (hereinafter  referred to individually as a "Purchaser" and collectively
as the "Purchasers").

                                    RECITALS
                                    --------
         WHEREAS,  the Company and the  Purchasers  entered into a Note Purchase
Agreement, dated as of January 9, 1997 (the "Note Purchase Agreement"), pursuant
to which,  among other things, the Company issued to the Purchasers an aggregate
of  $6,000,000  principal  amount  of its 10%  Senior  Subordinated  Notes  (the
"Notes");

         WHEREAS,  pursuant  to the Note  Purchase  Agreement,  the  Company has
issued to the  Purchasers  warrants  (the  "Original  Warrants")  to purchase an
aggregate of 75,000  shares of the Company's  common stock,  par value $.001 per
share (the "Common Stock"),  and may, under certain  circumstances  described in
the Notes,  issue warrants (the "Additional  Warrants") to purchase an aggregate
of up to  375,000  additional  shares of  Common  Stock  (collectively  with the
Original Warrants, the "Bridge Financing Warrants");

         WHEREAS,  the Notes and the Original  Warrants are being held in escrow
pursuant to an escrow agreement,  dated January 9, 1997, among the Company,  the
Purchasers and the escrow agent named therein (the "Escrow Agent"); and

         WHEREAS,  the  Company  and the  Purchasers  desire  to amend  the Note
Purchase Agreement and the Original Warrants as set forth herein;

         NOW,  THEREFORE,  the  Company  and  each of the  Purchasers  agree  as
follows:

         Section 1. Clause (iv) of Section 8(a) of the Note  Purchase  Agreement
is hereby amended to read in its entirety as follows:



 
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         "(iv) any other Debt of the Company which the Company and the Purchaser
may  hereafter  from time to time  expressly and  specifically  agree in writing
shall constitute Senior  Indebtedness,  provided that the debt incurred pursuant
to the  Securities  Purchase  Agreement  by and  between  the  Company  and  The
Equitable Life Assurance Society of the United States and any other party, to be
executed at the closing of the  transactions  contemplated by the Asset Purchase
Agreement,  shall not  constitute  Senior  Indebtedness  and, in turn,  shall be
subordinated, junior and subject in right of payment to the prior payment of the
Notes in the manner set forth in the Securities Purchase Agreement."

         Section 2. The last two  sentences  of Section  5(g) of (a) the form of
Bridge Financing  Warrants attached as Exhibit B to the Note Purchase  Agreement
and (b) each of the Original Warrants issued by the Company,  are hereby amended
to read in their entirety as follows:

                  "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 (collectively,  the
                  "Kellstrom  Shareholders")  exceeds  the amount of  securities
                  that can be offered without  adversely  affecting the offering
                  by the Company or, if  applicable  the  Kellstrom  Shareholder
                  demanding registration rights (the "Demand Shareholder"), then
                  the Company  may reduce the number of shares to be  registered
                  by the Company for the Kellstrom  Shareholders (other than the
                  Demand  Shareholder),  including  Warrant Shares,  to a number
                  satisfactory to such managing underwriter.  Any such reduction
                  shall be among Kellstrom  Shareholders  exercising  piggy-back
                  registration  rights pro rata,  based upon the total number of
                  shares  held by each  such  Kellstrom  Shareholder  which  are
                  subject to registration rights."

         Section 3. The Company shall cause Original Warrants to be delivered to
the Purchasers, amended as set forth herein.

         Section 4. Other than as set forth in this Amendment, the Note Purchase
Agreement,  the Notes and the Bridge  Financing  Warrants  shall  remain in full
force and effect.

                                       -2-




 

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         Section 5. 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.

         SECTION  6. 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).

         Section 7. This  Amendment  shall be binding  upon all  Purchasers  who
execute  this  Amendment,  even in the event  that less than all the  Purchasers
named on Schedule I to the Note Purchase Agreement execute this Agreement.

                                       -3-



 

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         IN WITNESS  WHEREOF,  the Company and the  Purchasers  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

                          BEDFORD FALLS INVESTORS, L.P.
                              By:   Metropolitan Capital Advisors, L.P.
                                    General Partner
                                    By:      Metropolitan Capital Advisors, Inc.
                                             General Partner

                                             By:
                                                 -----------------------
                                                 Jeffrey E. Schwarz
                                                 Chief Executive Officer
                                                 660 Madison Avenue
                                                 20th Floor
                                                 New York, New York  10021

                                    METROPOLITAN CAPITAL ADVISORS, L.P.
                                            By:   Metropolitan Capital Advisors,
                                                    Inc.
                                                  General Partner

                                                  By:
                                                     --------------------------
                                                       Jeffrey E. Schwarz
                                                       Chief Executive Officer
                                                       660 Madison Avenue
                                                       20th Floor
                                                       New York, New York  10021


                                    -4-


 

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                          METROPOLITAN CAPITAL ADVISORS
                          INTERNATIONAL LIMITED

                                By:      Metropolitan Capital Partners III, L.P.
                                         Investment Manager
                                         By:  Metropolitan Capital III, Inc.
                                              General Partner

                                              By:
                                                  ------------------------------
                                                   Jeffrey E. Schwarz
                                                   Chief Executive Officer
                                                   660 Madison Avenue
                                                   20th Floor
                                                   New York, New York  10021

                          DIVERSIFIED STRATEGIES FUND, L.P.
                                By:      Ramsey Financial, Inc.
                                         General Partner

                                         By:
                                             ------------------------------
                                                Neil P. Ramsey
                                                President
                                                108 South Madison Avenue
                                                Louisville, Kentucky  40243

                          SCOGGIN CAPITAL MANAGEMENT, L.P.
                                By:      S & E Partners, L.P.
                                         General Partner
                                         By:   Scoggin, Inc.
                                               General Partner

                                               By:
                                                  -------------------------
                                                    Craig Effron
                                                    President
                                                    660 Madison Avenue
                                                    20th Floor
                                                    New York, New York  10021

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