<PAGE>

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  PURCHASABLE  HEREUNDER  HAVE NOT
BEEN REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER  JURISDICTION AND MAY NOT BE SOLD, OFFERED
FOR SALE OR OTHERWISE  TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT
AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.  THE OFFERING OF THIS  SECURITY HAS NOT BEEN  REVIEWED OR APPROVED BY
ANY STATE SECURITIES ADMINISTRATOR.  THIS WARRANT AND THE SHARES OF COMMON STOCK
PURCHASABLE  HEREUNDER  ARE  ALSO  BENEFITTED  BY AND  SUBJECT  TO A  SECURITIES
PURCHASE AGREEMENT,  DATED AS OF JANUARY 15, 1997, BETWEEN KELLSTROM INDUSTRIES,
INC. AND THE EQUITABLE  LIFE ASSURANCE  SOCIETY OF THE UNITED STATES,  A COPY OF
WHICH AGREEMENT IS ON FILE WITH KELLSTROM INDUSTRIES, INC.

NO. W - 1

PPN: 488035 2* 6                                         Dated: January 15, 1997


                                     WARRANT

To Purchase 305,660 of Shares of Common Stock (subject to adjustment)

                           KELLSTROM INDUSTRIES, INC.

                            Expiring January 15, 2004



          THIS IS TO  CERTIFY  THAT,  for value  received,  The  Equitable  Life
Assurance  Society  of the United  States,  or its  assigns  (the  "Holder")  is
entitled to purchase  from  KELLSTROM INDUSTRIES,  INC., a Delaware  corporation
(the "Company"), at any time or from time to time after 9:00 a.m., New York City
time,  on the Closing Date (under the Purchase  Agreement as defined  below) and
prior to 5:00  p.m.,  New York City time,  on the  Expiration  Date (as  defined
below) at the Company's  principal  executive  office, at the Exercise Price (as
defined  below),  305,660  shares of Common Stock of the Company  (the  "Warrant
Shares"),   all  subject  to  adjustment  and  upon  the  terms  and  conditions
hereinafter  provided,  and is also  entitled to exercise the other  appurtenant
rights,  powers and  privileges.hereinafter  described.  Capitalized  terms used
herein have the respective meanings set forth in Article VI.

          This Warrant  (together with any Warrants  issued  pursuant to article
II,  the  "Warrants")  is  being  issued  pursuant  to the  Securities  Purchase
Agreement, dated


<PAGE>

<PAGE>

as of January 15, 1997 (the "Purchase  Agreement"),  between the Company and the
Holder, and the Holder is entitled to certain benefits as set forth therein. The
Company shall keep a copy of the Purchase Agreement, and any amendments thereto,
at its principal  executive  office and shall furnish,  without  charge,  copies
thereof to the Holder upon request.

                                    ARTICLE I

                              EXERCISE OF WARRANTS

          1.1 Method of Exercise.  To exercise this Warrant in whole or in part,
the Holder shall  deliver on any Business Day to the Company,  at its  principal
executive office, (a) this Warrant,  (b) a written notice,  substantially in the
form of the Subscription  Notice attached hereto,  of such Holder's  election to
exercise this Warrant,  which notice shall specify the number of Warrant  Shares
to be purchased,  and the denominations of the share certificate or certificates
desired and the name or names in which such  certificates  are to be registered,
and (c) payment of the Exercise  Price with  respect to such shares.  Payment of
the  aggregate  Exercise  Price  shall be made,  at the  election of the Holder,
either (i) by certified or cashier's  check or wire  transfer or (ii) in lieu of
paying the Exercise  Price in cash, by  surrendering  Warrants with an aggregate
value equal to the  aggregate  Exercise  Price.  For  purposes of the  preceding
sentence,  the value of any Warrant shall be equal to the difference between the
aggregate Fair Market Value of the Warrant Shares issuable upon exercise thereof
and the aggregate Exercise Price payable upon exercise thereof.

          The Company shall,  as promptly as practicable and in any event within
two Business  Days  thereafter,  execute and deliver or cause to be executed and
delivered,  in  accordance  with such  notice,  a  certificate  or  certificates
representing  the aggregate  number of Warrant  Shares  specified in said notice
together  with cash in lieu of any  fraction  of a share as  provided in Section
1.3.  The  share  certificate  or  certificates  so  delivered  shall be in such
denominations  as may be  specified  in such notice or, if such notice shall not
specify  denominations,  in the  aggregate  number of shares of Common Stock for
which the  Warrant  is being  exercised,  and shall be issued in the name of the
Holder or such other name or names as shall be designated  in such notice.  This
Warrant  shall  be  deemed  to have  been  exercised  and  such  certificate  or
certificates  shall be deemed to have been issued,  and such Holder or any other
person so  designated  to be named  therein  shall be deemed for all purposes to
have become a holder of record of such shares, as of the date the aforementioned
notice is received by the  Company.  If this Warrant  shall have been  exercised
only in part, the Company shall, at the time of delivery of such  certificate or
certificates,  deliver  to the  Holder a new  Warrant  evidencing  the rights to
purchase the remaining shares of Common Stock subject to this Warrant, which new
Warrant  shall in all other  respects be identical  with this Warrant or, at the
request of the Holder,  make  appropriate  notation on this Warrant  which shall
then be returned to the Holder.  The Company shall pay all  expenses,  taxes and
other charges payable in connection with the preparation,  issuance and delivery
of share  certificates and new Warrants,  except that, if share  certificates or
new Warrants shall

                                       -2-

<PAGE>

<PAGE>

be  registered  in a name or names  other  than the  name of the  Holder,  funds
sufficient to pay all transfer  taxes payable as a result of such transfer shall
be paid by the Holder at the time of  delivery of the  aforementioned  notice of
exercise  or  promptly  upon  receipt of a written  request of the  Company  for
payment.

          1.2  Shares to be Fully Paid and  Nonassessable.  All shares of Common
Stock issued upon the exercise of this Warrant shall be duly authorized, validly
issued,  fully paid and nonassessable and, if the Common Stock is then listed on
any national  securities  exchange or quoted on NASDAQ,  shall be duly listed or
quoted thereon, as the case may be.

          1.3 No  Fractional  Shares  to be  Issued.  The  Company  shall not be
required  to issue  fractions  of shares of Common  Stock upon  exercise of this
Warrant.  If any fraction of a share would,  but for this  Section,  be issuable
upon any exercise of this Warrant,  in lieu of such fractional share the Company
shall pay to the Holder,  in cash,  an amount equal to the same  fraction of the
Fair Market  Value per share of Common  Stock  outstanding  on the  Business Day
immediately prior to the date of such exercise.

          1.4 Share Legend.  Each  certificate for shares of Common Stock issued
upon  exercise of this  Warrant,  unless at the time of exercise such shares are
registered under the Securities Act or the Holder has furnished the Company with
an opinion of counsel as set forth in the  following  paragraph,  shall bear the
following legend:

               "THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR UNDER THE
          SECURITIES  LAWS OF ANY  STATE  OR OTHER  JURISDICTION  AND MAY NOT BE
          SOLD,  OFFERED FOR SALE OR OTHERWISE  TRANSFERRED UNLESS REGISTERED OR
          QUALIFIED  UNDER  SAID ACT AND  APPLICABLE  STATE  SECURITIES  LAWS OR
          UNLESS AN EXEMPTION FROM  REGISTRATION  IS AVAILABLE.  THE OFFERING OF
          THIS  SECURITY  HAS  NOT  BEEN  REVIEWED  OR  APPROVED  BY  ANY  STATE
          SECURITIES   ADMINISTRATOR.   THE   SECURITIES   REPRESENTED  BY  THIS
          CERTIFICATE  ARE  ALSO  BENEFITTED  BY  AND  SUBJECT  TO A  SECURITIES
          PURCHASE  AGREEMENT,  DATED AS OF JANUARY 15, 1997,  BETWEEN KELLSTROM
          INDUSTRIES,  INC.  AND THE  EQUITABLE  LIFE  ASSURANCE  SOCIETY OF THE
          UNITED STATES,  A COPY OF WHICH IS ON FILE WITH KELLSTROM  INDUSTRIES,
          INC."

          Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of  a  public  distribution  pursuant  to a  registration  statement  under  the
Securities  Act) shall also bear such legend  unless,  in the opinion of counsel
selected  by the  holder of such  certificate  (who may be an  employee  of such
holder) and reasonably acceptable to the

                                       -3-

<PAGE>

<PAGE>

Company,  the  securities  represented  thereby  need no  longer be  subject  to
restrictions on resale under the Securities Act.

          1.5 Reservation. The Company has duly reserved and will keep available
for issuance  upon  exercise of the Warrants the total number of Warrant  Shares
deliverable  from time to time upon  exercise of all Warrants  from time to time
outstanding.

          1.6 CUSIP Number. The Company agrees to obtain promptly after the date
hereof, and thereafter to maintain, a private placement number in respect of the
Warrants and a CUSIP number in respect of the Common Stock assigned by the CUSIP
Service Bureau of Standard & Poor's Corporation.

                                   ARTICLE II

                 TRANSFER, EXCHANGE AND REPLACEMENT OF WARRANTS

          2.1 Ownership of Warrant. The Company may deem and treat the person in
whose  name  this  Warrant  is   registered  as  the  holder  and  owner  hereof
(notwithstanding any notations of ownership or writing hereon made by any person
other than the Company) for all purposes and shall not be affected by any notice
to the contrary,  until presentment of this Warrant for registration of transfer
as provided in this Article II.

          2.2  Transfer  of  Warrant.  The  Company  agrees to  maintain  at its
principal  executive  office  books for the  registration  of  transfers  of the
Warrants,  and  transfer  of this  Warrant  and all  rights  hereunder  shall be
registered,  in whole or in part, on such books,  upon surrender of this Warrant
at the Company's  principal  executive office, with a written assignment of this
Warrant duly  executed by the Holder or its duly  authorized  agent or attorney,
with (unless the Holder is an institutional investor) signatures guaranteed by a
bank or trust company or a broker or dealer  registered with the NASD, and funds
sufficient to pay any transfer taxes payable upon such transfer.  Upon surrender
and, if required,  such  payment,  the Company  shall  execute and deliver a new
Warrant  or  Warrants  in the  name  of the  assignee  or  assignees  and in the
denominations  specified in the  instrument of assignment and shall issue to the
assignor a new warrant  evidencing  the portion of this Warrant not so assigned,
and this Warrant shall promptly be canceled.  Notwithstanding  the foregoing,  a
Warrant may be exercised by a new holder without having a new Warrant issued.

          2.3 Division or Combination  of Warrants.  This Warrant may be divided
or combined with other  Warrants upon  presentment  hereof and of any Warrant or
Warrants  with which this Warrant is to be combined at the  Company's  principal
executive  office,  together  with a  written  notice  specifying  the names and
denominations  in which the new Warrant or Warrants are to be issued,  signed by
the holders hereof and thereof or their  respective  duly  authorized  agents or
attorneys. Subject to

                                       -4-

<PAGE>

<PAGE>

compliance  with  Section  2.3 as to any  transfer  which may be involved in the
division or combination,  the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance with such notice.

          2.4 Loss, Theft Destruction or Mutilation of Warrants. Upon receipt of
evidence  satisfactory  to the Company of the ownership of and the loss,  theft,
destruction  or  mutilation  of any  Warrant  and, in the case of any such loss,
theft or destruction,  upon receipt of indemnity or security satisfactory to the
Company (the original Holder's unsecured indemnity being satisfactory  indemnity
in the event of loss, theft or destruction of any Warrant owned by such original
Holder), or, in the case of any such mutilation, upon surrender and cancellation
of such  Warrant,  the  Company  will make and  deliver,  in lieu of such  lost,
stolen,  destroyed  or  mutilated  Warrant,  a new  Warrant  of like  tenor  and
representing the right to purchase the same aggregate number of shares of Common
Stock.

          2.5  Expenses  of  Delivery of  Warrants.  The  Company  shall pay all
expenses,  taxes  (other  than  transfer  taxes)  and other  charges  payable in
connection with the preparation, issuance and delivery of Warrants hereunder.

                                   ARTICLE III

                                 CERTAIN RIGHTS

          3.1  Purchase  Agreement.  This Warrant is entitled to the benefits of
the Purchase Agreement. The Company shall keep copies of the Purchase Agreement,
and any amendments thereto, at its principal executive office and shall furnish,
without charge, copies thereof to the Holder upon request.

          3.2 Contest and  Appraisal  Rights.  Upon each  determination  of Fair
Market Value  hereunder,  the Company shall  promptly give notice thereof to all
Warrantholders,  setting  forth in  reasonable  detail  the  method and basis of
determination  of such Fair Market Value.  Unless the Property whose Fair Market
Value is being  determined is a security for which Closing  Prices are available
(in which case the Fair Market Value  thereof shall be the Market  Price),  if a
Majority in Interest of  Warrantholders  shall disagree with such  determination
and shall,  by notice to the Company  given  within 30 days after the  Company's
notice of such determination,  elect to dispute such determination, such dispute
shall be resolved through the Appraisal Procedure.

                                       -5-

<PAGE>

<PAGE>

                                   ARTICLE IV

                             ANTIDILUTION PROVISIONS

          4.1 Adjustment of Purchase Price and Number of Shares.  The number and
kind of securities purchasable upon the exercise of this Warrant and the payment
of the Exercise Price shall be subject to adjustment  from time to time upon the
happening of certain events set forth below.

          4.2  Reclassification,   Consolidation  or  Merger.  In  case  of  any
reclassification  or change of outstanding  securities of the Company (including
without  limitation  for  purposes of this  Section 4.2  purchases  of Preferred
Shares by holders of Rights  pursuant  to the Rights  Agreement)  issuable  upon
exercise of this Warrant (other than a change in par value, or from par value to
no par value,  or from no par value to par value or as a result of a subdivision
or combination) or in case of any consolidation or merger of the Company with or
into another  corporation (other than a merger with another corporation in which
the  Company  is the  surviving  corporation  and which  does not  result in any
reclassification  or change -- other  than a change  in par  value,  or from par
value to no par value,  or from no par value to par  value,  or as a result of a
subdivision or combination -- of outstanding  securities of the Company issuable
upon  exercise of this  Warrant),  or in case of any sale or transfer to another
corporation of the Property of the Company as an entirety or substantially as an
entirety, the Company or such successor or purchasing  corporation,  as the case
may be, shall, without payment of any additional  consideration therefor,  prior
to or  simultaneously  with the  consummation of such  transaction,  issue a new
Warrant,  providing  that the Holder  shall have the right to exercise  such new
Warrant and procure upon such exercise in lieu of each Warrant Share theretofore
issuable upon exercise of this Warrant the kind and the highest amount of shares
of  stock,   other   securities,   money  and  property   receivable  upon  such
reclassification, change, consolidation, merger, sale or transfer by a holder of
one share of Common  Stock,  issuable  upon exercise of this Warrant had it been
exercised  immediately prior to such  reclassification,  change,  consolidation,
merger,  sale or transfer;  and the Company  shall  indemnify  the Holder,  upon
demand, on an after-tax basis, against any and all taxes (including interest and
penalties)  payable in  connection  with the  issuance or amendment of a Warrant
pursuant  to  this  Section   4.2.  The  Company   shall  not  effect  any  such
reclassification,  change, consolidation, merger, sale or transfer, unless prior
to or simultaneously with the consummation  thereof, the successor or purchasing
corporation,  as the case may be, shall assume, by written  instrument  executed
and  delivered  to the  Holder,  the  obligation  to deliver to the Holder  such
shares,  other  securities,  money  and  property  as,  in  accordance  with the
foregoing  provisions,  the Holder may be  entitled  to  purchase  and the other
obligations.under  this Warrant.  Such new Warrant shall provide for adjustments
which shall be as nearly  equivalent as may be  practicable  to the  adjustments
provided  for in this  Article  IV. The  provisions  of this  Section  4.2 shall
similarly  apply  to  successive  reclassifications,   changes,  consolidations,
mergers, sales and transfers.

                                       -6-

<PAGE>

<PAGE>

          4.3  Subdivision  or  Combination  of  Shares.  If the  Company  shall
subdivide  or  combine  its  Common   Stock,   the   Exercise   Price  shall  be
proportionately  reduced,  in case of subdivision of shares, as at the effective
date of such  subdivision,  or if the Company  shall take a record of holders of
its Common  Stock for the purpose of so  subdividing,  as at such  record  date,
whichever  is earlier,  or shall be  proportionately  increased,  in the case of
combination of shares,  as at the effective date of such  combination or, if the
Company shall take a record of holders of its Warrant  Shares for the purpose of
so combining, as at such record date, whichever is earlier.

         4.4 Certain Dividends and Distributions. If the Company shall:

          (a) Stock Dividends. Pay a dividend in, or make any other distribution
to the holders of its Common Stock of, Common Stock, the Exercise Price shall be
adjusted,  as at the date the Company  shall take a record of the holders of its
Common Stock,  for the purpose of receiving such dividend or other  distribution
(or if no  such  record  is  taken,  as at the  date of such  payment  or  other
distribution),  to that price  determined by  multiplying  the Exercise Price in
effect  immediately  prior to such  record  date (or if no such record is taken,
then immediately prior to such payment or other distribution), by a fraction (1)
the  numerator  of which  shall be the total  number  of shares of Common  Stock
outstanding  immediately  prior to such  dividend or  distribution,  and (2) the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding  immediately after such dividend or distribution  (plus in the event
that the  Company  paid cash for  fractional  shares,  the number of  additional
shares  which  would have been  outstanding  had the Company  issued  fractional
shares in connection with said dividends); or

          (b)  Distributions  of  Property,  etc.  Make  a  distribution  of its
Property to the holders of its Common  Stock as a dividend  (in  liquidation  or
partial  liquidation  or by way of return of capital or  otherwise),  other than
cash dividends in an amount not exceeding 25% of the Company's net income in the
current or immediately  preceding  fiscal year, the Holder shall at such time be
entitled  to receive the amount of such  Property as would have been  payable to
such Holder as owner of that number of Warrant Shares of the Company  receivable
by exercise of this  Warrant,  had such Holder been the holder of record of such
Warrant Shares on the record date for such distribution.

          4.5  Issuance of  Additional  Shares of Common.  If the Company  shall
issue any  Additional  Shares of Common  (other than (x) as provided in Sections
4.2, 4.3 or 4.4, (y) Management  Shares or (z) pursuant to warrants  outstanding
on the date hereof as  disclosed  in the  applicable  Schedule  to the  Purchase
Agreement)  for a  consideration  per share less than the Fair Market  Value per
share of Common Stock then  outstanding  (before giving effect to such issuance)
or for  no-consideration,  then the Exercise Price shall be adjusted,  as at the
date of such  issuance,  to that price  determined by  multiplying  the Exercise
Price in  effect  immediately  priory to such  issuance  by a  fraction  (i) the
numerator  of which  shall  be the  total  number  of  shares  of  Common  Stock
outstanding immediately prior to such issuance plus the number of

                                       -7-

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<PAGE>

shares of Common Stock which the aggregate consideration for the total number of
such  Additional  Shares of Common so issued  would  purchase at the Fair Market
Value thereof at such time, and (ii) the denominator of which shall be the total
number of shares of Common Stock outstanding immediately after such issuance.

          The  provisions  of this  Section 4.5 shall not apply under any of the
circumstances  for which an  adjustment is provided in Sections 4.2, 4.3 or 4.4.
No  adjustment  of the Exercise  Price shall be made under this Section 4.5 upon
the issuance of any Additional Shares of Common which are issued pursuant to any
Common Stock Equivalent if upon the issuance of any such Common Stock Equivalent
(i) any such adjustment  shall previously have been made pursuant to Section 4.6
or (ii) no adjustment was required pursuant to Section 4.6.

          4.6 Issuance of Common Stock  Equivalents.  If the Company shall issue
any Common Stock Equivalents (other than warrants  exercisable for up to 234,340
shares of Common  Stock in the  aggregate  pursuant  to that  certain 10% Senior
Subordinated  Note issued under the Bridge  Facility (as defined in the Purchase
Agreement),  and the price per share for which Common Stock is issuable upon the
exercise, conversion or exchange of such Common Stock Equivalents, determined by
dividing

                    (i) the aggregate  amount, if any, received or receivable by
          the Company as  consideration  for the  granting of such Common  Stock
          Equivalents,   plus  the  minimum   aggregate   amount  of  additional
          consideration  payable to the  Company  upon the  exercise of all such
          Common  Stock   Equivalents,   plus,  in  the  case  of  Common  Stock
          Equivalents to acquire Convertible  Securities,  the minimum aggregate
          amount of additional consideration,  if any, payable upon the issuance
          or sale of such  Convertible  Securities  and upon the  conversion  or
          exchange thereof, by

                    (ii) the total  maximum  number  of  shares of Common  Stock
          issuable  upon the exercise of such Common Stock  Equivalents  or upon
          the conversion or exchange of all such Convertible Securities issuable
          upon the exercise of such Common Stock Equivalents,

shall be less than the Fair Market Value per share of Common  Stock  outstanding
on the date of granting such Common Stock  Equivalent  (before  giving effect to
such grant),  then the Exercise  Price upon each such issuance shall be adjusted
as provided  in the first  sentence of Section 4.5 on the basis that the maximum
number of Additional Shares of Common issuable pursuant to all such Common Stock
Equivalents  shall be deemed to have been issued as of the earlier of (x) in the
event the Company shall enter into a binding  agreement for the issuance of such
Common  Stock  Equivalents,  the date on which all material  conditions  to such
issuance  shall have been waived or  substantially  satisfied or (y) the date of
actual issuance of such Common Stock Equivalents.  No adjustment of the Exercise
Price shall be made under this Section 4.6 upon the issuance of any  Convertible
Security which is issued pursuant to the exercise

                                       -8-

<PAGE>

<PAGE>

of any  warrants or other  subscription  or  purchase  rights  therefor,  if any
adjustment  shall previously have been made in the Exercise Price then in effect
upon the issuance of such warrants or other rights pursuant to this Section 4.6.

          4.7  Purchase of Common Stock by the  Company.  If the Company  shall,
directly or indirectly  through a Subsidiary or otherwise,  purchase,  redeem or
otherwise  acquire any of its Common Stock at a price per share greater than the
Fair Market  Value per share of Common  Stock then  outstanding  (before  giving
effect to such  purchase,  redemption or other  acquisition),  then the Exercise
Price upon each such purchase,  redemption or  acquisition  shall be adjusted to
that price  determined by multiplying  such Exercise Price by a fraction (i) the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such purchase, redemption or acquisition,  minus the number
of shares of Common Stock which the aggregate consideration for the total number
of such shares of Common Stock so purchased, redeemed or acquired would purchase
at the Market Price,  and (ii) the  denominator  of which shall be the number of
shares of Common Stock outstanding  immediately after such purchase,  redemption
or  acquisition.  For the purposes of this Section 4.7, the date as of which the
Fair Market Value shall be computed shall be the earlier of (x) in the event the
Company shall enter into a binding  agreement  for the  purchase,  redemption or
acquisition  of any Common Stock,  the date on which all material  conditions to
such purchase, redemption or acquisition shall have been waived or substantially
satisfied or (y) the date of actual purchase,  redemption or acquisition of such
Common  Stock.  For the purposes of this Section 4.7, a purchase,  redemption or
acquisition of a Common Stock Equivalent shall be deemed to be a purchase of the
underlying  Common  Stock  (it  being  understood  that,  if  any  Common  Stock
Equivalent   also  evidences   another   obligation  of  the  Company  (such  as
indebtedness  for  borrowed  money) the Fair Market  Value of the  consideration
given by the Company to purchase, redeem or acquire such Common Stock Equivalent
shall be allocated in good faith by the Board of Directors of the Company to the
satisfaction of such  obligation and the purchase,  redemption or acquisition of
the underlying Common Stock),  and the computation herein required shall be made
on the basis of the full  exercise,  conversion or exchange of such Common Stock
Equivalent  on the date as of which such  computation  is required  hereby to be
made even if such Common Stock  Equivalent is not  exercisable,  convertible  or
exchangeable on such date.

          4.8  Other  Provisions   Applicable  to  Adjustments.   The  following
provisions  shall be  applicable  to the making of  adjustments  in the Exercise
Price hereinbefore provided in this Article IV:

          (a) Computation of Consideration.  The  consideration  received by the
Company shall be deemed to be the  following:  to the extent that any Additional
Shares of Common or any  Common  Stock  Equivalents  shall be issued  for a cash
consideration,  the consideration  received by the Company therefor, or, if such
Additional  Shares of Common or Common  Stock  Equivalents  are  offered  by the
Company for subscription,  the subscription price, or, if such Additional Shares
of Common or Common Stock  Equivalents  are sold to  underwriters or dealers for
public offering without a

                                       -9-

<PAGE>

<PAGE>

subscription  offering,  the public  offering  price,  in any such case  without
deduction for any customary amounts of compensation,  discounts,  commissions or
expenses  paid or incurred by the  Company  for and in the  underwriting  of, or
otherwise  in  connection  with,  the issue  thereof;  to the  extent  that such
issuance shall be for a consideration  other than cash,  then,  except as herein
otherwise expressly provided, the Fair Market Value of such consideration at the
time of such issuance.  The  consideration  for any Additional Shares of Common,
Convertible Securities or Common Stock Equivalents issued in connection with any
merger in which the Company is the surviving  corporation  shall be that portion
of the  Fair  Market  Value of the  non-surviving  corporation  as the  Board of
Directors  of the Company in good faith shall  determine to be  attributable  to
such  Additional  Shares of  Common,  Convertible  Securities  or  Common  Stock
Equivalents,  as the case may be. The consideration for any Additional Shares of
Common  issuable   pursuant  to  any  Common  Stock  Equivalents  shall  be  the
consideration received by the Company for issuing such Common Stock Equivalents,
plus the  additional  consideration  payable to the Company  upon the  exercise,
conversion   or   exchange   of  such  Common   Stock   Equivalents,   plus  the
additional-consideration payable to the Company upon the exercise, conversion or
exchange  of such Common  Stock  Equivalents,  plus in the case of Common  Stock
Equivalents to acquire  Convertible  Securities,  any  additional  consideration
payable to the Company upon the issuance or sale of such Convertible  Securities
and upon conversion or exchange thereof.  In case of the issuance at any time of
any  Additional  Shares of Common or Common  Stock  Equivalents  in  payment  or
satisfaction  of any dividend  upon any class of capital stock other than Common
Stock,  the Company shall be deemed to have received for such Additional  Shares
of Common or Common Stock  Equivalents  a  consideration  equal to the amount of
such dividend so paid or satisfied. In any case in which the consideration to be
received or paid shall be other than cash, the Board of Directors of the Company
shall  notify the Holder of its  determination  of the Fair Market Value of such
consideration  prior to payment or accepting  receipt  thereof or as promptly as
practicable thereafter.

          (b)  Readjustment of Exercise Price.  Upon the expiration of the right
to convert,  exchange or exercise  any Common Stock  Equivalent  the issuance of
which  effected an  adjustment in the Exercise  Price,  if any such Common Stock
Equivalent shall not have been converted,  exercised or exchanged, the number of
shares of Common Stock deemed to be issued and outstanding by reason of the fact
that they were issuable upon conversion, exchange or exercise of any such Common
Stock  Equivalent  shall no  longer be  computed  as set  forth  above,  and the
Exercise  Price shall  forthwith be readjusted and thereafter be the price which
it would have been (but  reflecting any other  adjustments in the Exercise Price
made  pursuant to the  provisions  of this Article IV after the issuance of such
Common Stock  Equivalent)  had the adjustment of the Exercise Price been made in
accordance  with the  issuance  or sale of the  number of  Additional  Shares of
Common  actually  issued  upon  conversion,  exchange or issuance of such Common
Stock  Equivalent and thereupon  only the number of Additional  Shares of Common
actually  so  issued   shall  be  deemed  to  have  been  issued  and  only  the
consideration actually received by the Company (computed as in

                                      -10-

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<PAGE>

paragraph  (a) of this Section 4.8) shall be deemed to have been received by the
Company.

          (c) Treasury Shares.  The number of shares of Common Stock at any time
outstanding  shall not include any shares  thereof then  directly or  indirectly
owned or held by or for the account of the Company or any of its Subsidiaries.

          (d) Other Action Affecting Common Stock. In case after the date hereof
the Company  shall take any action  affecting  its Common  Stock,  other than an
action described in any of Sections 4.2 through 4.8, inclusive,  and the failure
to make any adjustment would not fairly protect the purchase rights  represented
by this Warrant in accordance  with the  essential  intent and principle of this
Article IV, then the Exercise Price shall be adjusted in such manner and at such
time as the Board of Directors of the Company may in good faith  determine to be
equitable in the circumstances.

          (e)  Adjustment  of Number of  Shares.  Upon  each  adjustment  in the
Exercise  Price  pursuant  to any  provision  of this  Article IV, the number of
Warrant Shares shall be adjusted, to the nearest one-hundredth of a whole share,
to the  product  obtained  by  multiplying  such  number of  shares  purchasable
immediately  prior to such  adjustment in the Exercise Price by a fraction,  the
numerator  of  which  shall  be the  Exercise  Price  immediately  prior to such
adjustment and the denominator of which shall be the Exercise Price  immediately
thereafter.  If the Company shall be in default under its agreement contained in
Section  1.5 so that  applicable  law  prevents  the  issuance  of shares at the
Exercise  Price  adjusted in accordance  with this Article IV, the adjustment of
shares  provided in the foregoing  sentence  shall  nonetheless  be made and the
Holder shall be entitled to purchase such greater number of shares at the lowest
price at which this  Warrant  may then be  exercised.  Such  exercise  shall not
constitute  a waiver of any claim  arising  against the Company by reason of its
default under the agreement contained in Section 1.5.

          4.9  Notice  of  Adjustment.  Whenever  the  Exercise  Price  shall be
adjusted  pursuant  to this  Article  IV,  the  Company  shall  cause  its chief
financial  officer  to prepare  and  execute a  certificate  setting  forth,  in
reasonable  detail,  the  event  requiring  the  adjustment,  the  amount of the
adjustment,  the method by which such  adjustment  was  calculated  (including a
description of the basis on which the Board of Directors of the Company made any
determination  hereunder),  and the  Exercise  Price and the  number of  Warrant
Shares after giving  effect to such  adjustment,  and shall cause copies of such
certificate to be mailed (by first class  registered or certified mail,  postage
prepaid  and  return  receipt  requested)  to the  Holder  promptly  after  each
adjustment. If the Holder questions an amount set forth in such certificate, the
Holder may  request,  by notice to the Company  given  within  twenty days after
receipt of such certificate, that the independent accounting firm then regularly
engaged  by the  Company to report on its  financial  statements  determine  the
appropriate amount within twenty days of receipt of such notice at the Company's
expense;  provided that if the amount so determined  by the  accounting  firm is
disparate by less than two

                                      -11-

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<PAGE>

percent from the amount set forth in the Company's certificate, the Holder shall
pay the fees and expenses of such firm incurred in such determination.

          4.10 Fractional Shares. No fractional Warrant Shares will be issued in
connection with any exercise hereof,  but in lieu of such fractional shares, the
Company shall make a cash payment therefor equal in amount to the product of the
applicable fraction multiplied by the Exercise Price then in effect.

                                    ARTICLE V

                               REGISTRATION RIGHTS

          5.1 Demand Registrations.

          (a) Right to Demand  Registration.  At any time after the date hereof,
(i) the original Holder (including any of its Permitted Transferees), so long as
the original Holder (together with its Permitted Transferees)  beneficially owns
Warrants exercisable for a number of Warrant Shares equal to or greater than 51%
of the number of Warrant Shares issuable upon exercise of the Warrants issued to
the original  Holder on the date hereof,  or (ii) the holders of not less than a
majority  of the  Registrable  Securities  (collectively,  the  "Offerors")  may
request  registration  under  the  Securities  Act  of  all  or  part  of  their
Registrable  Securities.  A request pursuant to this Section 5.1 shall state the
number of Registrable Securities requested to be registered, the intended method
of disposition  thereof and the jurisdictions in which  registration is desired.
Within  seven days after  receipt of any such  request,  the  Company  will give
written  notice of such request to all other holders of  Registrable  Securities
and will include in such registration all Registrable Securities with respect to
which the Company has received written requests for inclusion  therein within 20
days after the receipt of the  Company's  notice.  Each  registration  requested
pursuant to this Section 5.1 is referred to herein as a "Demand Registrations".

          (b)  Number  of  Demand  Registrations.  The  holders  of  Registrable
Securities  will be  entitled  to request up to three  Demand  Registrations.  A
registration  will not  constitute  a Demand  Registration  for purposes of this
Section  5.1 (i) until it has become  effective  (ii) if the  Offerors  for such
registration  are not able to sell at least  80% of the  Registrable  Securities
requested to be included in such  registration,  or (iii) if after it has become
effective,  the offering of Registrable Securities pursuant to such registration
is interfered  with by any stop order,  injunction or other order or requirement
of the SEC or other governmental agency or court.

          (c) Priority on Demand  Registrations.  Without the written consent of
the Offerors:  (i) the Company will not include in the first Demand Registration
any securities  which are not  Registrable  Securities and (ii) the Company will
not include in any subsequent  Demand  Registration any securities which are not
Registrable  Securities unless such offering is an underwritten offering and the
managing

                                      -12-

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<PAGE>

underwriters  advise the  Company  and the  Offerors  in  writing  that in their
opinion the inclusion of such other  securities  will not materially  impair the
ability of the  Offerors  to sell the  Registrable  Securities  included  in the
offering.  If  other  securities  are  permitted  to  be  included  in a  Demand
Registration  which is an  underwritten  offering and the managing  underwriters
advise the Company and the Offerors in writing that in their  opinion the number
of Registrable  Securities and other securities requested to be included exceeds
the  number  of  securities  which  can be  sold  without  materially  adversely
affecting such offering,  the Company will include in such registration prior to
the inclusion of any securities which are not Registrable  Securities the number
of Registrable  Securities requested to be included which in the opinion of such
managing  underwriters can be sold, pro rata among the respective holders of the
Registrable Securities on the basis of the amount of such securities owned.

          (d)  Restrictions  on Demand  Registrations.  The Company  will not be
obligated to effect any Demand  Registration within 180 days (or, if applicable,
such shorter  period  during which the Offerors  are  prohibited  under  Section
5.4(a)  from  selling,   transferring  or  otherwise  disposing  of  Registrable
Securities  or other  securities of the Company)  after the effective  date of a
previous registration in which the Offerors sold all the Registrable  Securities
included  therein  pursuant to piggyback  rights  granted under Section 5.2. The
Company may  postpone,  for up to three months in the  aggregate in any 12-month
period, the filing or the effectiveness of a registration statement for a Demand
Registration  if the  Board of  Directors  of the  Company  determines  (and the
Company so certifies in writing to the Offerors)  that such Demand  Registration
might  reasonably be expected to have a material  adverse effect on any proposal
or plan by the  Company  or any of its  Subsidiaries  to engage in any  material
corporate transaction;  provided that in such event, the Offerors initiating the
request for such Demand Registration will be entitled to withdraw such request.

          (e)  Registration  Expenses.  The  Company  will pay all  Registration
Expenses in  connection  with the first Demand  Registration  and any  requested
Demand  Registration  (prior to the first Demand Registration that constitutes a
Demand  Registration  for purposes of this Section 5.1) the request for which is
withdrawn  pursuant to the proviso to the last  sentence of paragraph (d) above.
The Holders  will pay all  Registration  Expenses in  connection  with all other
Demand Registrations.

          (f) Selection of  Underwriters.  In connection  with any  registration
initiated as a Demand  Registration,  the Offerors will have the right to select
the investment  banker(s) and manager(s) to administer the offering,  subject to
the Company's approval which will not be unreasonably withheld.

          (g)  Customary  Documentation.  In  connection  with any  registration
subject to this Section 5.1, the holders of Registrable  Securities  included in
such  registration  shall  enter  into  such  underwriting,  lock-up  and  other
agreements,  and  shall  execute  and  complete  such  questionnaires  and other
documents, as are customary in a secondary offering.

                                      -13-

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<PAGE>

          5.2 Piggyback Registrations.

          (a) Right to Piggyback Registrations. Whenever the Company proposes to
register  any of its Capital  Stock under the  Securities  Act, the Company will
give prompt  written  notice (in any event  within ten  business  days after its
receipt of notice of any  exercise of other demand  registration  rights) to the
holders of Registrable Securities of its intention to effect such a registration
and will include in such registration all Registrable securities with respect to
which the Company has received written requests for inclusion  therein within 15
days  after the  receipt  of the  Company's  notice by such  holders.  A request
pursuant to this  Section 5.2 shall state the number of  Registrable  Securities
requested to be registered. All registrations requested pursuant to this Section
5.2 are  referred  to  herein  as  "Piggyback  Registrations".  No  registration
effected  under this Section 5.2 shall relieve the Company of its  obligation to
effect up to three Demand Registrations pursuant to Section 5.1.

          (b) Piggyback  Expenses.  The Registration  Expenses of the holders of
Registrable   Securities   will  be  paid  by  the  Company  in  all   Piggyback
Registrations.

          (c) Priority on Primary Registrations.  If a Piggyback Registration is
an underwritten  primary registration on behalf of the Company, and the managing
underwriters  advise the Company in writing that in their  opinion the number of
securities  requested  to be  included in such  registration  exceeds the number
which can be sold without  materially  adversely  affecting such  offering,  the
Company will include in such  registration (i) first, the securities the Company
proposes  to  sell  and  (ii)  second,  Registrable  Securities  and  all  other
securities  requested  to be included in such  registration  that are subject to
comparable  registration rights, pro rata among the holders thereof on the basis
of the  number  of  shares  owned  by such  holders  that  are  subject  to such
registration rights.

          (d) Priority on Secondary  Registrations.  If a Piggyback Registration
is an underwritten  secondary registration on behalf of holders of the Company's
securities  (and in which the Company is not issuing any  securities  under such
registration),  and the managing underwriters advise the Company in writing that
in their  opinion  the number of  securities  requested  to be  included in such
registration  exceeds the number which can be sold without materially  adversely
affecting  such  offering,  the Company  will include in such  registration  (i)
first,  the  securities  requested  to be included in such  registration  by the
holder or holders who requested such  registration  (such holders being entitled
to participate in accordance with the relative priorities,  if any, as may exist
among them) and (ii) second,  Registrable  Securities  and all other  securities
requested  to be  included  in such  registration,  pro rata  among the  holders
thereof  on the basis of the  number of shares  owned by such  holders  that are
subject to such registration rights.

          (e)  Selection  of  Underwriters.   In  connection  with  a  Piggyback
Registration  which is an  underwritten  primary  registration  on behalf of the
Company,

                                      -14-

<PAGE>

<PAGE>

the  Company  will  have the  right  to  select  any  investment  banker(s)  and
manager(s) of nationally recognized standing to administer the offering.

          (f)  Customary  Documentation.  In  connection  with any  registration
subject to this Section 5.2, the holders of Registrable  Securities  included in
such  registration  shall  enter  into  such  underwriting,  lock-up  and  other
agreements,  and  shall  execute  and  complete  such  questionnaires  and other
documents, as are customary in a primary offering.

          5.3 No Inconsistent  Agreement.  Any right given by the Company to any
holder or prospective holder of the Company's  securities in connection with the
registration of securities shall be conditioned such that it shall be consistent
with the  rights of the  holders  of  Registrable  Securities  provided  in this
Warrant  and  (without  limiting  the  generality  of the  foregoing)  shall not
materially  adversely affect the right of the holders of Registrable  Securities
to  participate  in  Piggyback  Registrations  in the  manner  set forth in this
Warrant.  Except as provided for herein,  no holder of the Company's  securities
(other than the Bridge Note  Holders  pursuant to warrants  issued to them under
the Bridge Facility,  International  Aircraft Support L.P.  pursuant to warrants
issued in connection with the  Acquisition  Agreement and each of GKN Securities
Corp. and Brean Murray,  Foster  Securities  Inc.  pursuant to Unit Common Share
Equivalents  issued in connection  with the Company's  Initial public  offering)
owns or possesses any  registration  rights with respect to any of the Company's
securities, and the Company represents and warrants to the Holder that no rights
of any  such  holders  are  inconsistent  with  the  rights  of the  holders  of
Registrable  Securities  provided  in  this  Warrant  (with  respect  to  Demand
Registrations, Piggyback Registrations or otherwise).

          5.4 Lockup Agreement.

          (a)  The  Holder  agrees,   and  prior  to  transferring   Registrable
Securities  will cause its  proposed  transferee  to agree,  if requested by the
Company and the managing underwriters of Registrable Securities,  not to sell or
otherwise  transfer  or dispose of (other than by private  placement)  any other
Registrable Securities (or other securities of the Company) ten days prior to or
during the 180-day period (the "Lock-Up Period") following the effective date of
a registration statement of the Company filed under the Securities Act, provided
that all officers,  directors and stockholders owning five percent or more (on a
fully diluted basis,  treating all outstanding  options,  rights and warrants to
acquire equity  securities of the Company as fully  exercised,  and treating all
securities convertible into or exchangeable for equity securities of the Company
as fully converted or exchanged) of the Company's equity  securities shall enter
into  similar  agreements,  and  provided  further  that if the  Lock-Up  Period
applicable to any of such officers,  directors or  stockholders is less than 180
days,  then the Lock-Up Period  applicable to the Holder shall be reduced to the
shortest  Lock-Up  Period  applicable  to any of  such  officers,  directors  or
stockholders.  Such agreement shall be in writing in a form  satisfactory to the
Company and such underwriter. The

                                      -15-

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<PAGE>

Company may impose stop  transfer  instructions  with  respect to the shares (or
securities)  subject to the foregoing  restriction until the end of said Lock-Up
Period.

          (b)  The  Company  agrees  (i)  not  to  effect  any  public  sale  or
distribution of its equity  securities,  or any securities  convertible  into or
exchangeable  or exercisable for such  securities,  during the ten days prior to
and during the 90-day period beginning on the effective date of any underwritten
Demand Registration or any underwritten  Piggyback  Registration (except as part
of such  underwritten  registration or pursuant to  registrations on Form S-8 or
any successor form not available for  registering  capital stock for sale to the
public at large),  unless all of the  Registrable  Securities  included  in such
Registration  have been sold and (ii) to cause each beneficial owner of at least
five percent of its equity  securities  acquired from the Company  (other than a
holder that acquired such securities in a registered  public offering or in open
market transactions,  unless such holder owned beneficially five percent or more
of the Company's  equity  securities prior to such public offering) to agree not
to effect any public sale or  distribution  of any such  securities  during such
period  (except  as  part  of  such  underwritten  registration,   if  otherwise
permitted),   unless  all  of  the  Registrable   Securities  included  in  such
Registration have been sold.

          5.5 Registration Procedures. Whenever the Offerors have requested that
any Registrable  Securities be registered pursuant to this Warrant,  the Company
will  use its best  efforts  to  effect  the  registration  and the sale of such
Registrable  Securities in accordance  with the intended  method of  disposition
thereof, and pursuant thereto the Company will as expeditiously as possible:

          (a)  prepare  and file  with  the SEC a  registration  statement  with
respect to such  Registrable  Securities  and use its best efforts to cause such
registration  statement to become and remain  effective for a period of not less
than three  months;  provided  that before  filing a  registration  statement or
prospectus or any amendments or supplements thereto, the Company will furnish to
the counsel  selected by the Offerors  requesting  such  registration  statement
copies of all such  documents  proposed  to be filed,  which  documents  will be
subject  to the  review of such  counsel  before  such  filing is made,  and the
Company  will comply with any  reasonable  request  made by such counsel to make
changes to the extent such documents do not comply in all material respects with
the Securities Act;

          (b)  prepare  and  file  with  the  SEC  such  amendments   (including
post-effective  amendments) and supplements to such  registration  statement and
the  prospectus  used in  connection  therewith as may be necessary to keep such
registration  statement effective for a period of not less than three months and
to  comply  with  the  provisions  of the  Securities  Act with  respect  to the
disposition of all securities covered by such registration statement during such
period in accordance  with the intended  methods of  disposition  by the sellers
thereof set forth in such registration statement;

          (c) furnish to each seller of  Registrable  Securities  such number of
conformed copies of such registration statement, each amendment and supplement

                                      -16-

<PAGE>

<PAGE>

thereto (in each case including all exhibits),  the prospectus  included in such
registration  statement  (including each preliminary  prospectus) and such other
documents  as such  seller may  reasonably  request in order to  facilitate  the
disposition of the Registrable Securities owned by such seller;

          (d) use its best  efforts  to  register  or qualify  such  Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
any seller  reasonably  requests  and do any and all other acts and things which
may be reasonably necessary or advisable to enable such seller to consummate the
disposition in such  jurisdictions  of the Registrable  Securities owned by such
seller (provided that the Company will not be required to (i) qualify  generally
to do business in any  jurisdiction  where it would not otherwise be required to
qualify but for this  subparagraph,  (ii) subject itself to taxation in any such
jurisdiction,  or (iii) consent to service of process  except as required by the
securities or blue sky laws in any such jurisdiction);

          (e) notify each seller of such Registrable Securities at any time when
a prospectus  relating  thereto is required to be delivered under the Securities
Act of the  Company's  becoming  aware of any  event as a  result  of which  the
prospectus included in such registration  statement, as then in effect, contains
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in light of the circumstances under which they were made, and, at the
written  request of any such seller,  the Company  will prepare a supplement  or
amendment to such prospectus so that, as thereafter  delivered to the purchasers
of such  Registrable  Securities,  such  prospectus  will not  contain an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary to make the  statements  therein not  misleading in
light of the circumstances under which they were made;

          (f) cause all such Registrable Securities covered by such registration
statement  to be  listed  or  quoted on the  principal  securities  exchange  or
national  automated  quotation system on which similar  securities issued by the
Company are then listed or quoted or, if not then listed or quoted, use its best
efforts  to  cause  such  Registrable  Securities  to be  listed  on a  national
securities exchange or quoted on a national automated quotation system;

          (g) provide a transfer  agent and registrar  for all such  Registrable
Securities not later than the effective date of such registration statement;

          (h) in the event the  offering is an  underwritten  offering,  use its
best  efforts to obtain a "cold  comfort"  letter  from the  independent  public
accountants  for the Company in customary  form and covering such matters of the
type customarily covered by such letters;

          (i)  enter  into such  customary  agreements  (including  underwriting
agreements in customary  form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or the underwriters, if any,
reasonably

                                      -17-

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<PAGE>



request in order to expedite or facilitate the  disposition of such  Registrable
Securities; and

          (j)  make  available  for  inspection  by any  seller  of  Registrable
Securities,  any underwriter  participating in any disposition  pursuant to such
registration statement, and any attorney,  accountant or other agent retained by
any  such   seller  or   underwriter,   all   financial   and   other   records,
pertinent corporate  documents  and  properties  of the  Company,  and cause the
Company's officers,  directors,  employees and independent accountants to supply
all information  reasonably requested by any such seller,  underwriter attorney,
accountant or agent in connection with such registration statement.

          The  Company  will  make   generally   available  to  the  holders  of
Registrable  Securities a  consolidated  earnings  statement  (which need not be
audited)  for  the  twelve  months  beginning  after  the  effective  date  of a
registration  statement as soon as reasonably  practicable after the end of such
period,  which earnings  statement shall satisfy Section 11(a) of the Securities
Act.

          The  Company  will  at  all  times  after  the  Company  has  filed  a
registration  statement with the SEC pursuant to the  requirements of either the
Securities Act or the Exchange Act, file all reports  required to be filed by it
under the  Securities  Act and the  Exchange  Act and the rules and  regulations
adopted by the SEC  thereunder,  and take such  further  action as any holder or
holders of  Registrable  Securities may  reasonably  request,  all to the extent
required to enable such  holders to be eligible to sell  Registrable  Securities
pursuant  to (i) Rule 144 adopted by the SEC under the  Securities  Act, as such
rule  may be  amended  from  time to  time) or any  similar  rule or  regulation
hereafter adopted by the SEC or (ii) a registration statement on Form S-2 or S-3
or any similar registration form hereafter adopted by the SEC. Upon request, the
Company will deliver to holders of Registrable Securities a written statement as
to whether it has complied with such requirements.

          5.6 Registration Expenses.

          (a)  All  expenses  incident  to  the  Company's   performance  of  or
compliance with this Warrant,  including,  without limitation,  all registration
and filing fees,  fees and expenses of  compliance  with  securities or blue sky
laws, word processing, duplicating and printing expenses, messenger and delivery
expenses,  and  fees  and  disbursements  of  counsel  for the  Company  and all
independent certified public accountants,  underwriters (excluding discounts and
commissions)  and other Persons retained by the Company (all such expenses being
herein  called  "Registration  Expenses"),  will be  borne as  provided  in this
Warrant;  provided that the Company will pay its internal  expenses  (including,
without  limitation,  all salaries  and  expenses of its officers and  employees
performing  legal or  accounting  duties),  the  expense of any annual  audit or
quarterly  review,  the expense of any liability  insurance and the expenses and
fees for listing the securities to be registered on each securities exchange

                                      -18-

<PAGE>

<PAGE>

on which  similar  securities  issued  by the  Company  are then  listed or on a
national automated quotation system.

          (b) In connection with the first Demand Registration, the Company will
reimburse the holders of Registrable Securities covered by such registration for
the reasonable fees and  disbursements of one counsel chosen by the holders of a
majority of the Registrable Securities included in such registration.

          (c) To the extent Registration Expenses are not required to be paid by
the Company each holder of  securities  included in any  registration  hereunder
will pay those  Registration  Expenses  allocable  to the  registration  of such
holder's securities so included,  and any Registration Expenses not so allocable
will be borne by all  sellers of  securities  included in such  registration  in
proportion to the aggregate selling price of the securities to be so registered.

          5.7 Indemnification.

          (a) The Company agrees to indemnify,  to the fullest extent  permitted
by law,  each holder of  Registrable  Securities,  its officers and directors or
general or limited  partners (and  directors  and officers  thereof and, if such
holder is a portfolio or investment  fund,  its  investment  advisers or agents,
and, with respect to any  indemnification  to be provided to The Equitable  Life
Assurance  Society  of the  United  States,  Alliance  Corporate  Finance  Group
Incorporated  and  Alliance  Capital  Management,  L.P.  and their  officers and
directors)  and each Person who controls such holder  (within the meaning of the
Securities Act) (each, a "Holder Indemnitee"), as follows:

                    (i) against all losses,  claims,  damages,  liabilities  and
          expenses  arising  out of or based upon any  untrue or alleged  untrue
          statement of material fact  contained in any  registration  statement,
          prospectus or  preliminary  prospectus,  or any  amendment  thereof or
          supplement  thereto, or any omission or alleged omission of a material
          fact required to be stated therein or necessary to make the statements
          therein not  misleading  (in the case of any prospectus or preliminary
          prospectus, in light of the circumstances under which they were made),
          except  insofar  as the same  arise out of or are based  upon any such
          untrue  statement or omission or  allegation  thereof made in any such
          registration   statement,   prospectus  or   preliminary   prospectus,
          amendment  or  supplement  in reliance on and in  conformity  with any
          information  furnished  in  writing  to the  company  by  such  holder
          expressly  for use  therein or by such  holder's  failure to deliver a
          copy of the registration  statement or prospectus or any amendments or
          supplements thereto after the Company has furnished such holder with a
          sufficient number of copies of the same;

                    (ii) against all losses,  claims,  damages,  liabilities and
          expenses to the extent of the  aggregate  amount paid in settlement of
          any litigation,  or  investigation  or proceeding by any  governmental
          agency or body, commenced or

                                      -19-

<PAGE>

<PAGE>

          threatened,  or of any claim  whatsoever  based  upon any such  untrue
          statement  or  omission,  or any  such  alleged  untrue  statement  or
          omission,  if such  settlement  is  effected  with the  prior  written
          consent of the Company; and

                    (iii)  against  all  expenses  reasonably  incurred  by such
          holder  in  connection  with  investigating,  preparing  or  defending
          against  any  litigation,   or  investigation  or  proceeding  by  any
          governmental  agency or body,  commenced or  threatened,  or any claim
          whatsoever  based upon any such untrue  statement or omission,  or any
          such alleged untrue statement or omission, to the extent that any such
          expense is not paid under clause (i) or (ii) above.

In connection  with an  underwritten  offering,  the Company will indemnify such
underwriters,  their  officers and  directors  and each Person who controls such
underwriters  within the  meaning of the  Securities  Act to the same  extent as
provided above with respect to the indemnification of the Holder Indemnitee.

          (b) In connection with any registration statement in which a holder of
Registrable  Securities is  participating,  each such holder will furnish to the
Company in writing such  information  and  affidavits as the Company  reasonably
requests  for  use  in  connection  with  any  such  registration  statement  or
prospectus and, to the extent permitted by law, will indemnify the Company,  its
directors  and  officers  and each Person who  controls  the Company  within the
meaning of the Securities Act (each, a "Company Indemnitee") against any losses,
claims,  damages,  liabilities  and  expenses  arising  out of or based upon any
untrue  statement  of material  fact  contained in the  registration  statement,
prospectus or  preliminary  prospectus,  or any amendment  thereof or supplement
thereto,  or any omission of a material  fact  required to be stated  therein or
necessary  to make the  statements  therein not  misleading  (in the case of any
prospectus or preliminary prospectus,  in light of the circumstances under which
they were made),  but only to the extent the same arise out of or are based upon
any such untrue  statement  or omission or  allegation  thereof made in any such
registration  statement,  prospectus  or  preliminary  prospectus,  amendment or
supplement in reliance on and in conformity  with any  information  furnished in
writing to the Company by such holder  expressly for use therein;  provided that
the obligation to indemnify will be several,  not joint and several,  among such
holders of  Registrable  Securities  and the  liability  of each such  holder of
Registrable  Securities  will be in  proportion to and limited to the net amount
received by such holder from the sale of Registrable Securities pursuant to such
registration statement.

          (c) Any Person  entitled to  indemnification  hereunder  will (i) give
prompt  written  notice to the  indemnifying  party of any claim with respect to
which it seeks  indemnification  and (ii)  unless  in such  indemnified  party's
reasonable  judgment  a  conflict  of  interest  between  such  indemnified  and
indemnifying  parties  may  exist  with  respect  to  such  claim,  permit  such
indemnifying  party to assume the defense of such claim with counsel  reasonably
satisfactory  to  the  indemnified  party.  If  such  defense  is  assumed,  the
indemnifying  party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be

                                      -20-

<PAGE>

<PAGE>

unreasonably  withheld). An indemnifying party who is not entitled to, or elects
not to,  assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified  hereunder by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any  indemnified  party  a  conflict  of  interest  may  exist  between  such
indemnified party and any other of such indemnified parties with respect to such
claim in which  case  such  indemnified  party  shall  have the  right to employ
separate  counsel.  Failure to give prompt  written notice shall not release the
indemnifying party from its obligations hereunder, except to the extent that the
indemnifying party is actually prejudiced by such failure to give notice.

          (d) The indemnification provided for under this Warrant will remain in
full force and effect  regardless of any  investigation  made by or on behalf of
the  indemnified  party or any officer,  director or controlling  Person of such
indemnified party and will survive the transfer of securities.  The Company also
agrees to make such  provisions as are reasonably  requested by any  indemnified
party for contribution to such party in the event the Company's  indemnification
is unavailable for any reason.

          5.8  Contribution.   In  order  to  provide  for  just  and  equitable
contribution in circumstances under which the indemnity  contemplated by Section
5.7 is for any reason not  available,  the parties  required to indemnify by the
terms  thereof  shall  contribute  to the  aggregate  losses,  claims,  damages,
liabilities and expenses of the nature  contemplated by such indemnity agreement
incurred by any Holder Indemnitee, any Company Indemnitee and one or more of the
underwriters,  except to the extent that  contribution  is not  permitted  under
Section  11(f) of the  Securities  Act. In  determining  the  amounts  which the
respective  parties shall  contribute,  there shall be  considered  the parties'
relative  fault  concerning  the  matter  with  respect  to which  the claim was
asserted, knowledge and access to information concerning the matter with respect
to which the claim was  asserted,  the  opportunity  to correct  and prevent any
statement or omission and any other equitable  considerations  appropriate under
the  circumstances;  provided  that, if  applicable  law or a court of competent
jurisdiction requires that the relative benefits received by each party from the
offering of the Registrable  Securities be taken into account in determining the
amounts which the respective parties shall contribute, the parties agree that it
would be unjust and inequitable  not to take into account the benefits  received
by the Company  Indemnitees in connection with the transactions  contemplated by
the Securities  Purchase  Agreement  referred to in the second paragraph of this
Warrant, including but not limited to the proceeds of the securities sold by the
Company to the Holder thereunder. The Company and each Person selling securities
agree with each other that no seller of Registrable Securities shall be required
to  contribute  any amount in excess of the amount such  seller  would have been
required to pay to an indemnified  party if the indemnity under Section 5.8 were
available. No person guilty of fraudulent  misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to  contribution  from
any person who was not guilty of such fraudulent misrepresentation.  The Company
and  each  such  seller  agree  with  each  other  and the  underwriters  of the
Registrable Securities, if requested by such underwriters,  that it would not be
equitable if the amount of such contribution were determined by pro rata

                                      -21-

<PAGE>

<PAGE>

or per capita  allocation (even if the  underwriters  were treated as one entity
for such  purpose)  or for the  underwriters'  portion of such  contribution  to
exceed the percentage that the underwriting discount bears to the initial public
offering price of the Registrable Securities.  For purposes of this Section 5.8,
each Person,  if any, who controls an underwriter  within the meaning of Section
15 of the  Securities  Act shall have the same  rights to  contribution  as such
underwriter,  and each  director  and each officer of the Company who signed the
registration  statement,  and each Person, if any, who controls the Company or a
seller of  Registrable  Securities  within  the  meaning  of  Section  15 of the
Securities  Act, shall have the same rights to  contribution as the Company or a
seller of Registrable Securities, as the case may be.

          5.9  Participation  in  Underwritten  Registrations.   No  Person  may
participate in any  registration  hereunder  which is  underwritten  unless such
Person (a) agrees to sell such Person's  securities on the basis provided in any
underwriting  arrangements  approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all  questionnaires,
powers of attorney,  indemnities,  underwriting  agreements and other  documents
required under the terms of such underwriting arrangements.

          5.10  Recapitalization  of  Nonvoting  Stock.  At any time a holder of
nonvoting Registrable Securities wishes to sell such shares pursuant to a public
offering of shares of voting common  stock,  the Company shall cause such shares
to be  recapitalized  into or exchanged for shares of voting common stock,  such
recapitalization   or  exchange  to  become   effective  at  such  time  as  the
registration  statement  pertaining  to such  shares  has  been  filed  with and
declared effective by the SEC.

                                   ARTICLE VI

                                   DEFINITIONS

          As used herein, the following terms have the following meanings:

          "Additional  Shares of Common"  shall mean all shares of Common  Stock
issued by the Company after the date hereof except Warrant Shares.

          "Appraisal  Procedure"  means  a  procedure  whereby  two  independent
accounting or investment banking firms of nationally  recognized standing (each,
an "Appraiser"),  one chosen by the Company and one by a Majority in Interest of
Warrantholders, shall mutually agree upon the determinations then the subject of
appraisal.  Each  party  shall  deliver  a notice to the  other  appointing  its
Appraiser within 15 days after the Appraisal  Procedure is invoked. If within 30
days after  appointment of the two Appraisers  they are unable to agree upon the
amount in question,  an  independent  accounting or  investment  banking firm of
nationally  recognized  standing  shall be chosen to serve as a third  Appraiser
within 10 days thereafter by the mutual consent of such first two Appraisers or,
if such first two Appraisers fail to agree upon

                                      -22-

<PAGE>

<PAGE>

the  appointment  of a third  Appraiser  (or if either party fails to appoint an
Appraiser),   such  appointment  shall  be  made  by  the  American  Arbitration
Association,  or any organization successor thereto, from a panel of arbitrators
having  experience  in the appraisal of the type of Property then the subject of
appraisal.  The decision of the third Appraiser so appointed and chosen shall be
given  within 30 days  after the  selection  of such third  Appraiser.  If three
Appraisers  shall  be  appointed  and  the  determination  of one  Appraiser  is
disparate from the middle  determination  by more than twice the amount by which
the other  determination  is disparate from the middle  determinations  then the
determination   of  such  Appraiser   shall  be  excluded,   the  remaining  two
determinations  shall  be  averaged  and  such  average  shall  be  binding  and
conclusive on the Company and the  Warrantholders;  otherwise the average of all
three  determinations  shall be binding  and  conclusive  on the Company and the
Warrantholders.  The costs of conducting any Appraisal  Procedure shall be borne
as follows:  (i) the costs of the  Appraiser  designated by the Company shall be
borne  by the  Company;  (ii)  the  costs  of the  Appraiser  designated  by the
Warrantholders  shall  be  borne  by  the  Warrantholders;   (iii)  other  costs
separately  incurred  by the Company  and by the  Warrantholders  shall be borne
separately by them; and (iv) the costs of the third Appraiser,  if any, shall be
borne  equally  by the  Company  and the  Warrantholders,  provided  that if the
Appraisal  Procedure  results in a  determination  of Fair Market  Value that is
disparate by five percent or more from the Company's  initial  determination  of
Fair Market  Value  pursuant to Section  3.2,  the costs of the third  Appraiser
shall be borne solely by the Company.

          "Business  Day" means (a) if the Common Stock is listed or admitted to
trading on a national securities exchange, a day on which the principal national
securities  exchange on which the Common  Stock is listed or admitted to trading
is open for  business or (b) if the Common Stock is not so listed or admitted to
trading,  a day on which any New York  Stock  Exchange  member  firm is open for
business.

          "Capital  Stock"  means all issued and  outstanding  shares of capital
stock of any class of the Company.

          "Closing  Price" on any day means (a) if the Common Stock is listed or
admitted for trading on a national securities exchange,  the reported last sales
price  regular way or, if no such  reported sale occurs on such day, the average
of the closing bid and asked prices regular way on such day, in each case on the
principal  national  securities  exchange on which the Common Stock is listed or
admitted  to  trading,  or (b) if the Common  Stock is not listed or admitted to
trading on any national securities  exchange,  the closing price reported by the
NASDAQ National Market System or, if not so reported, the average of the closing
bid and asked prices in the  over-the-counter  market on such day as reported by
NASDAQ or any comparable  system or, if not so reported,  as reported by any New
York Stock Exchange member firm selected by the Company for such purpose.

          "Common Stock" means the Common Stock,  par value $0.001 per share, of
the Company, subject to change pursuant to Article IV.

                                      -23-

<PAGE>

<PAGE>

          "Common  Stock  Equivalent"  shall mean any  Convertible  Security  or
warrant,  option or other  right to  subscribe  for or purchase  any  Additional
Shares of Common or any Convertible Security.

          "Company" is defined in the first paragraph of this Warrant.

          "Company Indemnitee" is defined in Section 5.7(b).

          "Convertible Securities" shall mean evidences of indebtedness,  shares
of capital stock or other securities which are or may be at any time convertible
into or exchangeable for Additional Shares of Common.

          "Demand Registration" is defined in Section 5.1(a).

          "Exercise Price" means $10.00 per Warrant Share, subject to adjustment
pursuant to Article IV.

          "Expiration Date" means January 15, 2004.

          "Fair  Market  Value"  means the fair market  value of the business or
Property in question,  as  determined in good faith by the Board of Directors of
the Company or  otherwise  as provided  herein;  provided,  that the Fair Market
Value of any security for which a Closing Price is available shall be the Market
Price of such  security.  The Fair Market Value of the Company shall be the Fair
Market Value of the Company and its Subsidiaries on a consolidated basis.

          "Holder" is defined in the first paragraph of this Warrant.

          "Holder Indemnitee" is defined in Section 5.7(a).

          "Majority in Interest of Warrantholders" means the holders of Warrants
entitling  such  holders to  purchase a majority  of the shares of Common  Stock
subject to  purchase  upon  exercise of such  Warrants  at the time  outstanding
(exclusive of Warrants then owned by the Company or any Affiliate (as defined in
the Purchase Agreement).

          "Management  Shares"  means  (a)  shares  of  Common  Stock  issued to
officers, directors,  employees or consultants of the Company from time to time,
upon the exercise of options granted  pursuant to a stock option plan or similar
plan approved by the Company's shareholders, and (b) no more than 100,000 shares
of Common Stock  (subject to adjustment for stock splits,  combinations  and the
like) in any  calendar  year  issued to persons  becoming  officers,  directors,
employees  or  consultants  of the  Company in order to induce  such  persons to
accept such positions;  provided that in either case, on the date of grant,  the
exercise  price of such  options is equal to the Fair Market Value of the shares
issuable upon exercise thereof.

                                      -24-

<PAGE>

<PAGE>

          "Market  Price" as at any date of  determination  means the average of
the daily  Closing  Prices of a share of Common Stock for the shorter of (i) the
20 consecutive Business Days ending on the most recent Business Day prior to the
Time of Determination and (ii) the period commencing on the date next succeeding
the first public  announcement of the issuance,  sale,  distribution or grant to
stockholders  through  such  most  recent  Business  Day  prior  to the  Time of
Determination. "Time of Determination" means the time and date of the earlier of
(x) the determination of stockholders  entitled to receive such issuance,  sale,
distribution  or grant and (y) the  commencement  of  "ex-dividend"  trading  in
respect thereof.

          "NASD" means The National Association of Securities Dealers, Inc.

          "NASDAQ" means The National  Association of Securities  Dealers,  Inc.
Automated Quotation System.

          "Offerors" is defined in Section 5.1(a).

          "Permitted Transferee" means, with respect to the original Holder, any
of its Affiliates and any portfolio or investment  fund for which such Holder or
any of its Affiliates acts as investment adviser.

          "Property"  shall mean any  interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible,  including,  without
limitation, cash or cash equivalents.

          "Purchase  Agreement"  is  defined  in the  second  paragraph  of this
Warrant.

          "Piggyback Registration" is defined in Section 5.2(a).

          "Registrable  Securities" means the Warrant Shares and any shares into
which such Warrant Shares are subdivided, combined or otherwise converted by the
Company.

          "Registration Expenses" is defined in Section 5.6.

          "SEC" means the United States  Securities and Exchange  Commission and
any successor agency.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Subsidiary"  means,  as to any person,  a corporation or other entity
whose  shares of capital  stock or other  ownership  interests  having  ordinary
voting power (other than shares of capital  stock or other  ownership  interests
having such power only by reason of the happening of a  contingency)  to elect a
majority of the  directors  of such  corporation,  or other  persons  performing
similar functions for such entity,  are owned,  directly or indirectly,  by such
person.

                                      -25-

<PAGE>

<PAGE>

          "Warrantholder" means a holder of a Warrant.

          "Warrants" is defined in the second paragraph of this Warrant.

          "Warrant  Shares"  means the shares of Common Stock  issuable upon the
exercise of the Warrants.

                                   ARTICLE VII

                                  MISCELLANEOUS

          7.1 Notices.  All  communications  provided for hereunder  shall be in
writing  and  delivered  personally  or by  overnight  delivery  (by  courier or
nationally  recognized  overnight  delivery  service)  or  sent by  first  class
registered or certified mail, postage prepaid and return receipt  requested,  or
sent by  facsimile  (with such  facsimile  to be  confirmed  promptly  by return
facsimile),  sent (i) if to the Holder or any other holder of  Warrants,  to its
address as shown on the books  maintained  by the Company,  unless the Holder or
other   holder  of  Warrants   shall   notify  the  Company   that  notices  and
communications should be sent to a different address, in which case such notices
and  communications  shall be sent to the address  specified by the Holder;  and
(ii) if to the Company, at the address specified in the Purchase Agreement.  All
such communications shall be deemed to have been given or made when so delivered
by hand or sent by facsimile,  or one Business Day after being sent by overnight
delivery or five Business Days after being so mailed.

          7.2  Waivers;  Amendments.  No  failure  or  delay  of the  Holder  in
exercising any power or right hereunder  shall operate as a waiver thereof,  nor
shall  any  single  or  partial  exercise  of any such  right or  power,  or any
abandonment or discontinuance of steps to enforce such right or power,  preclude
any other or further  exercise  thereof or the  exercise  of any other  right or
power. The rights and remedies of the Holder are cumulative and not exclusive of
any rights or remedies  which it would  otherwise  have.  The provisions of this
Warrant  may be  amended,  modified  or waived  with (and only with) the written
consent of the Company and a Majority in Interest of  Warrantholders;  provided,
however,  that no such  amendment,  modification or waiver adverse to any Holder
shall,  without the  written  consent of such  Holder,  (a) change the number of
shares of Common Stock subject to purchase  upon  exercise of this Warrant,  the
Exercise  Price or any  provision  for payment  thereof or (b) amend,  modify or
waive the provisions of this Section or Article III or IV. The provisions of the
Purchase  Agreement may be amended,  modified or waived only in accordance  with
the respective provisions thereof.

          Any such amendment,  modification or waiver effected  pursuant to this
Section or the applicable  provisions of the Purchase Agreement shall be binding
upon the holders of all Warrants  and Warrant  Shares,  upon each future  holder
thereof and upon the Company.  In the event of any such amendment,  modification
or waiver the

                                      -26-

<PAGE>

<PAGE>

Company shall give prompt notice  thereof to all holders of Warrants and Warrant
Shares and,  if  appropriate,  notation  thereof  shall be made on all  Warrants
thereafter surrendered for registration of transfer or exchange.

          No notice  or demand on the  Company  in any ease  shall  entitle  the
Company  to  any  other  or  further  notice  or  demand  in  similar  or  other
circumstances.

          7.3 Governing Law. This Warrant shall be construed in accordance  with
and  governed  by the laws of New York,  except to the  extent  that the laws of
Delaware shall be mandatorily applicable hereto.

          7.4 Survival of Agreements;  Representations and Warranties,  etc. All
warranties,  representations  and  covenants  made by the  Company or the Holder
herein or in any certificate or other instrument delivered by or on behalf of it
in connection  with the Warrants shall be considered to have been relied upon by
the Holder or the  Company,  respectively,  and shall  survive the  issuance and
delivery of the Warrants,  regardless of any investigation made by the Holder or
the Company, and shall continue in full force and effect so long as this Warrant
is outstanding. All statements in any such certificate or other instrument shall
constitute representations and warranties hereunder.

          7.5  Covenants  To  Bind   Successor  and  Assigns.   All   covenants,
stipulations,  promises and agreements in this Warrant contained by or on behalf
of the Company or the Holder shall bind its successors  and assigns,  whether so
expressed or not.

          7.6 Severability.  In case any one or more of the provisions contained
in this Warrant shall be invalid,  illegal or unenforceable in any respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired  thereby.  The parties shall
endeavor  in  good  faith  negotiations  to  replace  the  invalid,  illegal  or
unenforceable  provisions  with valid  provisions  the economic  effect of which
comes as close as  possible  to that of the  invalid,  illegal or  unenforceable
provisions.

          7.7  Section  Headings.  The  section  headings  used  herein  are for
convenience  of  reference  only,  are not part of this  Warrant  and are not to
affect the construction of or be taken into  consideration in interpreting  this
Warrant.

          7.8 No Rights as  Stockholder.  This  Warrant  shall not  entitle  the
Holder to any rights as a stockholder of the Company.

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

                                      -27-

<PAGE>

<PAGE>

          7.10 No  Impairment.  The Company shall not by any action,  including,
without  limitation,  amending its certificate of  incorporation  or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issuance
or sale of securities or any other voluntary action,  avoid or seek to avoid the
observance or performance  of any of the terms of this Warrant,  but will at all
times in good  faith  assist in the  carrying  out of all such  terms and in the
taking of all such  actions as may be necessary  or  appropriate  to protect the
rights of the Holder against impairment.  Without limiting the generality of the
foregoing,  the  Company  will (a) not  increase  the par value of any shares of
Common  Stock  receivable  upon the  exercise of this  Warrant  above the amount
payable  therefor upon such exercise  immediately  prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant,  and (c) use its best efforts to
obtain  all  such  authorizations,   exemptions  or  consents  from  any  public
regulatory  body having  jurisdiction  thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.

          7.11  Complete  Agreement.  This Warrant and the  Purchase  Agreement,
together with the documents referred to herein and therein, contain the complete
agreement  between the parties with respect to the subject  matter  hereof,  and
supersede any prior understandings,  agreements or representations by or between
the parties,  written or oral,  with respect to the subject matter hereof.  This
Warrant is entitled to the benefits of Section 10.11 of the Purchase  Agreement,
which is incorporated herein by reference.

                                      * * *

                                      -28-

<PAGE>

<PAGE>

          IN WITNESS  WHEREOF,  the  undersigned  has caused this  Warrant to be
executed in its corporate name by one of its officers thereunto duly authorized,
as of the date first above written.

                                             KELLSTROM INDUSTRIES, INC.

                                             By________________________________
                                               Name:
                                               Title:

                                      -29-

<PAGE>

<PAGE>
                               SUBSCRIPTION NOTICE

                    (To be executed upon exercise of Warrant)

To KELLSTROM INDUSTRIES, INC.:

          The  undersigned  hereby  irrevocably  elects to exercise the right of
purchase  represented by the attached  Warrant for, and to purchase  thereunder,
__________ shares of Common Stock as provided for therein, and [tenders herewith
payment of the Exercise Price in the form of a certified or bank cashier's check
or wire transfer] [in lieu of payment in cash, hereby  surrenders  Warrants with
an aggregate value equal to the aggregate  Exercise  Price.  For purposes of the
preceding  sentence,  the value of any Warrant shall be equal to the  difference
between the aggregate  Market Value of the Warrant Shares issuable upon exercise
thereof and the aggregate Exercise Price payable upon exercise thereof].

          Please issue a certificate or  certificates  for such shares of Common
Stock in the following name or names and denominations:

          If said  number of shares  shall not be all the shares  issuable  upon
exercise of the attached  Warrant,  a new Warrant is to be issued in the name of
the undersigned for the balance  remaining of such shares less any fraction of a
share paid in cash.

Dated:


                                                  ______________________________
                                                  [Note:   the  above  signature
                                                  should correspond exactly with
                                                  the  name  on the  face of the
                                                  attached  Warrant  or with the
                                                  name of the assignee appearing
                                                  in the assignment form below.]

                                      -30-

<PAGE>

<PAGE>
                                   ASSIGNMENT

                   (To be executed upon assignment of Warrant)

          For value received,  __________________________  hereby sells, assigns
and  transfers  unto  ____________________________________________  the attached
Warrant,  together with all right,  title and interest therein,  and does hereby
irrevocably  constitute  and appoint ___________________  attorney  to  transfer
said  Warrant on the books of KELLSTROM  INDUSTRIES,  INC.,  with full power  of
substitution  in the premises.

                                                  ______________________________
                                                  [Note:   the  above  signature
                                                  should correspond exactly with
                                                  the  name  on the  face of the
                                                  attached Warrant.]

Dated:

                                      -31-

<PAGE>

<PAGE>

                                   ASSIGNMENT

                   (To be executed upon assignment of Warrant)

          For  value  received,   _____________________________   hereby  sells,
assigns and transfers unto  _______________________________________________  the
attached Warrant,  together with all right, title and interest therein, and does
hereby  irrevocably  constitute  and  appoint  _____  attorney  to transfer said
Warrant  on  the books  of  KELLSTROM  INDUSTRIES,  INC.,  with  full  power  of
substitution in the premises.

                                                  ______________________________
                                                  [Note:   the  above  signature
                                                  should correspond exactly with
                                                  the  name  on the  face of the
                                                  attached Warrant.]

Dated:

                                      -32-




<PAGE>