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                                AMENDMENT NO. 1
                                       TO
                              EMPLOYMENT AGREEMENT

     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT  ("Amendment"),  entered into as of
February  ___,  1997 but bearing an  effective  date of January 1, 1997,  by and
between KELLSTROM  INDUSTRIES,  INC., a  Delaware  corporation   having  offices
at 14000 N.W. 4th Street, Sunrise,  Florida  33325  (the "Company") and  John S.
Gleason, residing at ____________________ (the "Executive").

                                    RECITALS
                                    --------

         WHEREAS,  the  Company and the  Executive  entered  into an  Employment
Agreement,  dated as of May 18, 1995 (the "Employment  Agreement"),  pursuant to
which,  among other things, the Executive assumed duties of a responsible nature
to the benefit of the Company and its Board of Directors; and

         WHEREAS, the Company and the Executive desire to amend the Employment
Agreement as set forth herein;

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

     1. Section 3(a) of the  Employment  Agreement is hereby  amended to read in
its entirety as follows:

     (a)  Position and Duties.  Effective  as of January 1, 1997 and  thereafter
     during the Employment  Period the  Executive's  position shall be Executive
     Vice President,  Chief Financial Officer, Treasurer and Assistant Secretary
     of  the  Company.  The  Executive's  services  shall  be  performed  at the
     Company's headquarters or a location where a substantial activity for which
     the Executive has responsibility is located.

     2. Section 3(b) of the  Employment  Agreement is hereby  amended to read in
its entirety as follows:

    (b)      Compensation.

     (i) Base Salary.  Effective  as of January 1, 1997,  the  Executive's  base
annual salary shall be $190,000.  During the Employment  Period, the Executive's
base annual salary may be reviewed and changed;  however,  the Company shall not
pay the Executive a base annual salary less than $190,000 after January 1,







 
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1997 and thereafter during the Employment  Period. Any increase  in  base salary
shall not serve to limit or reduce any other  obligation  to the Executive under
this Agreement.

     (ii) Annual Bonus.  For each calendar year  commencing with the year ending
December 31, 1997, at the end of which the Executive is employed  by the Company
as set forth herein:

     (A) if the Company  has Net Income (as  defined  below) for such year of an
amount equal to the target net income before taxes determined in accordance with
generally accepted  accounting  principles in the U.S. as in effect from time to
time (the "Net Income") as approved by the Board of Directors of the Company (or
the Executive Committee of the Board of Directors,  if one exists) for such year
(the "Target"), the Executive shall be entitled to a bonus in an amount equal to
$90,000.

     (B) if the Company has Net Income for such year of more than the Target and
less  than 150% of the Target,  the Executive  shall be entitled to a  bonus  as
calculated below:

                  B = $90,000  +  $90,000  x  (NI - T)
                                               ------
                                                  T

         where:

                  B = the bonus earned in such year.

                  T = the Target for such year.

                  NI = the actual Net Income for such year.

     (C) if the Company has Net Income for such year  of 150% of  the  Target or
more, the Executive shall be entitled to a bonus of $135,000.

     (D) if the Company has Net Income  for  such year of less than  50%  of the
Target, the Executive shall not be entitled to a bonus.

     (E) if the  Company  has Net Income for such year of at least  50%  of  the
Target  but  less  than  the  Target,  the  Executive  shall  be entitled  to  a
bonus as calculated below:

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                  B =  $90,000  -  ($90,000  x  2  x  (T  -  NI)  )
                                                ---------------
                                                          T

                  where:

                  B = the bonus earned in such year.

                  T = the Target for such year.

                  NI = the actual Net Income for such year.

      3. Section 3(c) of the  Employment  Agreement is hereby amended to include
the  following  Subsection  (iv)  which  shall read in its entirety as follows:

                  (iv) Life  Insurance.  The Company shall obtain and maintain a
         life  insurance  policy on the life of the  Executive  in the amount of
         $2,000,000 with a variable annuity feature  mutually  acceptable to the
         Executive  and the  Company.  The Company  will pay the premium on such
         policy for the entire period  commencing on the date of this  Amendment
         and ending on the seventh  anniversary  of the date hereof (the "Policy
         Period").  Until January 1, 1999, the Company shall own, and shall have
         the right to designate the beneficiary  under,  such insurance  policy.
         The Executive  shall have the option of causing the Company to transfer
         the ownership of the policy (and the right to designate the beneficiary
         thereunder) to the Executive at no cost to the Executive  after January
         1, 1999 (but the  Company  will  continue  to pay the  premium  on such
         policy  for the  entire  Policy  Period).  If the  Executive  does  not
         exercise  his option to  transfer  ownership  of the  policy,  upon the
         termination of the Policy Period, the Company shall transfer the policy
         to the  Executive at no cost to the  Executive.  In the event that this
         Agreement is terminated  (other than for cause) prior to that time, the
         Company will transfer  ownership of the policy to the Executive and pay
         the Executive a lump sum payment equal to the unpaid premium  remaining
         through  the end of the  Policy  Period.  Such lump sum  payment  shall
         include  an amount  sufficient  to  compensate  the  Executive  for any
         Federal,  state or local  income taxes  associated  with the receipt of
         such payment.

     4. Section 8(b) of the  Employment  Agreement is hereby  amended to read in
its  entirety  as  follows:  


                  (b) as  soon  as  practicable  after  the Company has received
     at least  $15,000,000  of  proceeds  from  the  exercise  of  its  existing
     public  warrants  outstanding  as of the January 1, 1997 and so long as the
     Employment  Period has not expired or been terminated,  the Executive shall
     be granted  options to  purchase  100,000  shares of the  Company's  common
     stock,  subject to the approval of the Company's  Board of Directors.  Such
     options will,  subject to the terms thereof  (consistent  with the terms of
     the Company's  1996 Stock Option Plan),  be exercisable at a price equal to
     100% of the fair market value of the common

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         stock of the  Company at the time such  options  are  granted and shall
         vest with the Executive in three equal annual installments beginning on
         the first anniversary of the date of grant.

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

         6. As herein amended, the  Employment Agreement  shall remain  in  full
force and effect.

         IN WITNESS  WHEREOF,  the  Company and the  Executive  have caused this
Amendment to be executed as of the date first written above.

                                                     KELLSTROM INDUSTRIES, INC.

                                                     By:________________________
                                                     Name:    Zivi R. Nedivi
                                                     Title:   President and CEO

                                                     ---------------------------
                                                     John S. Gleason


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