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                                  EXHIBIT 10.5

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This  Amended and Restated  Employment  Agreement is entered into as of
January  30, 1996  between  Kellstrom  Industries,  Inc.  (formerly  Israel Tech
Acquisition  Corp.),  a  Delaware  corporation,  having its  principal  place of
business  at Sawgrass  International  Corporate  Park,  14000  Northwest  Fourth
Street, Sunrise, Florida 33325 (the "Company"),  and Anthony Motisi, residing at
7440 SW 29th Street,  Plantation,  Florida,  33317 (the "Executive")  amends and
restates the employment agreement dated June 22, 1995 by and between the Company
and the Executive (the "Original Employment Agreement").

                              W I T N E S S E T H:

         WHEREAS,  the Executive has assumed  duties of a responsible  nature to
the benefit of the Company and its Board of Directors; and

         WHEREAS, the Board of Directors of the Company believes it to be in the
best  interests  of the  Company  to enter  into this  Agreement  to assure  the
Executive's  continuing  services to the Company and to diminish any distraction
on the part of the Executive  resulting  from personal  uncertainties  and risks
associated with assuming this position; and

         WHEREAS,  the  Company  and the  Executive  entered  into the  Original
Employment Agreement;

         NOW,  THEREFORE,   in  consideration  of  the  mutual  promises  herein
contained,  the  Company  and the  Executive  hereby  agree  that  the  Original
Employment  Agreement  shall be amended and  restated in its entirety to read as
follows:

1.       DEFINITIONS.

         (a) The "Agreement"  shall mean this Employment  Agreement  between the
Company and the Executive.

         (b) The "Board" shall mean the Board of Directors of the Company.

         (c) A "Change of Control" shall mean (i) any  transaction  that has the
result that  stockholders  of the Company  immediately  before such  transaction
cease to own at least 51% of (x) the voting  stock of the  Company or (y) of any
entity that results  from the  participation  of the Company in  reorganization,
liquidation  or  any  other  form  of  corporate  transaction;  (ii)  a  merger,
consolidation,  reorganization,  liquidation or dissolution in which the Company
does not survive;  or (iii) a sale, lease,  exchange or other disposition of all
or substantially all the property and assets of the Company.



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         (d) The  "Company"  shall mean  Kellstrom  Industries,  Inc.  (formerly
Israel Tech Acquisition Corp.), a Delaware corporation.

         (e)  "Dependents"  shall mean the Executive's  spouse and children,  if
any.

         (f) The  "Effective  Date"  shall  mean the date of the  closing of the
Asset Purchase  Agreement dated February 15, 1995 among Israel Tech  Acquisition
Corp.,  a  Delaware   corporation,   Rada  Electronic   Industries  Ltd.,  Tasco
Electronics Inc., a Delaware corporation, and the Company.

         (g) The  "Employment  Period"  shall mean the period  commencing on the
Effective Date and ending on the fifth anniversary of the Effective Date.

         (h) The "Executive" shall mean Anthony Motisi.

         (i) The  "Health  Insurance"  shall mean such  health  insurance  as is
available to other contract employees of the Company.

         (j) The  "Pension  Plan"  shall have the  meaning  set forth is Section
3(c)(i) of this Agreement.

         (k) The  "Salary"  shall mean the  amount set forth in Section  3(b) of
this Agreement.

2. EMPLOYMENT PERIOD. The Company hereby agrees to continue the Executive in his
employ,  and the Executive hereby agrees to remain in the employ of the Company,
for the  duration  of the  Employment  Period  under the  terms  and  conditions
provided  herein.  This Agreement  shall  terminate at the end of the Employment
Period,  unless it is terminated  prior to the end of the  Employment  Period by
virtue of one of the provisions of Section 5 of this Agreement.

3. TERMS OF EMPLOYMENT.

         (a) Position and Duties.  During the Employment Period the  Executive's
position  shall  be  the  Vice  President - Operations. 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.

         (b)      Compensation.

                  (i) Base Salary.  As of the Effective  Date of the  Agreement,
the  Executive's  annual  salary (the  "Salary")  shall be  $75,000.  During the
Employment Period, the Executive's Salary may be reviewed and changed;  however,
the Company  shall not pay the  Executive a Salary less than $75,000  during the
Employment Period. Any increase in the Salary shall not serve to limit or reduce
any other obligation to the Executive under this Agreement.

                                       -2-


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                  (ii) Annual Bonus.  For each calendar year commencing with the
year ending  December 31, 1996, at the end of which the Executive is employed by
the Company as its Vice-President:

                  (A) if the Company has Net Income (as defined  below) for such
         year of an amount equal to the target net income before taxes (such net
         income to be determined by eliminating  the effect of any  intercompany
         transactions  prior  to the  closing  date of the  Acquisition  and any
         deductions from net income in respect of transaction  expenses  related
         to the Acquisition),  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, if one exists) for such year (the
         "Target"),  the  Executive  shall be  entitled  to a bonus in an amount
         equal to $40,000.

                  (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 = 40,000 + $40,000 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 $60,000.

                  (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:

         B = $40,000 - ($40,000 x 2 x (T - NI))
                                  -------------
                                          T

         where:

                  B = the bonus earned in such year.


                                       -3-



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                  T = the Target for such year.

                  NI = the actual Net Income for such year.

                  (c) Benefits.  In addition to the compensation  payable to the
         Executive  as set forth in Section  3(b) above,  during the  Employment
         Period the Executive shall be eligible to participate in the following:

                          (i) Pension Plan. The Company shall  establish for the
                  Executive an accumulating life insurance  plan/pension plan to
                  which  the  Company  shall  contribute  $4,000  annually  (the
                  "Pension Plan").

                          (ii) Health  Insurance.  The Company shall provide the
                  Health  Insurance for the Executive and his Dependents that it
                  provides  to other  contract  employees  of the  Company.  The
                  provision  of  the  Health   Insurance  shall  be  subject  to
                  acceptance by the  insurance  company of the Executive and his
                  Dependents to the Company's  current program or whatever other
                  program the Company's  Board of Directors may decide to elect.
                  The Executive  shall be solely  responsible for all deductible
                  and copayment  amounts due according to the Health  Insurance.
                  Upon  termination of this  Agreement,  all payments under this
                  Section  3(c)(ii)  shall cease,  provided,  however,  that the
                  Executive  shall be entitled to payments for periods  prior to
                  the date of the  termination  and for which the  Executive has
                  not yet been paid.

                          (iii) Other Benefits.  The Executive shall be eligible
                  to all other incentive,  savings,  welfare  (including without
                  limitation   medical   and  dental,   disability   and  salary
                  continuance insurance) plans, practices, policies and programs
                  applicable  on or after the Effective  Date to other  contract
                  employees of the Company.

                  (d) Other Business Expenses.  During the Employment Period the
         Executive  shall be entitled to receive prompt  reimbursement  from the
         Company for all reasonable business expenses incurred by the Executive,
         itemized in accordance with the Company's existing policies,  practices
         and procedures.

                  (e)  Fringe  Benefits.   During  the  Employment  Period,  the
         Executive  shall be entitled to all fringe  benefits  applicable  on or
         after the Effective Date to other contract employees of the Company.

                  (f)  Vacation.  During the  Employment  Period,  the Executive
         shall be entitled to paid vacation in accordance  with the policies and
         practices applicable on or after the Effective Date to other executives
         of the  Company,  provided  that the  Executive  shall be entitled to a
         minimum of three weeks of paid  vacation per calendar  year.  If during
         the  Employment  Period  the  Executive  serves  for  less  than a full
         calendar year, the minimum three weeks shall be prorated for the


                                       -4-


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         period of the year in which the Executive served.  Vacation accrued but
         unused  at the end of a  calendar  year may be  carried  over  into the
         following  calendar year or years,  provided that unused  vacation days
         shall be accrued up to a maximum of six weeks.

                  (g) Holidays and Sick Leave.  The Executive  shall be entitled
         to all  holidays  that are  prescribed  by the  Company's  policies and
         practices.  The  Executive  shall be entitled to 5 days paid sick leave
         per  year.  Unused  sick  leave  days  may not be  carried  over to the
         following calendar year or years.

                  (h)  Automobile.  During the  Employment  Period,  the Company
         shall make available to the Executive an automobile  commensurate  with
         his position and shall pay for all expenses related thereto  including,
         without limitation, gas and insurance.

4.  EXECUTIVE'S  OBLIGATIONS.  During the Employment  Period,  and excluding any
periods of  vacation  and sick leave to which the  Executive  is  entitled,  the
Executive  agrees to devote  substantially  all of his attention and time during
normal  business hours to the business and affairs of the Company and to perform
faithfully and efficiently the responsibilities assigned to the Executive.

5.  TERMINATION.

         (a) Notice.  During the Employment Period,  the Executive's  employment
hereunder  may be  terminated  upon  sixty  (60)  days  prior  notice  by either
Executive or the Company.  Any such termination  shall be evidenced by a written
document signed by the party providing notice. If the Executive's  employment is
terminated by reason of the Executive's death, the Company shall have no further
obligations to the Executive's legal representatives under this Agreement, other
than those obligations accrued, earned or vested by the Executive as of the date
of his death. In addition,  the Executive's  family shall be entitled to receive
benefits at least equal to the most favorable  benefits  provided by the Company
to surviving  families of other  contract  employees of the Company based on the
terms of the benefit plans  referenced  in Section 3(c) of this  Agreement as in
effect on the date of the Executive's death.

         (b)  Death.  This  Agreement  shall  terminate  automatically  upon the
Executive's death. If the Executive's  employment is terminated by reason of the
Executive's  death,  the  Company  shall  have  no  further  obligations  to the
Executive's  legal  representatives  under  this  Agreement,  other  than  those
obligations  accrued,  earned or vested by the  Executive  as of the date of his
death. In addition, the Executive's family shall be entitled to receive benefits
at  least  equal to the most  favorable  benefits  provided  by the  Company  to
surviving families of other contract employees of the Company based on the terms
of the benefit plans  referenced in Section 3(c) of this  Agreement as in effect
on the date of the Executive's death.


                                       -5-


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         (c)  Disability.  If the  Company  determines  in good  faith  that the
Executive  has a  "disability"  (as defined  below),  it may give the  Executive
written notice of its intention to terminate the Executive's employment. In such
event, the Executive's  employment with the Company shall terminate effective on
the 60th day after  receipt by the  Executive of such notice.  No such notice of
termination  by reason of  disability  shall be given  until the  Executive  has
experienced  a  period  of  three  consecutive  months  of  disability  and  the
disability is continuing.  The notice of  termination  shall not be effective if
the  Executive  returns to  full-time  performance  of his  duties  prior to the
expiration  of the  60-day  notice  period.  For  purposes  of  this  Agreement,
"disability" shall mean a physical or mental condition which, three months after
its  commencement,  is  determined  to be total  and  permanent  by a  physician
selected by the Company. The Executive shall be entitled to all compensation and
benefits provided for under this Agreement during the three-month waiting period
for the  disability  determination  and during the 60-day notice of  termination
period. In the event that the Company provides long-term disability benefits for
the  Executive,  such benefits  shall not commence until after the employment of
the  Executive  has been  terminated  and the  Company  has  ceased  paying  the
Executive  compensation  pursuant to the foregoing sentence.  If the Executive's
employment is terminated by reason of the Executive's disability, this Agreement
shall terminate without further  obligations to the Executive or the Executive's
legal  representatives  under  this  Agreement,  other  than  those  obligations
accrued, earned or vested by the Executive as of the date of the termination. In
addition,  the Executive and the Executive's family shall be entitled to receive
benefits,  including without limitation  disability benefits,  at least equal to
the most favorable  benefits provided by the Company to other contract employees
of the Company  based on the terms of the benefit  plans  referenced  in Section
3(c) of this  Agreement  as in  effect  on the date the  Executive's  disability
commenced.

         (d) Voluntary  Termination or Retirement.  If the Executive shall elect
to voluntarily terminate his employment (other than for "good reason" as defined
in Section 5(g) below) or to retire during the Employment Period, this Agreement
shall terminate  automatically and the Company shall have no further obligations
to the Executive under this  Agreement,  other than those  obligations  accrued,
earned  or  vested  by the  Executive  as of the  date  of  the  termination  or
retirement.

         (e) Cause.  During the Employment Period, the Company may terminate the
Executive's  employment  for  "cause," as defined  below.  For  purposes of this
Agreement, "cause," shall mean:

                  (i)  an  act or  acts  of  personal  dishonesty  taken  by the
         Executive at the expense of or against the interests of the Company;

                  (ii) repeated  violations by the Executive of his  obligations
         under  Section  4 of this  Agreement  which are not  remedied  within a
         reasonable  period of time after  receipt of  written  notice  from the
         Company of such violations;

                                       -6-



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                  (iii) any direct or indirect  disclosure  of any  confidential
         information  or other special  knowledge of the  finances,  business or
         other affairs of the Company;

                  (iv) the conviction of the Executive of a felony; or

                  (v) the  conviction of the Executive of a serious  misdemeanor
         involving illegal use, possession or sale of drugs, larceny,  crimes of
         violence or sex offenses.

If the  Executive's  employment is terminated for cause,  this  Agreement  shall
terminate  without  further  obligations to the Executive  under this Agreement,
other than those  obligations  accrued,  earned or vested by the Executive as of
the date of the termination. The Executive shall not be entitled to any Bonus in
respect of the year of  termination in the event the  Executive's  employment is
terminated for cause pursuant to this Section 5(e).

         (f) Involuntary  Termination.  If  during  the  Employment  Period  the
Company  terminates  the Executive's employment other than for reasons set forth
in Sections 5(a) through 5(e)  above,  it shall be deemed  to be an  involuntary
termination and the Company shall pay to the Executive the following amounts:

                  (i) to the extent not theretofore  paid, the Company shall pay
         the   Executive's   Salary   through  the  date  of  such   involuntary
         termination; and

                  (ii) the Company  shall pay the  Executive on the date of such
         involuntary   termination   an  amount  equal  to  six  months  of  the
         Executive's Base Salary;  provided that if such involuntary termination
         occurs as a result of a Change of Control,  such payment shall be in an
         amount equal to eight months of the Executive's Base Salary;

                  (iii) the Company  shall pay in one cash lump sum any vacation
         days accrued but unused as of the date of termination to be paid within
         30 days of such involuntary termination.

                  (g) Good Reason.  During the Employment  Period, the Executive
         may terminate his employment  for "good reason" as defined  below.  For
         purposes of this Agreement, "good reason" shall mean:

                           (i) the  assignment  to the  Executive  of any duties
                  inconsistent in any respect with Executive's position,  duties
                  and  responsibilities  as set  forth in  Section  3(a) of this
                  Agreement  or any  action by the  Company  which  results in a
                  diminution   in   such   position,    authority,   duties   or
                  responsibilities,  excluding  for this  purpose any  isolated,
                  insubstantial  and inadvertent  action by the Company which is
                  not taken in bad faith and which is  remedied  by the  Company
                  promptly   after  receipt  of  notice  thereof  given  by  the
                  Executive;

                                       -7-



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                           (ii) any failure by the Company to comply with any of
                  the provisions of Sections 3(b) through 3(g) of this Agreement
                  regarding the Executive's  compensation,  benefits,  expenses,
                  fringe  benefits,  vacation  and office  staff,  other than an
                  isolated,  insubstantial and inadvertent action by the Company
                  which is not taken in bad faith and which is  remedied  by the
                  Company  promptly after receipt of notice thereof given by the
                  Executive;

                           (iii) the  Company's  requiring  the  Executive to be
                  based at any office or location  other than that  described in
                  Section 3(a) of this Agreement,  except for travel  reasonably
                  required    in   the    performance    of   the    Executive's
                  responsibilities; or

                           (iv) any  failure by the  Company to comply  with and
                  satisfy   Section  10  of  this   Agreement  with  respect  to
                  successors.

In the event that the Executive  terminates  his  employment  for good reason as
defined  in  this  Section  5(g),  it  shall  be  deemed  to be an  "involuntary
termination"  as set forth in  Section  5(f)  above and the  Executive  shall be
entitled to all payments and obligations  set forth in Sections  5(f)(i) through
5(f)(iv)  of  this  Agreement  as  if  the   Executive's   employment  had  been
involuntarily terminated.

6. NOTICE OF  TERMINATION.  Any  termination by the Company for any reason or by
the Executive  for any reason shall be  communicated  by a written  notice which
indicates (i) the specific termination  provision in this Agreement relied upon,
(ii)  the  facts  and  circumstances   claimed  to  provide  a  basis  for  such
termination, and (iii) the date of termination.

7.  NON-EXCLUSIVITY OF RIGHTS.  Nothing in this Agreement shall prevent or limit
the Executive's continuing or future participation in any benefit,  incentive or
other plans,  programs,  policies or  practices  provided by the Company and for
which the Executive may otherwise qualify.  Amounts which are vested benefits or
which the  Executive is otherwise  entitled to receive  under any plan,  policy,
practice or program of the Company at or  subsequent to the  termination  of the
Executive's  employment  shall be payable in accordance with such plan,  policy,
practice or program.

8. FULL SETTLEMENT.  The Company's  obligation to make the payments provided for
in this Agreement and otherwise to perform its  obligations  hereunder shall not
be affected by any set-off,  counterclaim,  recoupment or other claim,  right or
action which the Company may have against the  Executive or others.  In no event
shall the  Executive  be obligated  to seek other  employment  or take any other
action by way of mitigation of the amounts payable to the Executive under any of
the provisions of this Agreement.  The Company agrees to pay, to the full extent
permitted by law, all legal fees and expenses,  as incurred by the Company,  the
Executive and others,  which the Executive may  reasonably  incur as a result of
any contest by the Company or others of the  validity or  enforceability  of, or
liability under, any provision of this Agreement

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or any  guarantee  of  performance  thereof,  plus in each case  interest at the
applicable  Federal  rate  provided  for in Section  7872(f)(2)  of the Internal
Revenue Code of 1986, as amended (the "Code").

9. CONFIDENTIALITY.

         (a) The Executive shall hold in a fiduciary capacity for the benefit of
the Company all secret,  proprietary or confidential  information,  knowledge or
data  relating to the Company and its  business,  including  without  limitation
financial  information and customer lists, which shall have been obtained by the
Executive  during his  employment  with the  Company  and which  shall not be or
become  public   knowledge   (other  than  by  acts  by  the  Executive  or  his
representatives in violation of this Agreement).  Notwithstanding the foregoing,
the Executive may disclose any such information if such information is compelled
by legal process,  provided that if Executive is so compelled,  he shall provide
the Company with prompt  notice so that it may seek a protective  order or other
remedy.  In any event,  the  Executive  shall  furnish  only that portion of the
confidential information that is legally required to be disclosed.

         (b) In the event that the  Executive  breaches  any  provision  of this
Section 9, any payments or other benefits promised under this Agreement shall be
forfeited.  In addition,  the Company shall be entitled to apply to any court of
competent   jurisdiction  for  an  injunction  restraining  the  Executive  from
committing or continuing any violation of this Agreement.

10. NON-COMPETITION.  The Executive agrees that during the Employment Period and
for two years  thereafter,  he will not, within the  continental  United States,
Israel or any other  country in which the  Company has  operations,  directly or
indirectly, engage or participate or make any financial investments in or become
employed by or render  advisory or other services to or for any person,  firm or
corporation, or in connection with any business activity, other than that of the
Company and its subsidiaries,  directly or indirectly in competition with any of
the business  operations or activities of the Company and its subsidiaries as at
the date of termination of his employment,  whether such companies are presently
existing  or  hereafter  acquired.  Nothing  herein  contained,  however,  shall
restrict the Executive from making any investments in any company whose stock is
listed on a national  securities  exchange  or actively traded in the  over-the-
counter  market,  so long as such  investment  does not  give  him the  right to
control or influence  the policy  decisions of any such  business or  enterprise
which is or might be  directly or  indirectly  in  competition  with any of such
business operations or activities of the Company or any of its subsidiaries.

11.  RESTRICTIONS  ON  SOLICITATION.   The  Executive  agrees  that  during  the
Employment Period and for two years thereafter, he will not:

                           (i) directly or indirectly  solicit,  raid, entice or
                  induce any employee of the Company or any of its  subsidiaries
                  to become an employee of any person, firm or corporation which
                  is, directly or indirectly, in

                                       -9-



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                  competition  with the business or activities of the Company or
                  any of its subsidiaries;

                           (ii)  directly  or   indirectly   approach  any  such
                  employee for these purposes;

                           (iii)  authorize or  knowingly  approve the taking of
                  such  actions by other  persons on behalf of any such  person,
                  firm or  corporation,  or  assist  any  such  person,  firm or
                  corporation in taking such action; or

                           (iv) directly or indirectly solicit,  raid, entice or
                  induce any  person,  firm or  corporation  who or which on the
                  date  hereof  is,  or at  the  time  during  the  term  of his
                  employment  with  the  Company  shall  be, a  customer  of the
                  Company or of any of its subsidiaries to become a customer for
                  the  same or  similar  products  which it  purchased  from the
                  Company or any of its subsidiaries,  of any other person, firm
                  or corporation,  and the Executive shall not approach any such
                  customer for such  purpose or  authorize or knowingly  approve
                  the taking of such actions by any other person.

12.  SUCCESSORS.  This  Agreement is personal to the  Executive  and without the
prior  written  consent of the Company  shall not be assignable by the Executive
otherwise than by will or the laws of descent and  distribution.  This Agreement
shall  inure to the  benefit  of and be  enforceable  by the  Executive's  legal
representatives.  This  Agreement  shall  inure to the benefit of and be binding
upon the Company and its  successors  and assigns.  The Company will require any
successor  (whether direct or indirect,  by purchase,  merger,  consolidation or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company to assume  expressly  and agree to perform  this  Agreement  in the same
manner and to the same extent  that the Company  would be required to perform if
no such succession had taken place.  As used in this Agreement,  "Company" shall
mean the Company as  hereinbefore  defined  and any  successor  to its  business
and/or assets as aforesaid  which assumes this Agreement by operation of law, or
otherwise.

13. BINDING ARBITRATION.  In the event that the Company and the Executive cannot
agree on an interpretation  of any provision of this Agreement,  or in the event
that the Company fails to make any payments or otherwise fulfill any obligations
required by the terms of this Agreement,  the Company and the Executive agree to
resolve  any such  dispute  through  binding  arbitration.  Any request for such
arbitration  shall be served on the other party by written  notice.  The parties
shall agree upon and select an arbitrator within 20 days after written demand is
made by either party for such  arbitration.  The arbitrator shall set a time for
hearing  within  60  days  of  his/her  selection.  Each  party  shall  have  an
opportunity  to present  evidence on the issues in dispute before the arbitrator
and each party may be  represented  by legal  counsel if either so desires.  The
decision of the  arbitrator  shall be rendered in writing to both parties within
30 days of the close of the hearing. The decision of the arbitrator shall

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be final and binding upon both parties.  Any legal fees, expenses or other costs
incurred by the Company and the  Executive in connection  with such  arbitration
shall be borne by the Company.

14. MISCELLANEOUS.

         (a) This  Agreement  shall be governed by and  construed in  accordance
with the laws of the State of New York.

         (b) The  captions  of this  Agreement  are not  part of the  provisions
hereof and shall have no force or effect.  This  Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.

         (c) All notices and other communications  hereunder shall be in writing
and shall be given by hand  delivery  to the  other  party or by  registered  or
certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:                        If to the Company:
-------------------                         -----------------
7440 SW 29th Street,
Plantation, Florida,  33317

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

         (d)  The  invalidity  or  unenforceability  of any  provision  of  this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

         (e) The  Company  may  withhold  from any  amounts  payable  under this
Agreement such Federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

         (f) A  party's  failure  to  insist  upon  strict  compliance  with any
provision  hereof  shall not be deemed to be a waiver of such  provision  or any
other provision thereof.

         (g) This Agreement  supersedes any prior employment  agreement  between
the Company and the  Executive  and  contains  the entire  understanding  of the
Company and the Executive with respect to the subject matter hereof.

         (h) This Agreement may be executed in counterparts, each of which shall
be deemed an original and all of which,  together,  shall constitute one and the
same instrument.

                                      -11-



<PAGE>

<PAGE>


         IN  WITNESS  WHEREOF,  the  Executive  has  hereunto  set his hand and,
pursuant  to the  authorization  from its Board of  Directors,  the  Company has
caused  these  presents to be executed in its name on its behalf,  all as of the
day and year first above written.

                                         KELLSTROM INDUSTRIES, INC. (FORMERLY
                                         ISRAEL TECH ACQUISITION CORP.):

                                          /s/ Zivi R. Nedivi
                                          --------------------------------------
                                          Zivi R. Nedivi
                                          Date of Signature: 1/30/96


                                          EXECUTIVE


                                          /s/ Anthony Motisi
                                          --------------------------------------
                                          Anthony Motisi
                                          Date of Signature: 1/30/96



                                      -12-


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