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                                                                  EXHIBIT 10.47


                              TERMINATION AGREEMENT

         This TERMINATION AGREEMENT (this "Termination Agreement") is entered
into as of March 30, 1999 between East Shore Ventures, Inc., a Florida
corporation ("East Shore"), and Kellstrom Industries, Inc., a Delaware
corporation ("Kellstrom").

                                    RECITALS

         East Shore and Kellstrom are parties to that certain Management
Agreement dated as of January 1, 1997 (the "Management Agreement") pursuant to
which East Shore has provided the Company, through the services of its
President, Zivi R. Nedivi ("Nedivi"), with the management services necessary of
the chief executive officer responsible for the overall direction of the
operations and administration of the business of the Company. Kellstrom has
decided that it is in its best interests to employ Nedivi directly to provide
those services which have been provided by East Shore under the Management
Agreement, and the parties desire to set forth the terms on which they have
agreed to terminate the Management Agreement.

                               TERMS OF AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereby agree as follows:

         1. DEFINITIONS. All defined terms used herein without definition shall
have the meanings ascribed to them in the Management Agreement.

         2. TERMINATION OF MANAGEMENT AGREEMENT. Subject to the terms of this
Termination Agreement, the parties mutually agree that the Management Agreement
shall terminate effective as of the date first written above (the "Termination
Date"). Except as expressly set forth herein, each of the provisions of the
Management Agreement shall terminate and be of no further force and effect
following the Termination Date.

         3. PAYMENT OF PREVIOUSLY EARNED FEES. Notwithstanding anything to the
contrary set forth herein, Kellstrom shall pay to East Shore the following fees
and provide East Shore and Nedivi with the following benefits which are required
to be provided to them under the terms of the Management Agreement:

                  (a) Kellstrom shall pay to East Shore the unpaid portion of
         any Base Annual Fee required to be paid by it under Section 3(a) of the
         Management Agreement through the Termination Date.

                  (b) Kellstrom shall reimburse East Shore in accordance with
         the terms of the Management Agreement for any reasonable and actual
         out-of-pocket expenses incurred by



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         it prior to the Termination Date in connection with the provision of
         services under the Management Agreement.

                  (c) Kellstrom shall pay to East Shore any Federal, state and
         local payroll and related taxes required to be paid by it under Section
         3(c) of the Management Agreement.

                  (d) Kellstrom shall continue to provide to East Shore and
         Nedivi with any and all benefits required to be provided to them under
         the terms of the Management Agreement through the Termination Date.

         4. SURVIVAL. East Shore and Kellstrom agree that notwithstanding
anything to the contrary set forth herein, Sections 15, 16, 17 and 20 of the
Management Agreement shall survive termination thereof and remain in full force
and effect following the Termination Date.

         5. RELEASE. Except as expressly provided for herein, Kellstrom and East
Shore hereby release and forever discharge each other, including their
respective officers, directors, shareholders, members, employees,
representatives, agents, contractors, subsidiaries, affiliates, heirs, personal
representatives, successors and assigns, from any and all manner of action and
actions, cause and causes of action, suits, debts, sums of money, accounts,
reckonings, covenants, warranties, obligations, agreements, contracts, promises,
damages, claims and demands whatsoever, in law or in equity, which either party
ever had, now has, or may have in the future, which any personal representative,
successor, heir or assign of either party hereafter can, shall or may have
against the other party (whether known or unknown as of the date hereof),
accruing or arising, directly or indirectly, in whole or in part, for, upon or
by reason of the obligations of either under the Engagement Agreement.

         6.       MISCELLANEOUS.

                  (a) This Termination Agreement shall be governed by and
         construed in accordance with the laws of the State of Florida and the
         federal laws of the United States of America applicable therein. Any
         controversy or claim arising out of or relating to this Termination
         Agreement shall be settled by arbitration in accordance with the rules
         of the American Arbitration Association and judgment upon an award in
         connection therewith may be entered in any court of competent
         jurisdiction.

                  (b) The captions of this Termination Agreement are not part of
         the provisions hereof and shall have no force or effect.

                  (c) All notices, requests, demands and other communications
         hereunder shall be in writing and shall be deemed to have been given if
         sent by facsimile transmission, delivered by overnight or other carrier
         service, or mailed, certified first class mail, postage prepaid, return
         receipt requested, to the parties hereto at the following addresses:



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                  If to Kellstrom, to:

                           Kellstrom Industries, Inc.
                           1100 International Parkway
                           Sunrise, Florida 33323
                           Attn:  Yoav Stern, Chairman
                           Telecopier:  (954) 858-2449

                  If to East Shore, to:

                           East Shore Ventures, Inc.
                           1100 International Parkway
                           Sunrise, Florida  33323
                           Attn: Zivi R. Nedivi, President
                           Telecopier:  (954) 858-2449

         or to such other address as either party shall have furnished to the
         other in accordance herewith.

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

                  (e) No provision of this Termination Agreement may be
         modified, waived or discharged unless such waiver, modification or
         discharge is agreed to in writing by the party against whom the same is
         sought to be enforced and no failure by either party to enforce its
         rights hereunder shall, except as mentioned above, be deemed a waiver
         of such right. No waiver by either party hereto at any time of any
         breach by the other party hereto of, or compliance with, any provision
         of this Termination Agreement to be performed by such other party shall
         be deemed to be a waiver of a similar or dissimilar provision hereof of
         the same or any prior or subsequent time.

                  (f) This Termination Agreement embodies the entire agreement
         between Kellstrom and East Shore and supersedes all prior agreements
         and understandings, oral or written, with respect to the subject matter
         hereof, including, without limitation, the Engagement Agreement. No
         agreements or representations, oral or otherwise, express or implied,
         with respect to the subject matter hereof have been made by either
         party which are not expressly set forth in this Termination Agreement.

                  (g) This Termination 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.



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                  (h) All covenants, promises, conditions, representations and
         agreements herein contained shall be binding upon and apply and inure
         to the parties hereto and their respective heirs, executors,
         administrators, successors and assigns.



                         [Signatures On Following Page]




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         IN WITNESS WHEREOF, the parties have executed this Termination
Agreement as of the date first written above.


                                  KELLSTROM INDUSTRIES, INC.



                                  By:__________________________________________
                                     Michael W. Wallace
                                     Chief Financial Officer

    

                                  EAST SHORE VENTURES, INC.




                                  By:__________________________________________
                                     Zivi R. Nedivi
                                     President




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