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                             NOTE PURCHASE AGREEMENT

         NOTE PURCHASE AGREEMENT  ("Agreement")  dated as of January 9, 1997, by
and between  KELLSTROM  INDUSTRIES,  INC.,  a Delaware  corporation,  having its
executive  office  at  14000  N.W.  4th  Street,  Sunrise,  Florida  33325  (the
"Company") and the purchasers named on Schedule I hereto  (hereinafter  referred
to individually as a "Purchaser" and collectively as the "Purchasers").

                                    RECITALS
                                    --------
         WHEREAS,  the  Company  desires  to issue  and sell to the  Purchasers,
subject to the terms and conditions  hereinafter  provided,  (i) an aggregate of
$6,000,000  principal amount of its 10% Senior Subordinated Notes (the "Notes"),
all as more fully set forth in this  Agreement;  (ii)  warrants  (the  "Original
Warrants") to purchase  75,000 shares of the Company's  common stock,  par value
$.001 per share (the "Common  Stock");  and (iii) if required under the terms of
the Notes,  warrants (the "Additional  Warrants") to purchase an aggregate of up
to 375,000  additional  shares of Common Stock  (collectively  with the Original
Warrants, the "Bridge Financing Warrants").

         WHEREAS, subject to the terms and conditions hereinafter set forth, the
Purchasers  desire to purchase (i) the Notes in the aggregate  principal amounts
set forth  opposite  their  respective  names on  Schedule  I  hereto;  (ii) the
Original  Warrants for the number of shares set forth opposite their  respective
names on Schedule I hereto;  and (iii) if required under the terms of the Notes,
the  Additional  Warrants  for the  number of shares  set forth  opposite  their
respective names on Schedule I hereto.

         NOW, THEREFORE, the Company and each Purchaser agree as follows:

         Section 1.        Definitions.
                           -----------
         Section 1.1.  Defined Terms.  For the purposes of this  Agreement,  the
following terms shall have the following respective meanings:

         "Accountants" has the meaning specified in Section 7.2.

         "Additional  Warrants" means warrants to purchase an aggregate of up to
375,000 shares of the Common Stock.

         "Asset Purchase  Agreement" means the Asset Purchase  Agreement,  dated
October 28, 1996,  by and among the Company,  IASI Inc., a Delaware  corporation
and a wholly-owned  subsidiary of the Company,  International  Aircraft  Support
L.P. and William Lyon.



 
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        "Audited Financial Statements" has the meaning specified in Section 3.4.

        "Bridge Financing Warrants" means  the collective Original  Warrants and
Additional Warrants.

        "Business  Day"  means any day  except a  Saturday,  a Sunday or a legal
holiday in the State of Florida.

        "Capital  Stock"  means  and  includes  any and all  shares,  interests,
participations  or other  equivalents  of or interests  in (however  designated)
corporate  stock,  including,   without  limitation,   shares  of  preferred  or
preference stock.

         "Common Stock" means the common stock, par value $.001 per share, of
the Company.

         "Company" means Kellstrom Industries,  Inc., a Delaware corporation, or
any of its successors or permitted assigns.

         "Debt" with respect to any Person means, without  duplication,  (i) all
indebtedness of such Person for borrowed money, (ii) any obligation incurred for
all or any part of the purchase  price of capital  equipment  or real  property,
other than accounts payable and accrued expenses included in current liabilities
in accordance with GAAP, (iii)  indebtedness or obligations  evidenced by bonds,
notes or similar written instruments, (iv) all reimbursement obligations of such
Person  (whether  contingent  or  otherwise)  in  respect  of letters of credit,
bankers'  acceptances,  surety or other bonds and similar  instruments,  (v) any
obligation  (whether  or not such  Person has  assumed or become  liable for the
payment of such  obligation)  secured by a Lien on any  Property of such Person,
(vi) capitalized lease  obligations of such Person,  and (vii) all Guarantees by
such Person of  obligations  of any other Person of the types referred to in the
foregoing clauses (i) through (vi), inclusive.

         "Default" means any event or condition which,  with due notice or lapse
of time or both, would become an Event of Default.

         "Escrow Agent" means the party  appointed as the escrow agent under the
Escrow Agreement.

         "Escrow Agreement" means the Escrow Agreement dated the date hereof, by
and among the Company, the Purchasers and Fulbright & Jaworski L.L.P.

         "Event of Default" has the meaning specified in Section 10.

         "Exchange  Act"  means the U.S.  Securities  Exchange  Act of 1934,  as
amended,  or any similar statute then in effect, and a reference to a particular
section thereof shall include a reference to the comparable  section, if any, of
any such similar statute.

                                       -2-



 
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         "Filed Documents" has the meaning specified in Section 3.4.

         "Financial Statements" has the meaning specified in Section 3.4.

         "Funded Debt" of any Person shall mean all Debt of such Person  payable
more than one year from the date such Debt is  incurred,  including  the current
portion of such Debt, it being understood that any Debt of such Person which has
an initial term of more than one year shall be treated as Funded Debt throughout
the term of such Debt.

         "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States of America applied on a consistent  basis both
as to  classification  of items and amounts  (except  for changes in  accounting
methods required by GAAP and concurred with by the Accountants).

         "Governmental  Body" means any  federal,  state,  county,  city,  town,
village, municipal or other governmental department,  commission, board, bureau,
agency, authority or instrumentality, domestic or foreign.

         "Guarantee"  means, with respect to any Person,  any guarantee or other
contingent  liability  (other than any  endorsement for collection or deposit in
the ordinary course of business and performance  bonds,  indemnities and similar
obligations not guaranteeing or otherwise  insuring payment of any Debt or other
financial  obligation),  direct or indirect,  of such Person with respect to any
Debt or other  obligations of another  Person  (including,  without  limitation,
obligations under leases), through an agreement or otherwise, including, without
limitation,  (a) any other  endorsement or discount with recourse or undertaking
substantially  equivalent to or having economic effect similar to a guarantee in
respect  of any such  Debt or other  obligations  and (b) any  agreement  (i) to
purchase, or to advance or supply funds for the payment or purchase of, any such
obligations,  (ii) to purchase, sell or lease Property,  products,  materials or
supplies,  or  transportation  or  services,  in respect of enabling  such other
Person to pay any such  obligation or to assure the owner  thereof  against loss
regardless of the delivery or nondelivery of the Property,  products,  materials
or supplies or transportation or services or (iii) to make any loan,  advance or
capital contribution to or other investment in, or to otherwise provide funds to
or for,  such other  Person in respect of  enabling  such  Person to satisfy any
obligation (including any liability for a dividend, stock liquidation payment or
expense) or to assure a minimum  equity,  working capital or other balance sheet
condition in respect of any such obligation.

         "Lien" means any security  interest,  mortgage,  pledge,  lien,  claim,
charge,  encumbrance,  conditional sale or title retention  agreement,  lessor's
interest under a capitalized lease or analogous instrument,  in, of or on any of
a Person's Property (whether held on the date hereof or hereafter acquired),  or
any signed or filed  financing  statement which names such Person as the debtor,
or the execution of any security

                                       -3-



 
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agreement  or the  like  authorizing  any  other  Person  as the  secured  party
thereunder to file such a financing statement.

         "Material  Adverse  Effect"  means any  change or  changes or effect or
effects that individually or in the aggregate are or are likely to be materially
adverse to (i) the assets, business,  operations, income, prospects or condition
(financial or otherwise) of the Company and its  Subsidiaries  taken as a whole,
(ii) the legality,  validity or  enforceability  of this  Agreement,  the Escrow
Agreement,  the Notes or the Bridge Financing Warrants, and (iii) the ability of
the Company to fulfill its obligations  under this Agreement or the Notes or the
Bridge Financing Warrants without material delay or impairment.

         "Maturity Date" means the 90th day following the Closing Date.

         "Note" and "Notes" have the meanings specified in Section 2.1.

         "Order" means any order, writ,  injunction,  decree,  judgment,  award,
determination  or  written  direction  or demand  of any  court,  arbitrator  or
Governmental Body.

         "Original  Warrants"  means warrants to purchase an aggregate of 75,000
shares of the Common Stock.

         "Person"  means and  includes an  individual,  a  partnership,  a joint
venture, a corporation, a trust, an unincorporated organization and a government
or any department or agency thereof.

         "Proceeding"   means   a   bankruptcy,   insolvency,    reorganization,
receivership,  composition, assignment for benefit of creditors or other similar
proceeding  initiated by or against the Company or any dissolution or winding up
or total or partial liquidation or reorganization of the Company.

         "Property"  and  "Properties"  with  respect to any  Person,  means any
interest  in any kind of  property or asset,  whether  real,  personal or mixed,
tangible or intangible, of such Person.

         "Purchaser" and "Purchasers" refer to the purchasers named  on Schedule
I hereto.

         "Revolving  Loan  Agreement"  means the Revolving Loan Agreement by and
between the Company and Barnett Bank N.A., dated December 23, 1996.

         "SEC"  means  the  U.S.   Securities  and  Exchange  Commission and any
succeeding agency, authority, commission or Governmental Body.

                                       -4-



 
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         "Securities Act" means as of any date the U.S.  Securities Act of 1933,
as amended,  or any similar federal statute then in effect, and a reference to a
particular section thereof shall include a reference to the comparable  section,
if any, of any such similar Federal statute.

         "Securities Purchase Agreement" means the Securities Purchase Agreement
by and  between  the Company and The  Equitable  Life  Assurance  Society of the
United States to be executed at the closing of the transactions  contemplated by
the Asset Purchase Agreement.

         "Senior Indebtedness" has the meaning specified in Section 8.

         "Shares" means the shares of the Common Stock.

         "Subsidiary" shall mean, with respect to any Person, any corporation or
other entity of which at least a majority of the outstanding  Voting Stock is at
the time directly or indirectly  owned or controlled by such Person or by one or
more of any entities directly or indirectly owned or controlled by such Person.

         "Unaudited  Financial  Statements"   has   the  meaning  specified   in
 Section 3.4.

         "Voting  Stock" with respect to any Person shall mean Capital  Stock of
such Person of any class or classes, the holders of which are ordinarily, in the
absence of  contingencies,  entitled to vote for the  election of members of the
Board of Directors (or Persons performing similar functions) of such Person.

         Section  1.2.  Accounting  Terms.  All  accounting  terms  used in this
Agreement  shall be  applied on a  consolidated  basis for the  Company  and its
Subsidiaries,  unless otherwise  specifically  indicated herein.  Any accounting
terms not specifically  defined herein shall have the meanings customarily given
them in accordance with GAAP.

         Section 2.        Sale and Purchase of the Notes.

         Section 2.1.  Authorization of the Notes. The Board of Directors of the
Company has duly authorized the issue,  sale and delivery of (i) an aggregate of
$6,000,000  principal amount of its 10% Senior  Subordinated  Notes, to be dated
the date of  issue  thereof,  to bear  interest  from  such  date on the  unpaid
principal  amount  thereof and to mature on the Maturity Date, all in accordance
with the terms of the Notes  which shall be in the form of Exhibit A hereto (the
Notes  originally  issued pursuant to this  Agreement,  or any Note delivered in
substitution or exchange  therefor,  being  collectively  called the "Notes" and
individually  a "Note");  (ii) the Original  Warrants;  and (iii) the Additional
Warrants to the extent required under the terms of the Notes.

         Section 2.2. Sale and Purchase of the Notes and  Warrants.  (a) Subject
to the applicable terms and conditions set forth in this Agreement,  the Company
will issue and sell to the Purchasers, and the Purchasers will purchase from the
Company, on the

                                       -5-




 
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Closing Date, (i) Notes with an aggregate  principal amount of $6,000,000 to the
Purchasers  in the  aggregate  principal  amount  set forth  opposite  each such
Purchaser's name on Schedule I hereto and (ii) the Original Warrants to purchase
the number of Shares set forth  opposite  their  respective  names on Schedule I
hereto.

         (b) The purchase price to be paid by the Purchaser as consideration for
the issuance and sale of the Notes on the Closing Date shall be $6,000,000.

         Section  2.3.  Closing.  Simultaneously  with  the  execution  of  this
Agreement or at such later time as the Company and the Purchasers shall mutually
agree, but in no event later than 1:00 p.m. on January 10, 1997, (a) the Company
will deliver to the Escrow Agent (i) Notes, in the form of Exhibit A hereto,  in
the aggregate  principal  amount of $6,000,000  payable to the Purchasers in the
amounts set forth opposite their  respective names on Schedule I hereto and (ii)
the Original Warrants,  in the form of Exhibit B hereto, for the purchase of the
number of shares set forth opposite their  respective names on Schedule I hereto
and (b) the Purchasers shall deliver to the Escrow Agent  immediately  available
funds in an amount equal to  $6,000,000,  all of which  deliveries to the Escrow
Agent shall be held in accordance with the Escrow Agreement.

         Section 3.        Representations and Warranties of the Company.

         The Company represents and warrants to the Purchaser that:

         Section 3.1. Corporate Existence and Power; Qualification.  The Company
and each of its  Subsidiaries is a company duly organized,  validly existing and
in  good  standing  under  the  laws of its  jurisdiction  of  incorporation  or
organization.  The  Company  and each of its  Subsidiaries  has full  power  and
authority to conduct all the activities conducted by it, to own or lease all the
assets  owned or leased by it and to conduct its  business as  described  in the
Filed  Documents.  The Company and each of its Subsidiaries is duly qualified to
transact  business as a foreign  corporation in each  jurisdiction  in which the
nature of the business  conducted by it or its  ownership or leasing of property
make such qualification necessary,  except where the failure to so qualify would
not have a Material Adverse Effect.

         Section 3.2. Corporate Authority;  Binding Effect. The Company has full
corporate  power and authority to execute,  deliver and perform this  Agreement,
the  Escrow  Agreement,  the  Notes  and the  Bridge  Financing  Warrants.  This
Agreement has been duly  authorized,  executed and delivered by the Company and,
assuming the due authorization,  execution and delivery by the Purchaser, is the
legal,  valid and binding  agreement  of the  Company,  enforceable  against the
Company in  accordance  with its  terms.  The Notes to be issued and sold by the
Company to the Purchasers  hereunder have been duly and validly  authorized and,
when issued, executed and delivered against payment therefor as provided herein,
will  constitute  the  legal,  valid  and  binding  agreement  of  the  Company,
enforceable  against the Company in  accordance  with their terms.  The Original
Warrants and any Additional Warrants to be issued and sold by

                                       -6-



 
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the Company to the Purchasers  hereunder  have been duly and validly  authorized
and, when issued,  executed and delivered  against payment  therefor as provided
herein,  will constitute the legal,  valid and binding agreement of the Company,
enforceable against the Company in accordance with their terms.

         Section 3.3. Share Capital. The authorized share capital of the Company
consists of 20,000,000  Shares and 1,000,000  shares of Preferred  Stock.  As of
December 31, 1996 there were (i) 3,315,308 Shares issued and  outstanding,  (ii)
4,166,510  Shares  reserved  for  issuance  pursuant  to issued and  outstanding
warrants;  (iii)  600,000  Shares  reserved for issuance  pursuant to issued and
outstanding  unit  purchase  options,  each such option  entitling the holder to
purchase one unit consisting of one Share of Common Stock and two warrants; (iv)
500,000 Shares reserved for issuance  pursuant to the Asset Purchase  Agreement;
(v) 250,000  Shares  reserved for issuance under the Company's 1995 Stock Option
Plan; (vi) 1,100,000 Shares reserved for issuance under the Company's 1996 Stock
Option Plan;  (vii)  60,000  Shares  reserved for issuance  upon the exercise of
options granted to certain employees and prospective  employees;  (viii) 540,000
Shares  which will be reserved for issuance in  accordance  with the  Securities
Purchase  Agreement;  and (ix) 410,000 Shares reserved for issuance  pursuant to
other  warrants  issued by the Company.  The  outstanding  Shares have been duly
authorized, validly issued, fully paid and nonassessable and will not be subject
to any preemptive right, right of first refusal or similar right.  Except as set
forth in this Section 3.3, the Company does not have  outstanding any options to
purchase,  or any rights or warrants to  subscribe  for,  or any  securities  or
obligations   convertible  into,  or  exchangeable  for,  or  any  contracts  or
commitments to issue or sell, any Capital Stock of the Company or any Subsidiary
or any  such  options,  warrants,  convertible  or  exchangeable  securities  or
obligations.  There are no outstanding  obligations,  contingent or other of the
Company or any Subsidiary to purchase,  redeem or otherwise  acquire any Capital
Stock of the Company or any Subsidiary.  To the best of the Company's knowledge,
except as contemplated hereunder or by the Stockholders' Agreement, dated August
24, 1995, by and among Joram Rosenfeld, Yoav Stern and Zivi Nedivi, there are no
voting   trusts  or  other   contracts,   agreements,   arrangements   plans  or
understandings  restricting or otherwise  relating to voting,  dividend or other
rights with respect to the capital stock of the Company or any Subsidiary.

         Section  3.4.  Business  Operations  and Other  Information;  Financial
Condition.  (a) The Company has made  available to the  Purchaser  copies of the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1995, the
Company's  Quarterly  Reports on Form  10-QSB for the  quarters  ended March 31,
1996,  June 30, 1996 and  September  30, 1996,  the  Company's  Proxy  Statement
distributed  to its  shareholders  in  connection  with  a  special  meeting  of
shareholders  held on June 22, 1995, and all other  documents filed with the SEC
since January 1, 1996  (collectively,  the "Filed  Documents").  The Company has
filed all documents  required to be filed by it under the Securities Act and the
Exchange Act, and the rules and  regulations  of the SEC  thereunder.  The Filed
Documents,  as of their  respective  dates, do not contain any misstatement of a
material fact or omit to state any material fact  necessary in order to make the
statements therein, in light of the circumstances under which they were

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made, not misleading. The Filed Documents, as of their respective dates, contain
a true and correct  description  of the  businesses,  operations  and  principal
properties of the Company and its Subsidiaries. Set forth in the Filed Documents
are  (i)  the  audited  consolidated  balance  sheet  of  the  Company  and  its
Subsidiaries  as of  December  31,  1995 and the  related  audited  consolidated
statements  of  operations,  shareholders'  equity and cash flows for the fiscal
year then ended, together with the notes thereto and the reports thereon of KPMG
Peat  Marwick  (the  "Audited  Financial  Statements")  and (ii)  the  unaudited
consolidated  balance sheet of the Company and its  Subsidiaries as of September
30,  1996 and the  related  unaudited  consolidated  statements  of  operations,
shareholders'  equity and cash flows for the nine  months then ended and for the
comparable   period  in  the  prior  fiscal  year  (the   "Unaudited   Financial
Statements";  the  Audited  Financial  Statements  and the  Unaudited  Financial
Statements are sometimes hereinafter  collectively referred to as the "Financial
Statements").  The Financial  Statements  have been prepared in accordance  with
GAAP consistently  applied throughout the periods involved,  and present fairly,
in all material respects, the consolidated financial position of the Company and
its  Subsidiaries  as of the dates of each of the balance sheets included in the
Financial Statements and the results of operations and cash flows of the Company
and its Subsidiaries for each of the periods then ended, subject to, in the case
of the Unaudited Financial Statements,  normal year-end audit adjustments (which
adjustments  will not have a Material  Adverse  Effect) and absence of the notes
required by GAAP.

                      (b) Since  September  30, 1996,  except for in  connection
with the transactions contemplated by (i) the Asset Purchase Agreement, (ii) the
Revolving Loan Agreement;  and (iii) the Securities  Purchase Agreement and from
the date hereof until the Closing Date the Company shall have:

                  (i) (a)  conducted  its  business  in the manner in which such
business  has  heretofore  been  conducted  in all  material  respects;  (b) not
incurred any material liability or obligation whatsoever,  secured or unsecured,
direct or indirect,  other than current  liabilities for accounts payable in the
ordinary  course of its business,  or as otherwise  disclosed in this Agreement;
(c) not entered into any material contracts or agreements whatsoever, other than
in the ordinary  course of its business;  and (d) not amended nor terminated nor
suffered the amendment nor  termination of, nor given nor received any notice of
any proposed amendment or termination of, any material contract or agreement;

                  (ii) without limiting the generality of subparagraph  (i), not
sold,  leased,  mortgaged  or  otherwise  encumbered  or  disposed of any of its
assets, except in the ordinary course of its business;

                  (iii)made no changes in its  Certificate of  Incorporation  or
By-Laws;

                  (iv) without limiting the generality of subparagraph  (i), not
canceled or released any material debts or claims  except,  in each case, in the
ordinary course of business;

                                       -8-



 
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                  (v) not suffered any  extraordinary  loss or knowingly  waived
any right, in either case which would have a Material Adverse Effect;

                  (vi) not suffered any damage,  destruction or loss, whether or
not covered by insurance, which would have a Material Adverse Effect;

                  (vii)  not  suffered  any  Material   Adverse  Effect  or  any
occurrences or  circumstances  which might reasonably be expected to result in a
Material Adverse Effect;

                  (viii) not effected any material  changes in the management or
operation of its business; and

                  (ix) not changed in any material respect any of its accounting
methods, principles, practices or policies.

         Section 3.5. Litigation. (a) There are no actions, suits, arbitrations,
investigations  or  proceedings  pending,  or, to the  knowledge of the Company,
threatened against or affecting the Company or any of its Subsidiaries or any of
their  Properties  or  rights of any of them  which,  if  adversely  determined,
individually  or in the  aggregate  have had or could  reasonably be expected to
have a Material Adverse Effect. There is no judgment, decree,  injunction,  rule
or order of any Government Body or arbitrator outstanding against the Company or
any Subsidiary  having or which,  insofar as reasonably can be foreseen,  in the
future would have a Material Adverse Effect.

         (b) There are no actions, suits, investigations or proceedings pending,
or, to the knowledge of the Company, threatened against or affecting the Company
or any of its  Subsidiaries  which  seek to enjoin,  or  otherwise  prevent  the
consummation of, the transactions  contemplated herein or to recover any damages
or obtain any relief as a result of any of the transactions  contemplated herein
in  any  court  or  before  any  arbitrator  of any  kind  or  before  or by any
Governmental Body.

         Section  3.6.  No  Conflicts  with  Agreements,  Etc.  (a)  Neither the
execution and delivery by the Company of this Agreement,  the Escrow  Agreement,
the Notes or the Bridge Financing Warrants, nor the fulfillment of or compliance
with the terms and provisions hereof or thereof (including,  without limitation,
the payment of principal  and interest on the Notes),  will  conflict  with,  or
result in a breach or violation of the terms,  conditions or  provisions  of, or
constitute  a  default  under,  or  result  in the  creation  of any Lien on any
Properties or assets of the Company or its  Subsidiaries  pursuant to, or result
in  the   acceleration  of  any  obligation   under,   (i)  the  Certificate  of
Incorporation  or By-Laws of the Company or of the  organizational  documents of
any of its  Subsidiaries,  (ii) any contract,  agreement,  mortgage,  indenture,
lease or  instrument  to which any of them is a party or by which any of them is
bound or to which any of them or any of their respective assets are subject,  or
(iii) any Order, statute, law, rule or regulation to which any of them or any of
their respective assets are subject, or result

                                       -9-



 
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in any  suspension,  revocation,  impairment,  forfeiture or  non-renewal of any
material licenses.

         (b) None of the Company or its Subsidiaries is now, or will be after or
as a result of giving effect to the transactions contemplated herein, in default
under or in violation of its respective Certificate of Incorporation or By-Laws,
other organizational documents, any contract,  agreement,  mortgage,  indenture,
lease or  instrument  to which any of them is a party or by which any of them is
bound or to which any of them or any of their respective assets are subject,  or
any order of any  court,  arbitrator  or  Governmental  Body or of any  federal,
state,  local or foreign statute,  ordinance or law or of any rule or regulation
of any Governmental  Body, in each case which default or violation  individually
or in the aggregate together with other such defaults and violations, has had or
could reasonably be expected to have a Material Adverse Effect.

         Section 3.7. Consents,  Etc.; Notice.  Except for those which have been
obtained prior to the date hereof, no consent,  approval, order or authorization
of or  declaration,  registration  or filing with any  Governmental  Body or any
nongovernmental  Person,   including,   without  limitation,   any  creditor  or
shareholder of the Company or any of its Subsidiaries or any party to a contract
to which the  Company or any  Subsidiary  is a party or any of their  respective
assets is subject,  is required in connection  with the execution or delivery by
the Company of this  Agreement,  the Escrow  Agreement,  the Notes or the Bridge
Financing  Warrants,  or the  performance  by  the  Company  of its  obligations
hereunder  and  thereunder,  or as a  condition  to the  legality,  validity  or
enforceability of this Agreement,  the Escrow Agreement, the Notes or the Bridge
Financing Warrants.

         Section 3.8. Compliance with Law. The operations of the Company and its
Subsidiaries have been conducted,  and are now being conducted, in compliance in
all material  respects with all applicable laws,  rules,  regulations and Orders
except in all cases in which the violation of said laws, rules,  regulations and
Orders would not have a Material Adverse Effect.

         Section 3.9. Contracts.  Each material contract,  agreement,  mortgage,
indenture,  lease or instrument to which the Company or any  Subsidiary is bound
is a  valid  and  binding  obligation  of  the  Company  or its  Subsidiary,  as
applicable,  and,  to the best of the  Company's  knowledge,  the other  parties
thereto,  enforceable in accordance with its terms (except as the enforceability
thereof may be limited by any  applicable  bankruptcy,  insolvency or other laws
affecting  creditors'  rights  generally  or by  general  principles  of equity,
regardless  of whether such  enforceability  is considered in equity or at law),
and  is in  full  force  and  effect  (except  for  any  contracts,  agreements,
mortgages,  indentures,  leases or instruments which by their terms expire after
the date hereof or are terminated  after the date hereof in accordance  with the
terms  thereof  or  which,  if  terminated,  would not have a  Material  Adverse
Effect).

                                      -10-



 
<PAGE>

<PAGE>



         Section 4.  Representations and Warranties of the Purchasers.

         Each Purchaser warrants to the Company that:

         Section  4.1.  Corporate  Existence  and  Power.  Such  Purchaser  is a
corporation, partnership or other legal entity, duly organized, validly existing
and in good standing  under the laws of its  jurisdiction  of  incorporation  or
organization.  Such  Purchaser  has full power and  authority to conduct all the
activities conducted by it, to own or lease all the assets owned or leased by it
and to conduct its business.

         Section 4.2. Corporate  Authority;  Binding Effect.  Such Purchaser has
full  corporate  power and  authority  to  execute,  deliver  and  perform  this
Agreement.  This Agreement has been duly  authorized,  executed and delivered by
such Purchaser and,  assuming the due  authorization,  execution and delivery by
the  Company,  is the legal,  valid and  binding  agreement  of such  Purchaser,
enforceable against such Purchaser in accordance with its terms.

         Section 4.3. Litigation. There are no actions, suits, investigations or
proceedings pending, or, to the knowledge of such Purchaser,  threatened against
or affecting  such  Purchaser  which seek to enjoin,  or  otherwise  prevent the
consummation of, the transactions  contemplated herein or to recover any damages
or obtain any relief as a result of any of the transactions  contemplated herein
in  any  court  or  before  any  arbitrator  of any  kind  or  before  or by any
Governmental Body.

         Section 4.4. No Conflicts with  Agreements,  Etc. Neither the execution
and delivery by such  Purchaser of this  Agreement,  nor the  fulfillment  of or
compliance with the terms and provisions  hereof,  will conflict with, or result
in a  breach  or  violation  of the  terms,  conditions  or  provisions  of,  or
constitute  a  default  under,  or  result  in the  creation  of any Lien on any
Properties  or assets of such  Purchaser  or its  Subsidiaries  pursuant  to, or
result in the  acceleration  of any  obligation  under,  (i) the  Certificate of
Incorporation or By-Laws or other  organizational  documents of the Purchaser or
of the organizational  documents of any of its Subsidiaries,  (ii) any contract,
agreement,  mortgage,  indenture,  lease or instrument to which any of them is a
party or by which  any of them is bound or to which  any of them or any of their
respective  assets  are  subject,  or (iii) any  Order,  statute,  law,  rule or
regulation to which any of them or any of their  respective  assets are subject,
or result in any suspension,  revocation,  impairment, forfeiture or non-renewal
of any material licenses.

         Section 4.5.  Consents,  Etc.; Notice. No consent,  approval,  order or
authorization  of or declaration,  registration or filing with any  Governmental
Body or any nongovernmental Person, including,  without limitation, any creditor
or shareholder of such  Purchaser or any of its  Subsidiaries  or any party to a
contract to which such  Purchaser or any  Subsidiary  is a party or any of their
respective  assets is subject,  is required in connection  with the execution or
delivery  by  such  Purchaser  of this  Agreement,  or the  performance  by such
Purchaser  of its  obligations  hereunder,  or as a condition  to the  legality,
validity or enforceability of this Agreement.

                                      -11-



 
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         Section 4.6. Investment Intent.  Such Purchaser  represents that (i) it
is an  "accredited  investor"  as  such  term  in  defined  in  Rule  501 (a) of
Regulation D promulgated  under the  Securities  Act, (ii) it is purchasing  the
Notes and the Bridge  Financing  Warrants for its own account for investment and
not with a view to a public  distribution  thereof  (within  the  meaning of the
Securities Act and rules and  regulations  promulgated  thereunder) and (iii) no
distribution of the Notes shall be made unless such distribution shall have been
duly registered under the Securities Act, or an exemption for such  distribution
under the  Securities  Act is  available.  The Notes  and the  Bridge  Financing
Warrants shall bear restrictive legends in substantially the following form:

         THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933
         AND MAY NOT BE SOLD,  TRANSFERRED  OR  ASSIGNED  UNLESS  SO  REGISTERED
         PURSUANT TO AN EFFECTIVE REGISTRATION  STATEMENT,  OR AN EXEMPTION FROM
         REGISTRATION UNDER SAID ACT IS AVAILABLE.

         Section  4.7  Investigations;  Inquiries;  Facilities.  In  making  the
decision to purchase the Notes and the Bridge Financing Warrants hereunder,  (a)
such Purchaser has relied, in addition to the  representations and warranties of
the Company set forth in this Agreement, upon independent investigations made by
such  Purchaser or its  advisor(s),  (b) the Purchaser  and/or such  Purchaser's
advisor(s) has/have had a reasonable opportunity to ask questions of and receive
answers from a person or persons acting on behalf of the Company  concerning the
purchase  and sale of the Notes and the Bridge  Financing  Warrants and all such
questions have been answered to the full  satisfaction  of the Purchaser and (c)
the  Purchaser  and/or the  Purchaser's  advisor(s)  has/have  had a  reasonable
opportunity  to visit and  inspect  the books and records of the Company and the
Company's facilities.

         Section 5.        Covenants.

         The Company  covenants  and agrees  that,  so long as any  principal or
interest under the Notes remains outstanding:

         Section 5.1.  Payment of Principal and Interest.  The Company will duly
and punctually pay the principal of and interest on the Notes in accordance with
the terms of the Notes and this  Agreement.  The Company will comply with all of
the covenants, agreements and conditions contained in this Agreement, the Escrow
Agreement, the Notes and the Bridge Financing Warrants.

         Section 5.2. Further  Assurances.  The Company will, and will cause its
Subsidiaries  to, from time to time  execute any and all further  documents  and
instruments, and take all further actions which may be required under applicable
law, or which the Purchasers may reasonably  request, in order to effectuate the
transactions contemplated by this Agreement.

                                      -12-



 
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         Section  5.3. SEC  Filings.  The Company  shall timely file all reports
required to be filed by it with the SEC.

         Section 5.4. Opinion of Counsel to the Company. Simultaneously with the
release of the Notes, the Original Warrants and the purchase price therefor from
escrow in accordance with the terms of the Escrow  Agreement,  the Company shall
cause to be delivered to Purchasers  from counsel to the Company an opinion with
respect to the matters set forth in Section 3.1 with regard to the Company  only
(other than the third  sentence,  regarding which no opinion shall be required),
Section 3.2,  Section  3.6(a) (except that the matters set forth in clauses (ii)
and (iii) of such Section 3.6(a) shall be to the knowledge of such counsel), and
Section 3.7 (except that the matters set forth therein shall be to the knowledge
of such counsel).

         Section 6.     Transfer of the Notes and the Bridge Financing Warrants.

         (a) The  Purchaser  acknowledges  and agrees  that the Notes may not be
transferred unless (i) an Event of Default shall have occurred and be continuing
thereunder as of the date of the proposed  transfer,  or (ii) the assignee shall
assume all the  obligations  of the Purchaser  hereunder and under the Notes and
(iii) the  transferring  party shall receive the written consent of the Company,
which consent shall not be unreasonably  withheld.  If the Company shall consent
to a transfer of the Notes,  any Note issued upon  transfer  thereof shall carry
the rights to unpaid  interest  and interest to accrue which were carried by the
Notes so  transferred,  and neither gain nor loss of interest  shall result from
any such  transfer.  Any transfer tax or  governmental  charge  relating to such
transaction shall be paid by the holder requesting the transfer.

         (b) Subject to the  provisions  of Section  8(a),  the Notes and Bridge
Financing Warrants may not be sold, transferred, assigned or hypothecated by any
holder thereof except in compliance with the provisions of the Securities Act or
any available  exemption  thereunder and any Notes or Bridge Financing  Warrants
issued upon the transfer or  assignment  of a Note or Bridge  Financing  Warrant
will be dated  the same  date as such  transferred  or  assigned  Note or Bridge
Financing  Warrant,  and all rights of the holder  thereof shall be identical to
those of the holder of such  transferred  or assigned  Note or Bridge  Financing
Warrant.

         Section  7.  Lost,  Stolen,  Damaged  and  Destroyed  Notes  or  Bridge
Financing Warrants. At the request of the Purchasers, the Company will issue and
deliver at its expense,  in  replacement of any Notes lost,  stolen,  damaged or
destroyed,  upon  surrender  thereof,  if  mutilated,  new  Notes  for the  same
aggregate  unpaid  principal  amount  and  otherwise  of the same  tenor,  or in
replacement of any Bridge Financing Warrants lost, stolen, damaged or destroyed,
upon surrender thereof, if mutilated,  new Bridge Financing Warrants of the same
tenor as the Bridge Financing  Warrants so lost,  stolen,  damaged or destroyed,
duly executed by the Company.  The Company may condition  the  replacement  of a
Note or Bridge Financing Warrant reported by the holder thereof as lost, stolen,
damaged or destroyed, upon the receipt from such holder

                                      -13-



 
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<PAGE>



of an indemnity or security  reasonably  satisfactory  to the Company;  provided
that if such holder be a Purchaser or a commercial or investment banking firm or
other  institutional  lender or  institutional  investor,  or its nominee,  such
Person's  unsecured  agreement of indemnity  shall be sufficient for purposes of
this Section 9.

         Section 8.        Subordination.

         (a) Subordination to Senior Indebtedness. The indebtedness evidenced by
the Notes, and the payment of the principal  thereof,  and any interest thereon,
is wholly  subordinated,  junior and subject in right of payment,  to the extent
and in the  manner  hereinafter  provided,  to the prior  payment  of all Senior
Indebtedness  of the Company now  outstanding or hereinafter  incurred.  "Senior
Indebtedness"  means the principal of, and premium,  if any, and interest on (i)
all  Funded  Debt  (excluding  Guarantees  made  by the  Company  on  behalf  of
non-affiliated  third parties),  including deferrals,  renewals,  extensions and
refundings  thereof;  (ii) all debt  incurred  pursuant  to the  Revolving  Loan
Agreement;  (iii) the debt  incurred  by  International  Aircraft  Support  L.P.
pursuant to a credit agreement with Union Bank of California,  N.A., dated April
29, 1996 and assumed by IASI,  Inc. a Subsidiary of the Company;  (iv) any other
Debt of the Company which the Company and the Purchaser may hereafter  from time
to time  expressly and  specifically  agree in writing shall  constitute  Senior
Indebtedness,  provided  that  the  debt  incurred  pursuant  to the  Securities
Purchase  Agreement by and between the Company and The Equitable  Life Assurance
Society of the United States and any other party,  to be executed at the closing
of the  transactions  contemplated  by the Asset Purchase  Agreement,  shall not
constitute Senior  Indebtedness and, in turn, shall be subordinated,  junior and
subject in right of payment to the prior  payment of the Notes  pursuant to this
Agreement  in a manner  comparable  to the  subordination  provisions  contained
herein.

         (b) No Payment if Default in Senior Indebtedness. No payment on account
of principal of or interest on the Notes shall be made,  and the Notes shall not
be redeemed or purchased  directly or  indirectly  by the Company (or any of its
Subsidiaries),  if at the time of such payment or purchase or immediately  after
giving  effect  thereto,  (i) there shall  exist a default in any  payment  with
respect to any Senior Indebtedness or (ii) there shall have occurred an event of
default  (other  than a default  in the  payment of amounts  due  thereon)  with
respect to any Senior Indebtedness, as defined in the instrument under which the
same is  outstanding,  permitting the holders thereof to accelerate the maturity
thereof,  and such event of default shall not have been cured or waived or shall
not have ceased to exist;  provided,  however,  that the payments and  purchases
described  above may resume in the case of an event of default  described  under
clause  (ii)  above  upon the  expiration  of a period  of 120  days  after  the
occurrence  of the event of default if, at such time,  the holders of the Senior
Indebtedness shall not have accelerated such Senior Indebtedness.

                                      -14-


 
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         (c)      Payment upon Dissolution, Etc.
                  ------------------------------
                  (i) Upon payment or  distribution to creditors in a Proceeding
of assets of the Company of any kind or character,  whether in cash, property or
securities,  all principal and interest due upon any Senior  Indebtedness  shall
first be paid in full, or payment  thereof in full duly provided for, before any
holders of the Notes shall be entitled to receive or, if received, to retain any
payment or distribution on account of the Notes;  and upon any such  Proceeding,
any payment or  distribution  of assets of the Company of any kind or character,
whether in cash, property or securities, to which any holders of the Notes would
be entitled  except for the  provisions  of this Section 10 shall be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other person making such payment or distribution, or by any holders of the Notes
who shall have received such payment or distribution, directly to the holders of
the  Senior  Indebtedness  (pro  rata to each  such  holder  on the basis of the
respective  amounts of such Senior  Indebtedness  held by such  holder) or their
representatives  to the extent necessary to pay all such Senior  Indebtedness in
full after giving effect to any concurrent payment or distribution to or for the
holder of such Senior  Indebtedness,  before any payment or distribution is made
to any holders of the Notes. In the event of any Proceeding,  the holders of the
Notes shall be entitled to be paid one hundred  percent  (100%) of the principal
amount  thereof  and  accrued  interest  thereon  after  payment  of the  Senior
Indebtedness,  on a pari passu  basis with the other  creditors  of the  Company
before any  distribution  of assets shall be made among the holders of any class
of shares of the capital stock of the Company in their  capacities as holders of
such shares or to any  creditors of the Company  subordinated  to the holders of
the Notes.

                  (ii) For purposes of this Section  10(c),  the words  "assets"
and "cash,  property or securities" shall not be deemed to include Shares of the
Company as reorganized or readjusted,  or securities of the Company or any other
person provided for by a plan of reorganization or readjustment,  the payment of
which is  subordinated  at least to the extent  provided in this Section 10 with
respect to the Notes to the payment of all Senior  Indebtedness which may at the
time be  outstanding,  if (x) the  Senior  Indebtedness  is  assumed  by the new
person, if any, resulting from any such reorganization or readjustment,  and (y)
the rights of the holders of Senior Indebtedness are not, without the consent of
such holders, altered by such reorganization or readjustment.

         (d) Subrogation. Subject to payment in full of all Senior Indebtedness,
the holder of the Notes  shall be  subrogated  to the  rights of the  holders of
Senior  Indebtedness to receive  payments or  distributions of the assets of the
Company made on such Senior Indebtedness until all principal and interest on the
Notes shall be paid in full; and for purposes of such  subrogation,  no payments
or distributions to the holders of Senior  Indebtedness of any cash, property or
securities  to which any holders of the Notes  would be entitled  except for the
subordination provisions of this Section 10 shall, as between the holders of the
Notes and the Company and/or its creditors

                                      -15-




 
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other than the holder of the Senior  Indebtedness,  be deemed to be a payment on
account of the Senior Indebtedness.

         (e) Rights of Holder Unimpaired.  The provisions of this Section 10 are
and are intended  solely for the purposes of defining the relative rights of the
Company,  on the one hand,  and on the other hand,  the holders of the Notes and
the holders of Senior  Indebtedness and nothing in this Section 10 shall impair,
as between  the  Company and any  holders of the Notes,  the  obligation  of the
Company, which is unconditional and absolute, to pay to the holders of the Notes
the principal thereof and interest thereon,  in accordance with the terms of the
Notes,  nor  shall  anything  herein  prevent  any  holders  of the  Notes  from
exercising all remedies otherwise  permitted by applicable law or hereunder upon
default, subject to the rights set forth above of holders of Senior Indebtedness
to receive cash, property or securities  otherwise payable or deliverable to the
holders of the Notes.

         (f)  Holders  of  Senior   Indebtedness.   These  provisions  regarding
subordination will constitute a continuing offer to all persons who, in reliance
upon  such  provisions,   become  holders  of,  or  continue  to  hold,   Senior
Indebtedness (including the purchasers under the Securities Purchase Agreement);
such provisions are made for the benefit of the holders of Senior  Indebtedness,
and such  holders are hereby made  obligees  under such  provisions  to the same
extent as if they were  named  therein,  and they or any of them may  proceed to
enforce such  subordination.  The holders of the Notes shall execute and deliver
to any holder of Senior  Indebtedness  (i) any such instrument as such holder of
Senior  Indebtedness  may request in order to confirm the  subordination  of the
Notes to such  Senior  Indebtedness  upon the terms set forth in the Notes,  and
(ii) any powers of  attorney  specifically  confirming  the rights of holders of
Senior  Indebtedness to enforce such subordination and all such proofs of claim,
assignments of claim and other instruments as may be requested by the holders of
Senior  Indebtedness or their  representatives  to enforce all claims upon or in
respect of the Notes.

         (g) Notes as Payment for Warrants.  Notwithstanding  anything contained
in this Agreement to the contrary,  the Purchasers shall be entitled to exercise
the Original Warrants and, if applicable, the Additional Warrants, in accordance
with Section 1, clause (ii) of such warrants.

         Section 9. Termination.  The Purchasers may terminate this Agreement if
the  closing of the sale of the Notes and the  Original  Warrants  does not take
place  prior to  January  31,  1997 as a result of the  conditions  set forth in
Section 5 hereof not having been  fulfilled  prior to such date. The Company may
terminate  this  Agreement  if the  closing  of the  sale of the  Notes  and the
Original  Warrants  does not take place prior to January 31, 1997 as a result of
the  failure of the  conditions  set forth in  Section 6 hereof not having  been
fulfilled to such date.

                                      -16-



 
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<PAGE>



         Section 10.       Events of Default.
                           -----------------
         The entire unpaid  principal of the Notes and the interest then accrued
on the Notes shall become and be immediately due and payable upon written demand
of the holder of the Notes,  without  any other  notice or demand of any kind or
any presentment or protest,  if any one of the following  events (each an "Event
of Default")  shall occur and be continuing at the time of such demand,  whether
voluntarily or involuntarily, or, without limitation, occurring or brought about
by operation of law or pursuant to or in compliance with any judgment, decree or
order of any court or any order, rule or regulation of any Governmental Body:

                  (a) If any  principal or interest  payment  under the Notes is
not made when due,  and  remains  unpaid for seven (7) days  (including  if such
non-payment results from the provisions of Section 8 hereof);

                  (b)  If the  Company  shall  default  in  the  performance  or
observance of any material  covenant,  agreement or condition  contained in this
Agreement,  and such default shall remain unremedied for fifteen (15) days after
written notice of such default is given to the Company;

                  (c) If the Company (i) makes a  composition  or an  assignment
for the benefit of creditors or trust mortgage,  (ii) applies for,  consents to,
acquiesces  in,  files a  petition  seeking  or admits  (by  answer,  default or
otherwise)  the material  allegations of a petition filed against it seeking the
appointment of a trustee, receiver or liquidator, in bankruptcy or otherwise, of
itself or of all or  substantial  portion of its  assets,  or a  reorganization,
arrangement with creditors or other remedy, relief or adjudication  available to
or against a bankrupt or insolvent debtor under any bankruptcy or insolvency law
or any law  affecting  the rights of  creditors  generally,  or (iii)  admits in
writing its inability to pay its debts generally as they become due; or

                  (d) If an order  for  relief  shall  have  been  entered  by a
bankruptcy  court or if a decree,  order or  judgment  shall  have been  entered
adjudging the Company insolvent, or appointing a receiver, liquidator, custodian
or trustee,  in  bankruptcy  or  otherwise,  for it or for all or a  substantial
portion of its assets, or approving the winding-up or liquidation of its affairs
on the grounds of insolvency or nonpayment of debts,  and such order for relief,
decree,  order or judgment shall remain undischarged or unstayed for a period of
forty-five (45) days; or if any substantial  part of the property of the Company
is  sequestered  or attached and shall not be returned to the  possession of the
Company or such  subsidiary or released from such attachment  within  forty-five
(45) days.

                  Notwithstanding  anything in this Section 12 to the  contrary,
in the case of any Event of Default other than an Event of Default  specified in
(c) or (d) above, if there is any Senior Indebtedness outstanding at the time of
an acceleration  under this Section 12, such  acceleration  (i) shall not become
effective  until  the  first  to  occur  of (A) an  acceleration  of any  Senior
Indebtedness and (B) the 30th calendar day after notice

                                      -17-


 
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<PAGE>



of  acceleration  of the Notes is received by the Company and (ii) shall (in the
absence of an acceleration under Senior Indebtedness) automatically be rescinded
if on or prior to such 30th calendar day the Company  shall have (x)  discharged
the indebtedness  which triggered an Event of Default hereunder (if the Event of
Default was  pursuant to clause (c) of this Section 12) or (y)  otherwise  cured
the Event of Default.

         Section 11.       Miscellaneous.
                           -------------
         Section  11.1.  Amendment  and Waiver.  No  amendment  or waiver of any
provision  of this  Agreement,  the  Escrow  Agreement,  the Notes or the Bridge
Financing Warrants, or any consent to any departure by the Company or any of its
Subsidiaries therefrom, shall in any event be effective as regards any holder of
Notes  unless the same shall be in writing and signed by such  holder.  Any such
waiver or consent shall be effective  only in the specific  instance and for the
purpose  for which  given.  Neither any failure nor any delay on the part of the
Purchasers  in exercising  any right,  power or privilege  hereunder,  under the
Notes or under the Bridge Financing  Warrants shall operate as a waiver thereof,
nor shall a single or partial  exercise  thereof  preclude  any other or further
exercise thereof or the exercise of any other right, power or privilege.  Except
as otherwise provided herein, in the Notes or in the Bridge Financing  Warrants,
no notice to or demand on the  Company  or any of its  Subsidiaries  in any case
shall entitle the Company or such  Subsidiary to any other or further  notice or
demand in the same, similar or other circumstances.

         Section 11.2.  Expenses.  Each of the parties  hereto agrees to pay its
own costs  and  expenses  in  connection  with the  negotiation,  execution  and
delivery  of this  Agreement,  the  Escrow  Agreement,  the Notes and the Bridge
Financing Warrants and the consummation of the transactions  contemplated hereby
and  thereby,  except that the  Company  agrees to pay the  reasonable  fees and
disbursements of legal counsel (not to exceed $5,000) for the Purchaser incurred
in  connection  with the  negotiation,  preparation  and closing of the sale and
purchase of the Notes and the Original Warrants.

         Section  11.3.   Survival  of  Representations   and  Warranties.   All
representations  and  warranties  contained  herein or made in  writing by or on
behalf of any party to this Agreement or otherwise in connection herewith, shall
survive the  execution  and delivery of this  Agreement  and the delivery of the
Notes and the Bridge Financing  Warrants to the Purchasers to the maximum extent
permitted by law  notwithstanding  any investigation made by, or constructive or
actual knowledge of, the Purchasers or the Company,  as applicable,  of any fact
which would constitute a breach of a representation or warranty.

         Section 11.4.  Successors and Assigns.  This Agreement shall be binding
upon and  inure to the  benefit  of the  Company  and the  Purchasers  and their
respective  successors  and  assigns;  provided,  however,  that  any  attempted
assignment or other attempted transfer of the Notes or Bridge Financing Warrants
shall be subject to the provisions of Section 8 hereof;  provided further,  that
the Company shall not have the

                                      -18-




 
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<PAGE>



right to assign its rights  hereunder or any interest  herein or to delegate any
of its duties hereunder without the prior written consent of the Purchasers.

         Section 11.5.  Notices.  All notices  hereunder shall be in writing and
shall be conclusively deemed to have been received and shall be effective (a) on
the day on which  delivered if delivered  personally or  transmitted by telex or
telegram or telecopier, or (b) one Business Day after the date on which the same
is delivered to a nationally  recognized overnight courier service, and shall be
addressed:

                  (i)      in the case of the Company, to:

                           KELLSTROM INDUSTRIES, INC.
                           14000 N.W. 4th Street
                           Sunrise, Florida  33325
                           Attention:  Zivi R. Nedivi
                           Telecopier No.:  (954) 845-0428

                           with a copy to:

                           FULBRIGHT & JAWORSKI L.L.P.
                           666 Fifth Avenue
                           New York, New York  10103
                           Attention:  Richard H. Gilden, Esq.
                           Telecopier No.:  (212) 752-5958

                  (ii)     in the case of the Purchasers, to them at their
                           addresses set forth with their signatures hereto.

                           with a copy to:

                           LANE ALTMAN & OWENS
                           101 Federal Street
                           Boston, MA 02110
                           Attn:  Joseph F. Mazzella
                           Telecopier No. (617) 345-0400

         Section 11.6. Integration and Severability.  This Agreement, the Escrow
Agreement,  the Notes, the Escrow Agreement,  and the Bridge Financing  Warrants
embody the entire  agreement and  understanding  between the  Purchasers and the
Company,  and supersede all prior agreements and understandings  relating to the
subject  matter hereof.  In case any one or more of the provisions  contained in
this  Agreement or in any instrument  contemplated  hereby for such date, or any
application thereof, shall be invalid,  illegal or unenforceable in any respect,
the validity,  legality and enforceability of the remaining provisions contained
herein and therein, and any other application  thereof,  shall not in any way be
affected or impaired thereby.

                                      -19-



 
<PAGE>

<PAGE>



         Section 11.7.  Counterparts.  This  Agreement may be executed in two or
more  counterparts,  each of which shall be deemed an original  but all of which
shall together constitute one and the same instrument.

         SECTION 11.8. GOVERNING   LAW. THIS  AGREEMENT  SHALL  BE  GOVERNED  BY
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF  THE  STATE OF  NEW
YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW).

         Section 11.9. Remedies  Cumulative.  No remedy herein conferred upon or
reserved  to the  Company,  or  upon or to the  Purchasers,  is  intended  to be
exclusive  of any  other  remedy,  but  each  and  every  such  remedy  shall be
cumulative and shall be in addition to every other remedy given hereunder or now
existing or hereafter to exist by law or by statute.

         Section 11.10. Binding Agreement.  This Agreement shall be binding upon
all Purchasers  who execute this  Agreement,  and each such  Purchaser  shall be
obligated  to  purchase  Notes and  Original  Warrants  in the amounts set forth
opposite  their  respective  names on Schedule I hereto,  even in the event that
less than all the Purchasers named on Schedule I hereto execute this Agreement.


 
<PAGE>

<PAGE>



         IN WITNESS  WHEREOF,  the Company and the Purchasers have executed this
Agreement by their duly authorized officers as of the date first written above.

                                       KELLSTROM INDUSTRIES, INC.

                                       By:
                                          --------------------------------
                                       Name:    John S. Gleason
                                       Title:   Executive Vice President and CFO

 
<PAGE>

<PAGE>



NOTE PURCHASE AGREEMENT
-----------------------
                          PURCHASERS:

                          BEDFORD FALLS INVESTORS, L.P.

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

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

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

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

                          METROPOLITAN CAPITAL ADVISORS
                          INTERNATIONAL LIMITED

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

                                     By:  Metropolitan Capital III, Inc.
                                          General Partner

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




 
<PAGE>

<PAGE>



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

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

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

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






<PAGE>