AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1 TO RIGHTS AGREEMENT ('Amendment'), entered into as of March 4, 1997 but bearing an effective date of January 14, 1997, by and between KELLSTROM INDUSTRIES, INC., a Delaware corporation having offices...

                                AMENDMENT NO. 1
                                       TO
                                RIGHTS AGREEMENT
 
     AMENDMENT  NO.  1 TO  RIGHTS AGREEMENT  ('Amendment'),  entered into  as of
March  4, 1997  but  bearing  an  effective  date  of January 14,  1997, by  and
between  XXXXXXXXX INDUSTRIES,  INC., a  Delaware corporation  having offices at
00000 X.X. 0xx Xxxxxx, Xxxxxxx,  Xxxxxxx 00000 (the 'Company'), and  CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, having offices at 0 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000 (the 'Rights Agent').
 
                                    RECITALS
 
     WHEREAS,  the Company and the Rights Agent entered into a Rights Agreement,
dated as of January 14, 1997 (the 'Rights Agreement'), pursuant to which,  among
other  things, the Company  authorized and declared a  dividend of one preferred
share  purchase  right  (a  'Right')  for  each  Common  Share  of  the  Company
outstanding  at the close of  business on January 26,  1997 (the 'Record Date'),
each Right representing  the right to  purchase one one-hundredth  (1/100) of  a
preferred share; and
 
     WHEREAS,  the  Company and  the  Rights Agent  desire  to amend  the Rights
Agreement as set forth herein;
 
     NOW THEREFORE, the Company and the Rights Agent hereby agree as follows:
 
     1. The references in the Rights Agreement to the par value of the Series  A
Junior  Participating Cumulative  Preferred Stock  in: (i)  Section 1(m)  of the
Rights Agreement;  (ii)  the  second  paragraph  of  Exhibit  A  to  the  Rights
Agreement;  (iii) the first  sentence of the  first paragraph of  Exhibit B; and
(iv) the third sentence  of the first  paragraph of Exhibit  C, are each  hereby
amended by changing the par value from a par value per share of '$.01' per share
to a par value of '$.001' per share.
 
     2. Except  as specifically  set forth  herein, the  Rights Agreement  shall
remain in full force and effect.
 
     THIS  AMENDMENT  SHALL  BE GOVERNED  BY  AND CONSTRUED  AND  INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO  PRINCIPLES
OF CONFLICTS OF LAW).






 
     IN  WITNESS  WHEREOF, the  Company and  the Rights  Agent have  caused this
Amendment to be executed as of the date first written above.
 
                                     XXXXXXXXX INDUSTRIES, INC.
 
                                     By:  /s/  Zivi X. Xxxxxx
                                          ------------------------------
                                          Name:  Zivi X. Xxxxxx
                                          Title: President and CEO
 
                                     CONTINENTAL STOCK TRANSFER & TRUST COMPANY
 
                                     By:   /s/ Xxxxxxx X. Xxxxxxxxx
                                          ------------------------------
                                          Name: Xxxxxxx X. Xxxxxxxxx
                                          Title: Vice President