Exhibit 10.19
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                             STOCKHOLDERS AGREEMENT


     THIS  STOCKHOLDERS  AGREEMENT (the "Agreement"), entered into this 18th day
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of  September,  2000  is made by and among (i) Diamond Aviation, Inc., a Georgia
corporation  (the "Company"), and (ii) those persons listed on Exhibits A, B and
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C  hereto  (collectively,  the  "Stockholders").
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                              W I T N E S S E T H:
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     WHEREAS,  each  of  the  Stockholders is the record and beneficial owner of
that  number  of  shares  of  Common Stock (as hereinafter defined) indicated on
Exhibits  A,  B  and  C,  and all of the outstanding shares of Capital Stock (as
hereinafter  defined)  are  owned  by  the  Stockholders;  and
     WHEREAS, the parties hereto desire to set forth more fully their agreements
regarding  the  ownership  of  stock  in  the  Company;
     NOW  THEREFORE,  in consideration of the foregoing and the mutual covenants
and  agreements  contained  herein,  the  receipt  and  sufficiency of which are
acknowledged,  the  parties  hereto,  each intending to be legally bound hereby,
agree  as  follows:

ARTICLE  I.

DEFINITIONS
SECTION  1.1          Definitions.
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     As  used herein, the following terms shall have the respective meanings set
forth  below:
     "Affiliate"  of  any  Person  means  any Person that directly or indirectly
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controls, or is under common control with, or is controlled by, such Person.  As
used  in  this  definition,  "control" (including with its correlative meanings,
"controlled  by"  and  "under  common  control with") shall mean the possession,
directly  or  indirectly,  of  the power to direct or cause the direction of the
management  or  policies of a person (whether through ownership of securities or
partnership  or  other  ownership  interests,  by  contract  or  otherwise).
"Board of Directors" means the Board of Directors of the Company, as constituted
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from  time  to  time in accordance with the Company's Bylaws and this Agreement.
     "Capital  Stock" means any class of capital stock of the Company including,
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without  limitation, the Common Stock and any preferred stock that may hereafter
be  issued  by  the  Company.
"Common  Stock"  means  the  Company's  Common  Stock  without  par  value.
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"Director"  means  a  member  of  the  Board  of  Directors.
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     "Family  Group"  means  (i)  a  Person's spouse, descendants, stepchildren,
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parents  and  descendants of parents, (ii) the spouse of any individual referred
to  in  clause  (i)  above,  and  (iii) any trust solely for the benefit of such
Person  and/or  any  individual  referred  to  in  clause  (i)  or  (ii)  above.
"Holder  Group"  means  (i)  the  IASG Holders (as a collective group), (ii) the
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Management  Holders  (as  a collective group), or (iii) the Priddy Holders (as a
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collective  group).
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     "IASG"  means  International  Airline  Support  Group,  Inc.,  a  Delaware
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corporation,  and  its  successors  and  assigns.
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     "IASG  Holders"  means IASG and any of its shareholders who receive Capital
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Stock  from  IASG.  The  term "IASG Holders" shall also include any Family Group
members  who  receive  Capital  Stock from any Stockholder who is an IASG Holder
with  respect  to  such  stock.
"Management  Holders"  means  those  Stockholders identified on Exhibit C hereto
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with  respect  to  the  stock indicated on such Exhibit and any stock thereafter
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acquired by such Stockholders.  The term "Management Holders" shall also include
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any Family Group members who receive Capital Stock from any Stockholder who is a
Management  Holder  with  respect  to  such  stock.
"New Securities" shall mean any Capital Stock whether now authorized or not, and
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rights,  options  or  warrants  to purchase Capital Stock, and securities of any
type  whatsoever  that  are,  or may become convertible into or exchangeable for
Capital  Stock;  provided  that  the  term "New Securities" does not include (i)
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Capital  Stock  issued  as  a  stock dividend to holders of the Company's Common
Stock,  (ii)  securities  issued  in  connection  with an acquisition, merger or
Strategic  Transaction  approved by the required vote of the Board of Directors,
(iii)  the  issuance of stock awards or stock options to consultants, employees,
officers or Directors of the Company pursuant to a plan approved by the required
vote  of  the Board of Directors and the issuance of shares of Common Stock upon
the  exercise  of  such  awards  or  grants,  (iv) shares of Common Stock issued
pursuant  to  registered public offerings, and (v) debt securities that are not,
and  will  not become, convertible into or exchangeable for Capital Stock.  (For
purposes  of clause (iii) above, the Company's 2000 Stock Option Plan (the "2000
Plan"),  authorizing  the  grant  of options to purchase up to 200,000 shares of
Common  Stock, shall be deemed to have been approved by the required vote of the
Board  of  Directors).
"Person"  means  any  individual,  corporation,  partnership,  limited liability
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company,  firm,  joint  venture,  association,  joint-stock  company,  trust,
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unincorporated organization, governmental body or other entity.  In the event of
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a  trust,  the  term  "Person" shall refer to both the trust itself and the then
current  income  beneficiaries  thereof.
"Priddy  Holders"  means  those Stockholders identified on Exhibit B hereto with
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respect to the stock indicated on such Exhibit and any stock thereafter acquired
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by  such Stockholders.  The term "Priddy Holders" shall also include any members
of  RMC  Capital,  LLC  who  receive Capital Stock from RMC Capital, LLC and any
Family  Group  members  who  receive Capital Stock from any Stockholder who is a
Priddy  Holder  with  respect  to  such  stock.
"Qualified  Public  Offering"  shall  mean a firm commitment underwritten public
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offering  after  which  the  market  capitalization  of  the Company exceeds $50
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million  based  on the initial public offering price multiplied by the number of
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shares  of  stock  outstanding.
     "Securities  Act"  means  the  Securities  Act  of 1933, as amended, or any
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similar  federal  law  then  in  force.
     "Securities  and  Exchange  Commission"  means  the Securities and Exchange
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Commission  and  includes  any  governmental  body  or  agency succeeding to the
functions  thereof.
     "Securities  Exchange  Act"  means  the Securities Exchange Act of 1934, as
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amended,  or  any  similar  federal  law  then  in  force.
     "Stockholder  Shares"  means (i) all Common Stock issued or issuable to the
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Stockholders  and  (ii)  Common  Stock issued or issuable directly or indirectly
with  respect  to the securities referred to in clause (i) above by way of stock
dividend  or  stock  split  or  in  connection  with  a  combination  of shares,
recapitalization,  merger,  conversion,  consolidation  or other reorganization.
"Strategic  Transaction"  means  a transaction, including without limitation the
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formation  of  a  joint  venture  or partnership, entered into other than in the
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ordinary  course  of  business,  pursuant  to  which  the  Company  acquires  a
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significant  amount  of  assets,  leases one or more aircraft, obtains a capital
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investment,  incurs  a  significant  amount of indebtedness or enters into a new
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line  of  business.
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"Third  Party"  means  any  Person  that  is not an Affiliate or a member of the
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Family  Group,  as  appropriate,  of  the  Company  or  any of the Stockholders.
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     "Transfer"  means  to sell, transfer, assign, pledge, encumber or otherwise
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dispose  of  any  interest  in  any  Stockholder  Shares.

ARTICLE  II.

BOARD  OF  DIRECTORS  AND  VOTING  AGREEMENT
SECTION  2.1          Board  of  Directors.
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(a)     The  Board  of Directors of the Company shall initially consist of three
(3)  Directors.  The number of Directors may be increased from time to time by a
majority  vote  of  the Stockholders which majority includes the Priddy Holders.
(b)     The  IASG  Holders, the Management Holders, and the Priddy Holders (each
such  Holder  Group,  a  "Nominating  Stockholder") shall each have the right to
nominate  one  (1)  person  to  serve as a Director of the Company.  The initial
nominees of the various Holder Groups are as follows: (i) IASG Holders - Alexius
     A.  Dyer,  III,  (ii)  Management  Holders  - George Murnane III, and (iii)
Priddy Holders - Robert L. Priddy.  If a Nominating Stockholder wishes to remove
or proposes the removal of the Director which it had designated or nominated for
the Board of Directors, all of the Stockholders entitled to vote shall vote for,
and  take  all  necessary steps to accomplish, the removal of such Director.  If
any  Director  is  removed from office, resigns or otherwise leaves the Board of
Directors,  the  Nominating  Stockholder which had designated and nominated such
Director  in  accordance  with this Paragraph shall be entitled to designate and
nominate  a  new  Director  to  the  Company's  Board  of  Directors.
(c)     Each  Stockholder  hereby agrees to vote to elect to the Company's Board
of  Directors  all  of  the  persons  nominated in accordance with Paragraph (b)
above.
(d)     Notwithstanding any provision of the Company's Articles of Incorporation
     or  By-laws,  each  party  to this Agreement hereby agrees that none of the
following  actions  shall  be taken by the Company without being approved by the
Director  nominated  by  the Priddy Holders at a properly constituted meeting of
the Board of Directors (or action by unanimous written consent in lieu of such a
meeting):
(i)     (A)  any  arrangement  pursuant  to which the Company would be merged or
consolidated  with  another  entity,  (B)  any arrangement pursuant to which the
Company  would  acquire all or substantially all the assets or of another entity
or  securities of another entity that would result in the Company having control
of  such  other  entity, (C) any arrangement pursuant to which the Company would
undergo  a  reorganization  or recapitalization, (D) any arrangement pursuant to
which the Company would sell, lease, transfer, hypothecate, pledge, liquidate or
     otherwise dispose of all or substantially all of its assets, (E) the filing
by  the  Company of a voluntary petition in bankruptcy or any petition or answer
seeking  any  reorganization,  debtor  rehabilitation, arrangement, composition,
readjustment,  liquidation,  dissolution  or similar relief under any present or
future  federal,  state  or  other  code, statute or law relating to bankruptcy,
insolvency  or  other  relief  for  debtors,  or  seeking  or  consenting  to or
acquiescing  in the appointment of any trustee, receiver, conservator, custodian
or  liquidator  of the Company or of all, or substantially all, of its property,
(F)  admitting  in  writing  the  Company's  inability  to pay its debts as they
mature,  (G)  giving notice to any Person of insolvency or pending insolvency of
the Company, or suspension or pending suspension of the Company's operations, or
(H)  making  an  assignment  for  the  benefit  of creditors or taking any other
similar  action  for  the  protection  or  benefit  of  creditors;
(ii)     the  amendment,  restatement, modification or repealing of the Articles
of  Incorporation  or  By-laws  of  the  Company;
(iii)     the  repurchase  of  any  Capital  Stock  of  the  Company;
(iv)     an increase in the size of the Company's Board of Directors to a number
     greater  than  three;
(v)     the  issuance of any preferred stock or any securities, convertible into
preferred  stock  of  the  Company;
(vi)     incurring  any  single  or  related  series of indebtedness, other than
leases entered into in the ordinary course of business of the Company, such that
there  would  be  more than $50,000 of indebtedness at any one time outstanding;
(vii)     change  the  Company's  principal  line  of  business,  enter into any
business  unrelated  to its current business or make any material changes in its
business  or  business  plan;
(viii)     entering into any agreement giving any Person any rights to have such
     Person's  Capital  Stock registered for sale under federal securities laws;
(ix)     hiring  or  firing  the  Company's  chief  executive  officer;
(x)     the Company organizing any subsidiary of which it owns less than 100% of
     the  Capital Stock, selling any interest in any subsidiary or entering into
a  joint  venture  involving the diversion of assets or business of the Company;
(xi)     the  Company  filing  a  registration statement with the Securities and
Exchange  Commission  for  the  purpose  of  registering  any  securities of the
Company;
(xii)     the  issuance  of  any  securities  in  conjunction  with  a Strategic
Transaction;
(xiii)     any  amendment  of  the  Management  Services  Agreement  between the
Company  and  IASG  or entering into any transaction between the Company and any
Stockholder  or  any  Affiliate  of  the  Company  or  any  Stockholder;
(xiv)     sales  of  assets  of  the  Company  outside  the  ordinary  course of
business;  and
(xv)     execution of any agreement with respect to any of the actions set forth
     in  (i)  through  (xiv)  above.
(e)     Notwithstanding  anything  herein  to  the contrary, all parties to this
Agreement agree that any decision to terminate the Management Services Agreement
     between the Company and IASG shall be made solely by the Director nominated
by  the  Priddy  Holders.
(f)     The  Company  is indebted to IASG with respect to which certain aircraft
of  the  Company  are  pledged  as collateral.  IASG hereby agrees, on behalf of
itself  and  its  successors  and assigns, that IASG will not seek to accelerate
such  debt  or  to foreclose upon such aircraft in the event of a default by the
Company unless IASG shall have first provided notice thereof to RMC Capital, LLC
     ("RMC")  and  RMC  or the Company shall not have cured such default written
fifteen  (15)  days  after  receipt  of  such  notice  by  RMC.
(g)     The  provisions  set  forth in this Section 2.1 shall terminate upon the
closing  of  a  Qualified  Public  Offering.
SECTION  2.2     Compensation  Committee.
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(a)     The Compensation Committee shall consist solely of Directors who are not
     Management  Holders.
(b)     The  Compensation  Committee  shall  approve (i) compensation levels for
each  officer  who  also  serves  as a member of the Board of Directors or whose
total  compensation  in  any  year exceeds $150,000, and (ii) all bonus payments
exceeding $50,000 to any one individual in any year, (iii) the issuance of stock
     awards to consultants, employees, officers or Directors of the Company, and
(iv)  the  Company's  policies with respect to vacation pay, paid time off, sick
pay  and  similar  matters.
(c)     The  Compensation  Committee  shall  undertake all administration of the
Company's  2000  Option Plan, including making all determinations as to who will
receive  option  grants  thereunder, the number of shares subject to such grants
and  the  option  price  for  all  options  granted.
ARTICLE  III.

PREEMPTIVE  RIGHTS;  TRANSFER  RESTRICTIONS  AND  OFFER  PROCEDURES
SECTION  3.1     Preemptive  Rights.
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(a)     If the Company at any time after the date hereof authorizes the issuance
     or  sale of any New Securities (other than as a dividend on the outstanding
Common  Stock),  the  Company  (i)  must  do  so  only  to  a  Third  Party (the
"Prospective  Purchaser") and only on a bona-fide arm's length commercial basis,
and  (ii)  shall  first offer to sell to each Holder Group a portion of such New
Securities equal to the percentage of outstanding shares of Common Stock held by
such  Holder  Group  at  the  time  of  such  issuance.
(b)     In  order  to  exercise its purchase rights hereunder, each Holder Group
must  within 10 days after receipt of written notice from the Company describing
in  reasonable  detail  the  New  Securities  being  offered, the purchase price
thereof,  the  payment  terms  and such Holder Group's percentage allotment (the
"Issuance  Notice"),  deliver  a  written  notice  to the Company describing its
election  hereunder.  In  the  event any Holder Group does not elect to purchase
all  of  the shares offered to such Holder Group, any New Securities not elected
to  be  purchased  by  the  end  of such 10-day period shall be reoffered for an
additional  5-day period by the Company on a pro rata basis to the Holder Groups
who  elected to purchase all shares of such New Securities originally offered to
such  Holder Groups.  Any purchase of New Securities pursuant to this preemptive
right  will  be  on  the  terms  specified  in  the  Issuance  Notice.
(c)     Upon the expiration of the offering periods described above, the Company
shall  during  the  120-day  period  thereafter  be  entitled  to  sell such New
Securities to the Prospective Purchaser which the Holder Groups have not elected
to  purchase on terms and conditions no more favorable to the purchasers thereof
than  those offered to the Holder Groups.  Any New Securities offered or sold by
the  Company  to  any  Person after such 120-day period must be reoffered to the
Holder  Groups  pursuant  to  the  terms  of  this  Section  3.1.
(d)     Termination  of  Restrictions.  The  provisions set forth in Section 3.1
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shall  terminate  upon  the  closing  of  a  Qualified  Public  Offering.
SECTION  3.2     Transfer  Restrictions.
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(a)     No  Stockholder  shall  Transfer  any interest in any Stockholder Shares
except  pursuant  to  and in accordance with the provisions of this Section 3.2.
(b)     If, at any time, a Stockholder wishes to Transfer any of its Stockholder
     Shares  to  a  Third  Party (including, for this purpose, a transfer from a
Stockholder  who  is  a  member  of a Holder Group to a member of another Holder
Group),  such  Transfer  shall  be  made  pursuant  to the following procedures.
(i)     At least 30 days prior to making any Transfer of Stockholder Shares, any
     transferring  Stockholder of Stockholder Shares (the "Transferring Holder")
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shall  deliver  a  written  notice  (the  "Offer Notice") to the Company and the
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Stockholders.  The Offer Notice shall disclose in reasonable detail the proposed
number  of  Stockholder  Shares  to  be  transferred  (the "Stockholder Transfer
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Shares")  and  the  proposed terms and conditions of the Transfer (including the
proposed  price  at  which  the  shares  are  to  be  transferred).
(ii)     Each  Stockholder  in  the same Holder Group as the Transferring Holder
shall  be entitled to purchase all (but not less than all) of his Pro Rata Share
(as  defined  below)  of  the Stockholder Transfer Shares specified in the Offer
Notice  at  the  price  and on the terms specified therein by delivering written
notice  of  such  election  (an "Election Notice") to the Transferring Holder as
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soon  as  practical  but in any event within 10 days after delivery of the Offer
Notice.  Any  Stockholder  Transfer  Shares  not elected pursuant to an Election
Notice  to  be purchased by the end of such 10-day period shall be reoffered for
an additional 5-day period by the Transferring Holder on a pro rata basis to the
     Stockholders who have elected to purchase their Pro Rata Share (if any) and
who  are  in  the same Holder Group as the Transferring Holder.  Any Stockholder
Transfer  Shares  not  elected pursuant to an Election Notice to be purchased by
the  end of the above periods shall be reoffered for an additional 10-day period
by  the  Transferring  Holder to the Stockholders who are not in the same Holder
Group  as  the  Transferring  Holder  on  a  pro  rata  basis based on each such
Stockholder's  Pro  Rata  Share.  Any  Stockholder  Transfer  Shares not elected
pursuant  to an Election Notice to be purchased by the end of such 10-day period
shall  be reoffered for an additional 5-day period by the Transferring Holder on
a pro rata basis to the Stockholders who have elected to purchase their Pro Rata
Share and who are not in the same Holder Group as the Transferring Holder.  Each
Stockholder's  "Pro  Rata  Share"  shall  be  equal  to  such  Stockholder's
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proportionate  ownership  of  the  Stockholder  Shares  as compared to the total
number  of  Stockholder  Shares  owned  by  all  Stockholders  (including  such
Stockholder)  then given the right to purchase.  The Stockholders shall have the
right  to  purchase  Stockholder  Transfer  Shares  whether or not they agree to
purchase  all  of  the  Stockholder  Transfer  Shares  being  offered.
(iii)     The Transfer of any Stockholder Transfer Shares to be purchased by the
     Stockholders  shall  be consummated as soon as practical after the delivery
of the final Election Notice under clause (ii) above, but in any event within 15
days  after  the  delivery  of the final Election Notice.  In the event that the
Stockholders  do not elect to purchase all of the Stockholder Transfer Shares or
fail  to  consummate  the  purchase within the time frames specified herein, the
Transferring  Holder may, within 90 days after the expiration of the last period
pursuant  to  clause  (ii)  above,  Transfer such remaining Stockholder Transfer
Shares  to one or more Third Parties at a price no less than the price per share
specified  in  the  Offer  Notice  and  on  other terms no more favorable to the
transferees  thereof  than offered to the Stockholders in the Offer Notice.  Any
Stockholder  Transfer  Shares not Transferred within such 90-day period shall be
reoffered  to the Stockholders under this Section 3.2(b) prior to any subsequent
Transfer  pursuant  to  the  terms  of  this  Section.
(iv)     At any closing under this Section 3.2(b), each Transferring Holder will
deliver to the relevant purchaser good and valid title to the Stockholder Shares
being  sold  by  each  such  Transferring  Holder,  free  and clear of any lien.
(v)     In  the  event the consideration for the Stockholder Shares as disclosed
in  the  Offer  Notice  is  other  than cash, a promissory note or a combination
thereof,  the  price  for  the  Stockholder  Shares  shall  be the value of that
consideration  as agreed to by the Transferring Holder and the Stockholders, or,
if  no  agreement  can be reached as to the valuation of such consideration, the
fair  market  value  of  such consideration as determined by two appraisers (one
appointed  by the Transferring Holder and one appointed by the Company).  In the
event  the  two  appraisers are unable to agree on a fair market value within 20
days after they are appointed and further negotiations, in the opinion of either
     of  the appraisers, would not result in an agreement, the fair market value
of  the  consideration  shall  be the average of the appraised values of the two
appraisers;  provided,  however,  that  if  the  appraised  values  of  the  two
appraisers  differ  by  more  than  ten  percent  (10%) of the higher of the two
appraised  values,  the two respective appointed appraisers shall select a third
appraiser  who shall independently, within 20 days after his appointment, make a
determination of the value of the consideration and the average of the appraised
values  of the three appraisers shall be the purchase price and shall be binding
on  the  parties  hereto.  The  Transferring Holder whose Stockholder Shares are
subject  to  the  Offer Notice and the Company shall each bear the cost of their
respective  appraisers  and shall share the cost equally of the third appraiser,
if  any.  Notwithstanding  anything  herein  to the contrary, if an appraisal is
used  to  determine  the  value  of  the  consideration pursuant to this Section
3.2(b),  the  time  periods  provided for in this Section 3.2(b) shall be tolled
from  the  time  of  the initial appointment of the two appraisers until a final
appraised  value  is  determined  pursuant  to  this  Section  3.2(b)(v).
(c)     Permitted Transfers.  The restrictions set forth in Section 3.2(b) shall
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     not  apply  to  (i)  any  Transfer of Stockholder Shares from a member of a
Holder  Group  to  another member of the same Holder Group, (ii) any Transfer of
Stockholder  Shares by any Stockholder among its Affiliates, or (iii) a Transfer
of  Stockholder  Shares  by  any Stockholder pursuant to the laws of descent and
distribution  or  among  the Family Group of such Stockholder; provided that the
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provisions  of  this Agreement will continue to be applicable to the Stockholder
Shares  after any Transfer pursuant to clauses (i), (ii) and (iii) above and the
transferees of such Stockholder Shares shall agree in writing to be bound by the
provisions  of  this  Agreement.
(d)     Termination  of  Restrictions.  The  restrictions  set  forth in Section
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3.2(b)  shall  terminate  upon  the consummation of a Qualified Public Offering.
SECTION  3.3     Legends.  Each  certificate  evidencing outstanding Stockholder
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Shares  held  by  the  Stockholders  shall  bear  a  legend in substantially the
following  form:
THE  SHARES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.  THESE
SHARES  MAY  NOT  BE  SOLD  OR  OFFERED  FOR  SALE  UNLESS THERE IS AN EFFECTIVE
REGISTRATION  STATEMENT  IN EFFECT UNDER SAID ACT AND ANY APPLICABLE STATE LAWS,
OR  UNLESS  AN  EXEMPTION  FROM  REGISTRATION  IS  AVAILABLE.

THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  ARE  SUBJECT TO RESTRICTIONS ON
TRANSFER  AS  SET  FORTH IN THE STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 18,
2000,  COPIES  OF  WHICH  WILL  BE  FURNISHED  BY DIAMOND AVIATION, INC. AND ANY
SUCCESSOR  THERETO  UPON  REQUEST  AND  WITHOUT  CHARGE.

SECTION  3.4     Future  Stockholders.  Without limiting the other provisions of
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this  Article III, in no event may any Person who is not, at such time, a holder
of  Capital  Stock  become  a  holder  of  Capital  Stock after the date of this
Agreement  (other  than  in  connection  with  or  after  the  Company's initial
Qualified  Public  Offering) unless either: (i) such Person also becomes a party
to this Agreement at the same time (at which time such Person shall be deemed to
     be  a  Stockholder under this Agreement), or (ii) the Board of Directors of
the  Company  approves  the  issuance  of  Capital  Stock to the new stockholder
without  requiring  the  new  stockholder  to  become bound by the terms of this
Agreement.
SECTION  3.5     Transfers in Compliance With Securities Laws.  Each Stockholder
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acknowledges  that  his,  her or its Stockholder Shares have not been registered
under  the  Securities  Act  and  may  not  be  Transferred  except  while  such
registration  is  in  effect or pursuant to an exemption from registration under
the Securities Act.  No Stockholder will Transfer any such Stockholder Shares at
     any  time  if  such  Transfer  would  violate  applicable federal and state
securities  laws  and, upon the written request of the Board of Directors of the
Company,  such  Stockholder  will  deliver a legal opinion of counsel reasonably
acceptable to the Company to the effect that such Transfer is in compliance with
applicable  federal  and  state  securities  laws.
ARTICLE  IV.

NONCOMPETITION  AGREEMENTS
SECTION  4.1     Definitions.  For  purposes  of  this  Agreement, the following
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terms  and  provisions  shall  have  the  following  meanings:
(a)     "Prohibited  Geographic  Area" shall mean the continental United States.
(b)     "Prohibited  Time Period" shall mean the period beginning on the date of
execution  hereof and ending on the date that the Stockholder no longer owns any
Capital  Stock  in  the  Company.
(c)     "Prohibited  Business" shall mean the provision of air cargo services on
a  basis reasonably similar to that being provided by the Company, or such other
related  business  as  the Board of Directors shall from time to time approve as
contemplated  by  Section  2.1  of  this  Agreement.
SECTION  4.2     Noncompetition  Agreement.  Each Stockholder agrees that during
                 -------------------------
the  Prohibited  Time  Period,  he  shall not, for any reason, without the prior
written consent of the Company, on his own behalf or in the service or on behalf
     of  others,  participate,  whether  as  an  owner,  stockholder,  partner,
employee,  consultant,  agent,  independent  contractor  or  otherwise,  in  the
Prohibited  Business  in  the  Prohibited  Geographic  Area.
SECTION  4.3     Reasonable  Restrictions.  The  parties  hereto acknowledge and
                 ------------------------
agree  that  (i) the covenants contained in Section 4.2 are reasonably necessary
to protect the interest of the Company; (ii) the restrictions imposed by Section
     4.2 are not greater than are necessary for the protection of the Company in
light  of the substantial harm that the Company will suffer should a Stockholder
breach  any such covenant; (iii) the period of restriction and geographical area
of restriction contained in Section 4.2 are fair and reasonable in that they are
reasonably required for the protection of the Company; (iv) the nature, kind and
character  of  the  activities  the  Stockholders are prohibited to engage in as
described in Section 4.2 are reasonable and necessary to protect the Company and
shall  not  be  interpreted  or  construed  as  prohibiting  a  Stockholder from
rendering  any  other services or performing any other activities not referenced
therein;  and  (v) the covenants and agreements of the Stockholders contained in
Section  4.2  are  material  inducements  to  the  Company  to sell stock to the
Stockholders,  and,  but for such covenants made by each Stockholder herein, the
Company  would  not  have  agreed  to  sell  stock  to  such  Stockholder.
SECTION 4.4     Remedies Available.  The Stockholders acknowledge and agree that
                ------------------
the covenants and agreements contained in Section 4.2 of this Agreement are made
by  them  in  consequence of and as a specific inducement to the Company to sell
stock  to  such  Stockholder  and  to  protect  and preserve the benefit of this
Agreement to the Company; that each of the covenants contained in Section 4.2 is
reasonable  and  necessary  to protect and preserve the benefits received by the
Company  under this Agreement; that irreparable loss and damage will be suffered
by the Company should a Stockholder breach any of such covenants and agreements;
that  each  of such covenants and agreements is separate, distinct and severable
from  the  other  and  remaining  provisions  of  this  Agreement;  that  the
unenforceability of any such covenant or agreement shall not affect the validity
or  enforceability  of  any  other  such  covenant  or  agreements  or any other
provision  or  provisions  of  this  Agreement;  and  that, in addition to other
remedies  available  to  it, the Company shall be entitled to both temporary and
permanent  injunctions  to  prevent  a  breach  or  contemplated  breach  by  a
Stockholder  of  any  of such covenants or agreements.  In the event the Company
should  seek  an  injunction  hereunder,  each  Stockholder  hereby  waives  any
requirement  that  the  Company  post  a  bond  or  any  other  security.
SECTION  4.5     Severability.  If  the provisions of Section 4.2 should ever be
                 ------------
adjudicated  to  exceed  the  time, geographic or other limitations permitted by
applicable  law  in  any  jurisdiction,  then  such  provisions  shall be deemed
reformed  in  such  jurisdiction  to  the  maximum  time,  geographic  or  other
limitation  permitted  by  applicable  law.
SECTION  4.6     No  Defenses.  The  covenants and agreements on the part of the
                 ------------
Stockholders  contained  in  Section  4.2  shall  be  construed  as  agreements
independent  of  any  other agreement between the Company and such Stockholders.
The  existence  of  any  claim  or  cause of action of a Stockholder against the
Company, whether predicated on this Agreement or otherwise, shall not constitute
a  defense  to  the  enforcement  by  the  Company of each of such covenants and
agreements.
SECTION  4.7     Exceptions.  Nothing  contained  in  this  Article  IV  shall
                 ----------
restrict:  (i)  IASG  from  selling or leasing aircraft or aircraft parts to any
other  cargo  airline  so  long  as  IASG does not operate such cargo airline or
otherwise  participate  in  the management of such cargo airline; (ii) Robert L.
Priddy  from  continuing his involvement and ownership in AirTran Holdings, Inc.
or  any  subsidiary  thereof  or  successor  thereto; (iii) any Stockholder from
owning less than 5% of the securities of any company that is publicly traded and
could be deemed to be a competitor of the Company; and (iv) any Stockholder from
holding  any  amount  of  securities  of  IASG.
SECTION  4.8     Survival.  The  provisions of this Article IV shall survive the
                 --------
termination  of  this  Agreement  for  any  reason  whatsoever.
ARTICLE  V.

MISCELLANEOUS
SECTION  5.1     Transfers in Violation of Agreement.  Any Transfer or attempted
                 -----------------------------------
Transfer  of  any  Stockholder  Shares  in  violation  of  any provision of this
Agreement  shall  be void, and the Company shall not record such Transfer on its
books  or treat any purported transferee of such Stockholder Shares as the owner
of  such  shares  for  any  purpose.
SECTION  5.2     Amendment  and Waiver.  Except as otherwise provided herein, no
                 ---------------------
modification,  amendment  or  waiver of any provision of this Agreement shall be
effective against any party hereto unless such modification, amendment or waiver
     is approved in writing by the Company and Stockholders holding at least 75%
of  the  outstanding  Common  Stock.
SECTION  5.3     Severability.  Whenever  possible,  each  provision  of  this
                 ------------
Agreement shall be interpreted in such manner as to be effective and valid under
applicable  law,  but  if any provision of this Agreement is held to be invalid,
illegal  or unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such  invalidity, illegality or unenforceability shall not affect
any  other  provision  or the effectiveness or validity of such provision in any
other jurisdiction, and this Agreement shall be reformed, construed and enforced
in  such jurisdiction as if such invalid, illegal or unenforceable provision had
never  been  contained  herein.
SECTION  5.4     Entire  Agreement.  This  Agreement  embodies  the  complete
                 -----------------
agreement and understanding among the parties hereto with respect to the subject
matter  hereof  and supersedes and preempts any prior understandings, agreements
or  representations  by  or  among  the parties, written or oral, which may have
related  to  the  subject  matter  hereof  in  any  way.
SECTION  5.5     Successors and Assigns.  The provisions of this Agreement shall
                 ----------------------
be  binding  upon  and  inure  to  the  benefit  of the parties hereto and their
respective  successors  and  assigns  (including  without  limitation  permitted
transferees  under Article III), and to the extent applicable, heirs, executors,
administrators  and  legal  representatives  and  any  subsequent  holders  of
Stockholder Shares and the respective successors and assigns of each of them, so
long  as  they  hold  Stockholder  Shares.
SECTION  5.6     Counterparts.  This  Agreement  may  be  executed  in  separate
                 ------------
counterparts  each of which shall be an original and all of which taken together
shall  constitute  one  and  the  same  agreement.
SECTION  5.7     Remedies.  The  parties hereto agree and acknowledge that owing
                 --------
to  the  special, unique and extraordinary nature of the matters covered by this
Agreement,  money  damages  may  not be an adequate remedy for any breach of the
provisions  of  this Agreement because of the substantial and irreparable injury
which  could  be  suffered in such event, and that the parties hereto shall have
the right to temporary and/or permanent injunctive relief, in addition to all of
their rights and remedies at law or in equity, to enforce the provisions of this
Agreement  without necessity of proving actual damages or of posting bond.  Each
party to this Agreement hereby waives the defenses, claims or arguments that the
matters  covered  by  this  Agreement are not special, unique and extraordinary,
that  he  or  it  must  prove  actual damages, and that he or it has an adequate
remedy at law.  Nothing contained in this Agreement shall be construed to confer
upon any Person who is not a signatory hereto any rights or benefits, as a third
party  beneficiary  or  otherwise.
SECTION  5.8     Notices.  All  notices,  demands  or other communications to be
                 -------
given  or delivered under or by reason of the provisions of this Agreement shall
be  in  writing and shall be deemed to have been given when personally delivered
or  received  by certified mail, return receipt requested, confirmed telecopy or
sent  by  guaranteed overnight courier service.  Such notices, demands and other
communications  will  be sent to the parties as indicated below, or to any party
at  such address or to the attention of such other person as the recipient party
has  specified  by  prior  written  notice  to  the  sending  party.
SECTION  5.9     Governing  Law.  All  issues concerning this Agreement shall be
                 --------------
governed  by  and construed in accordance with the laws of the State of Georgia,
without  giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Georgia or any other jurisdiction) that would cause the
application  of  the  law  of  any jurisdiction other than the State of Georgia.
SECTION  5.10     Descriptive  Headings.  The  descriptive  headings  of  this
                  ---------------------
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
     IN  WITNESS  WHEREOF,  the  parties,  by  their  respective  officers  duly
authorized,  have  caused this Agreement to be duly executed and delivered as of
the  date  hereof.

DIAMOND  AVIATION,  INC.


By:
     Name:
     Title:


INTERNATIONAL  AIRLINE  SUPPORT
   GROUP,  INC.


By:
      Name:
      Title:

PRIDDY  HOLDERS:
---------------
RMC  CAPITAL,  LLC


By:
      Name
      Title:



MANAGEMENT  HOLDERS:
-------------------
GEORGE  MURNANE,  III
ALEXIUS  A.  DYER,  Ill
E.  JAMES  MUELLER
BARCLAY  G.  JONES,  III