Exhibit 10.20
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                          SECURITIES PURCHASE AGREEMENT

     SECURITIES  PURCHASE  AGREEMENT,  dated  as  of  September  18,  2000 (this
"Agreement"),  among  Diamond  Aviation,  Inc.,  a  Georgia  corporation  (the
"Company"),  International  Airline  Support Group, Inc., a Delaware corporation
("IASG"),  and  the  Purchasers  listed  on  Schedule  I  (the  "Purchasers").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS, IASG currently owns all of the outstanding shares of capital stock
of  the
Company;  and

     WHEREAS,  the Company desires to issue to each Purchaser and each Purchaser
desires  to  purchase  (such issuance and purchase being hereinafter referred to
collectively  as the "Transaction") from the Company the Shares (as such term is
defined  below)  in  such  amounts as set forth next to such Purchaser's name on
Schedule  I;  and

     WHEREAS,  certain  terms  used in this Agreement are defined in Section 8.1
hereof;

     NOW,  THEREFORE,  in consideration of the promises and mutual covenants and
agreements  hereinafter  contained,  the parties hereto hereby agree as follows:
1.     SALE  AND  PURCHASE  OF  SHARES.

1.1     Sale  and  Purchase  of  Shares.  Subject to the terms and conditions of
        -------------------------------
this  Agreement,  on  the  Closing  Date (as defined in Section 3.1 hereof), the
Company  shall sell, assign, transfer, convey and deliver to each Purchaser, and
each  Purchaser  shall  purchase from the Company the number of shares of Common
Stock,  without  par value (the "Common Stock"), listed next to such Purchaser's
name  on Schedule I (referred to herein as the "Shares"), for the Purchase Price
(as  defined in Section 2.1 below) and upon the terms and conditions hereinafter
set  forth.
2.     PURCHASE  PRICE.

2.1     Amount  of  Purchase  Price.  The purchase price for the Shares shall be
        ---------------------------
$1.00  per share (the "Purchase Price").  The Purchase Price shall be payable as
provided  in  Section  2.2  hereof.

2.2     Payment of the Purchase Price.  At the Closing, the Purchasers shall pay
        -----------------------------
     the Purchase Price for the Shares by wire transfer of immediately available
funds or by such other method as may be reasonably acceptable to the Company and
the  Purchasers  to such account of the Company as shall have been designated in
advance  to  the  Purchasers  by  the  Company.
3.     CLOSING;  TERMINATION  OF  AGREEMENT.

3.1     Closing  Date.  The  closing  of  the  sale  and  purchase of the Shares
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provided  for  in  Section 1.1 (the "Closing") shall take place at 10:00 a.m. at
the  offices  of  Ellis,  Funk,  Goldberg,  Labovitz  & Dokson, P.C. in Atlanta,
Georgia (or at such other place as the parties hereto may mutually agree) on the
     date  hereof,  or  on  such  other  date as the parties hereto may mutually
agree.  The  date  on which the Closing is held is referred to in this Agreement
as the "Closing Date." At the Closing, the parties shall execute and deliver the
documents  referred  to  in  Section  7  hereof.

4.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.  The Company and IASG
jointly  and  severally  represent  and  warrant  to  each  Purchaser  that:

4.1     Organization;  Good  Standing;  Capitalization.
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(a)     The  Company  is  validly existing and in good standing as a corporation
under  the  laws  of  the  State  of  Georgia  and  has full corporate power and
authority  to  own,  lease and operate its properties and assets and to carry on
its  business  as  now  conducted  and  as  it is proposed to be conducted.  The
Company  is duly qualified or authorized to do business as a foreign corporation
and is in good standing under the laws of each jurisdiction in which the conduct
     of  its business or the ownership of its properties or assets requires such
qualification or authorization, except for those jurisdictions where the failure
to  be  so qualified would not, individually or in the aggregate, have or result
in a Material adverse effect on the business, properties, results of operations,
prospects  or  conditions  (financial  or otherwise) of the Company (a "Material
Adverse  Change").

(b)     The  authorized  capital  stock  of  the  Company consists of 10,000,000
shares  of Common Stock.  All of the outstanding capital stock of the Company is
owned by IASG.  There is no existing option, warrant, call, right, commitment or
     other agreement of any character to which the Company is a party requiring,
and  there are no securities of the Company outstanding which upon conversion or
exchange  would require, the issuance, sale or transfer of any additional shares
of  capital  stock or other equity securities of the Company or other securities
convertible  into,  exchangeable for or evidencing the right to subscribe for or
purchase shares of capital stock or other equity securities of the Company.  The
Company  is  not  a  party  to,  nor  aware of, any voting trust or other voting
agreement  with  respect  to  any  of  the  securities  of the Company or to any
agreement  relating  to  the  issuance,  sale,  redemption,  transfer  or  other
disposition  of  the  capital  stock  of  the  Company.

(c)     All  outstanding  shares  of  Common Stock in the Company have been duly
authorized, are validly issued and outstanding, are fully paid and nonassessable
     and  have been issued in compliance with all applicable securities and Blue
Sky  laws  and  consistent  with  any  preemptive  rights  of  any  Person.

(d)     Immediately  after  the  Closing,  the Purchasers will own 66.32% of all
outstanding  voting  and  common  stock of the Company (assuming exercise of all
options,  warrants  or other rights to acquire common stock that are outstanding
or  reserved  for  future  issuance).

4.2     Authorization  of  Agreement; Enforceability.  The Company and IASG have
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all requisite power and authority to execute and deliver this Agreement and each
     other  agreement,  document, instrument or certificate contemplated by this
Agreement  or  to  be  executed  by  the  Company or IASG in connection with the
consummation  of  the  transactions  contemplated  by  this  Agreement  (the
"Transaction  Documents"),  and  to  perform  fully their respective obligations
hereunder  and  thereunder.  The  execution,  delivery  and  performance  by the
Company  and IASG of this Agreement and the Transaction Documents have been duly
authorized  by  all  necessary action on the part of the Company and IASG.  This
Agreement  and  each  of  the  Transaction  Documents have been duly and validly
executed  and  delivered  by  the  Company  and  IASG  and  (assuming  the  due
authorization,  execution and delivery thereof by each Purchaser) this Agreement
and  each  of  the Transaction Documents constitute the legal, valid and binding
obligations  of the Company and IASG enforceable against the Company and IASG in
accordance  with  their  respective  terms,  subject  to  applicable bankruptcy,
insolvency,  reorganization,  moratorium  and  similar laws affecting creditors'
fights  and  remedies  generally  and  subject, as to enforceability, to general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding  at  law  or  in  equity).

4.3     Subsidiaries;  Affiliated Entities.  The Company has no Subsidiaries and
        ----------------------------------
does  not  rely on any affiliated entity, other than IASG, in the conduct of the
Company's  business.

4.4     Consents of Third Parties.  Except as set forth in Schedule 4.4, none of
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     the execution and delivery by the Company or IASG of this Agreement and the
Transaction  Documents, the consummation of the transactions contemplated hereby
or  thereby,  or  compliance  by the Company and IASG with any of the provisions
hereof  or  thereof  will  (a)  conflict  with,  or result in the breach of, any
provision  of  the  articles of incorporation or by-laws of the Company or IASG,
(b)  except  as set forth on Schedule 4.4, conflict with, violate, result in the
breach  or  termination of, or constitute a default or give rise to any fight of
termination  or  acceleration  or right to increase the obligations or otherwise
modify  the  terms  thereof  under  any  Contract,  Permit or Order to which the
Company  or  IASG  is  a  party  or  by  which the Company or IASG or any of its
properties  or assets is bound; (c) constitute a violation of any Law applicable
to  the  Company  or  IASG,  or  (d) result in the creation of any Lien upon the
properties  or assets of the Company or IASG, other than, in the case of clauses
(b),  (c)  and  (d),  any  such  conflict,  violation,  breach,  termination,
acceleration  or  other event which, individually or in the aggregate, could not
reasonably  be  expected  to  cause a Material Adverse Change.  Other than those
which  have  been  obtained  or  made  and  other  than  filings pursuant to the
Securities  Act  of  1933, as amended, and applicable state blue sky laws, which
filings  will  be  made  following  the  closing  within  the  prescribed period
therefor,  no  consent,  waiver, approval, Order, Permit or authorization of, or
declaration  or filing with, or notification to, any Person or Governmental Body
is  required on the part of the Company or IASG in connection with the execution
and  delivery  of this Agreement or the Transaction Documents, or the compliance
by  the  Company  or  IASG  with  any  of  the  provisions  hereof  or  thereof.

4.5     Authorization of Shares.  The issuance, sale, and delivery of the Shares
        ------------------------
     have been duly authorized by all requisite action of the Company, and, when
issued,  sold,  and delivered in accordance with this Agreement, the Shares will
be  validly  issued  and  outstanding,  fully  paid, and non-assessable, with no
personal liability attaching to the ownership thereof, and, except as may be set
forth  in  the  Stockholders  Agreement,  not subject to preemptive or any other
similar  rights  of  the  shareholders  of  the  Company  or  others.

4.6     Financial  Statements.
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(a)      The  Company  has  provided to the Purchasers prior to the Closing Date
copies  of (i) the 1999 and 1998 federal S corporation income tax returns of the
Company,  and  (ii)  the unaudited balance sheet of the Company as of August 31,
2000,  and  the  related  unaudited  statements of income and cash flows for the
period  then  ended  which  have  been prepared by the Company (such statements,
including the related notes and schedules thereto, are referred to herein as the
     "Financial  Statements").  The  Financial  Statements were prepared in good
faith  by  the  Company, are complete and correct in all material respects, have
been  prepared  in  conformity  with  generally  accepted  accounting principles
consistently  applied  by the Company and present fairly the financial position,
results  of operations and cash flows of the Company as of the dates and for the
periods  indicated,  except  for the absence of footnotes and customary year-end
adjustments.

(b)     Since  April  26,  2000 (the "Acquisition Date") and to the Company's or
IASG's  Knowledge,  before the Acquisition Date, the Company has not (i) created
or  maintained  any  bank accounts, funds or pools of funds not reflected on the
corporate  books  of  account,  or  as  to  which the receipts and disbursements
therefrom have not been reflected on such books; (ii) disguised or intentionally
     misrecorded the actual nature of receipts or disbursements on the corporate
books  of account; (iii) paid any fees to consultants or commercial agents which
exceeded  the  reasonable value of the services purported to have been rendered;
or  (iv) made any payments or reimbursements to personnel of the Company for the
purposes  of enabling them to expend time or to make payments of the kind or for
the  purposes  referred  to  in  (i)  -  (iii)  above.

4.7     No  Undisclosed  Liabilities.  Except  as  set  forth  on  Schedule 4.7:
        ----------------------------                               ------------

(a)     the Company has no liabilities (whether accrued, absolute, contingent or
     otherwise,  and  whether  due  or to become due or asserted or unasserted),
except  (a)  obligations  under  Contracts  described  in Schedule 4.13 or under
                                                          -------------
Contracts  that  are  not required to be disclosed thereon as a result of dollar
thresholds  therein;  (b)  liabilities provided for in the Financial Statements;
(c)  liabilities  (other  than  accounts payable) incurred since the Acquisition
Date  and  to the Company's or IASG's Knowledge, since December 31, 1999, in the
ordinary  course  of business, the sum of which is, in the aggregate, no greater
than $20,000; and (d) accounts payable in excess of those shown on the Financial
Statements, incurred in the ordinary course of business, the sum of which is, in
the  aggregate,  not  greater  than $20,000.  Unless specifically disclosed as a
breach  on  Schedule 4.7, disclosure of a Contract on Schedule 4.13 shall not be
            ------------                              -------------
indicative  of a breach of any provision of such Contract.  Schedule 4.7 details
                                                            ------------
all  of  the  Company's  accounts  payable as of the date of this Agreement; and

(b)     the  Company  does not have any indebtedness or owe any other amounts to
IASG  or  any  affiliate  of  IASG.

4.8     Absence  of  Certain  Developments.  Except as set forth in Schedule 4.8
        ----------------------------------                          ------------
and  since  the Acquisition Date and to the Company's or IASG's Knowledge, since
December  31,  1999:

(i)     there  has  not  been  any  Material  Adverse  Change  nor has any event
occurred  which  could  reasonably be expected to result in any Material Adverse
Change;  or

(ii)     there  has  not  been  any  damage, destruction or loss, whether or not
covered  by  insurance,  with  respect to the property and assets of the Company
having  a  replacement  cost of more than $10,000 for any single loss or $20,000
for  all  such  losses;

(iii)     there  has  not  been  any declaration, setting a record date, setting
aside  or  authorizing  the  payment  of,  any dividend or other distribution in
respect  of  any  shares  of  capital  stock  of  the Company or any repurchase,
redemption or other acquisition by the Company, of any of the outstanding shares
     of  capital  stock  or other securities of, or other ownership interest in,
the  Company;

(iv)     there  has  not  been any transfer, issue, sale or other disposition by
the Company of any shares of capital stock or other securities of the Company or
     any  grant  of  options,  warrants,  calls  or  other rights to purchase or
otherwise  acquire  shares  of  such  capital  stock  or  such other securities;

(v)     except  with  respect  to  the  hiring  of new Employees in the ordinary
course  of  business  whose  annual compensation in the aggregate is not greater
than  $100,000 (exclusive of  benefits), the Company has not awarded or paid any
bonuses  to  Employees  of  the  Company  nor  has  the Company entered into any
employment,  deferred compensation, severance or similar agreements (nor amended
any  such agreement) or agreed to increase the compensation payable or to become
payable  by it to any of the Company's directors, officers, Employees, agents or
Representatives  or  agreed to increase the coverage or benefits available under
any  severance  pay,  termination  pay,  vacation  pay,  company  awards, salary
continuation  for  disability, sick leave, deferred compensation, bonus or other
incentive  compensation,  insurance,  pension  or  other  employee benefit plan,
payment or arrangement made to, for or with such directors, officers, Employees,
     agents  or  Representatives,  other than in the ordinary course of business
consistent  with  past  practice  which increases in the aggregate do not exceed
$20,000  in annual cost to the Company, and other than as may have been required
by  law  or  insurers;

(vi)     the  Company  has not made any loans, advances or capital contributions
to,  or investments in, any Person or paid any fees or expenses to any Affiliate
of  the Company, other than for reimbursement of expenses in the ordinary course
of  business  consistent  with  past  practices;

(vii)     the Company has not mortgaged, pledged or subjected to any Lien any of
     its  assets,  or  acquired  any  assets  or  sold,  assigned,  transferred,
conveyed, leased or otherwise disposed of any assets, except for assets acquired
or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the
ordinary  course  of  business  consistent  with  past  practice;

(viii)     the  Company  has  not  discharged or satisfied any Lien, or paid any
obligation  or liability (fixed or contingent), except in the ordinary course of
business consistent with past practice and which, in the aggregate, would not be
     material  to  the  Company;

(ix)     the  Company  has  not  canceled  or  compromised  any debt or claim or
amended,  canceled, terminated, relinquished, waived or released any Contract or
right  except  in  the ordinary course of business consistent with past practice
and  which,  in  the  aggregate,  would not result in a Material Adverse Change;

(x)     the  Company  has  not  transferred  or  granted  any  rights  under any
contracts,  leases,  licenses,  agreements or Intangible Property (as defined in
Section  4.12 hereof) used by the Company in its business which reasonably could
be  expected  to  result  in  a  Material  Adverse  Change;  and

(xi)     the  Company  has  not  made any binding commitment to make any capital
expenditures  or  capital  additions  or betterments in excess of $20,000 in the
aggregate.

4.9     Taxes.
        -----

(a)     The  amount, if any, shown on the Financial Statements of the Company at
and for the period ended June 30, 2000, as provision for Taxes is sufficient for
     payment of all accrued and unpaid federal, state, county, local and foreign
Taxes  for  the  period  then  ended  and  all  prior  periods.

(b)     The  Company  has  filed  or obtained extensions to file all Tax Returns
(federal, state, county, local and foreign) required to be filed by it since the
     Acquisition  Date  and  to  the  Company's and IASG's Knowledge, before the
Acquisition Date and all such filed returns are true and correct in all material
respects.  All  Taxes  shown  to  be  due  and  payable  on  such  returns,  any
assessments  imposed,  and  to  the  Company's Knowledge all other Taxes due and
payable  by  the Company on or before the Closing have been paid or will be paid
prior  to  the  time they become delinquent, other than those being contested in
good  faith  and  listed  on  Schedule  4.9(b).
                              ----------------

(c)     The  Federal  Income Tax Returns of the Company have not been audited by
the  Internal  Revenue  Service, and no controversy with respect to Taxes of any
type  is  pending  or,  to  the  best  of  the  Company's knowledge, threatened.

(d)     Neither  the  Company  nor  any  of its stockholders has filed since the
Acquisition  Date  and  to  the  Company's  and  IASG's  Knowledge,  before  the
Acquisition  Date  a  consent pursuant to Section 341(f) of the Code relating to
collapsible  corporations.

(e)     Since  the  Acquisition  Date and to the Company's and IASG's Knowledge,
before  the  Acquisition  Date,  the  Company  has  not  waived  any  statute of
limitation  in  respect of Taxes or agreed to any extension of time with respect
to  a  Tax  assessment  or  deficiency.

(f)     The  Company  is  not  a  party  to any Income Tax allocation or sharing
agreement.

(g)     The  Company  is  not and has never been a member of an Affiliated Group
filing  a  consolidated  Federal  Income Tax Return; provided, however, that the
                                                     --------  -------
Company  has,  since  the  Acquisition Date been a member of an Affiliated Group
that  includes  IASG.

(h)     The  Company  is not a "United States real property holding corporation"
within the meaning of Section 847(c)(2) of the Internal Revenue Code of 1986, as
     amended.

4.10     Real  Property.
         --------------

(a)     The  Company  does  not  own  any  real  property.

(b)     Schedule  4.10(b)  sets  forth  a complete list of all real property and
        ----------------
interests  in real property leased by the Company (each a "Real Property Lease,"
and  collectively,  the  "Real  Property  Leases")  as lessee or lessor.  To the
Company's  Knowledge, the Company has good and marketable title to the leasehold
estates  in  all  Real Property Leases in each case free and clear of all Liens,
except  for  the  Liens  described on Schedule 4.10(b) and Liens incurred in the
ordinary  course  of  business  which would not impair the Company's use of such
property  in  any  material way.  The Company has no reason to believe that such
title  would  not  be  insurable  subject  to  customary  exceptions.

(c)     Each  of the Real Property Leases is valid and enforceable in accordance
with  its  terms,  subject to applicable bankruptcy, insolvency, reorganization,
moratorium  and  similar laws affecting creditors' fights and remedies generally
and  subject,  as to enforceability, to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity), and there
     is  no material default under any Real Property Lease by the Company or, to
the  best Knowledge of the Company, by any other party thereto, and no event has
occurred  that  with  the  lapse  of  time or the giving of notice or both would
constitute  a  material default by the Company thereunder.  The Company has made
available  to  the  Purchasers  tree,  correct  and  complete copies of the Real
Property  Leases,  together  with  all amendments, modifications, supplements or
side  letters  affecting  the  obligations  of  any  party  thereunder.

(d)     No previous or current party to any Real Property Lease has given notice
     of  or  made  a claim with respect to any breach or default thereunder.  No
Real  Property  Leases have been assigned or subleased to the Company by a third
party.
4.11     Tangible  Personal  Property.
         ----------------------------

(a)     The  Company  owns  or  leases  the  aircraft (the "Aircraft") listed on
Schedule  4.11(a),  which  Schedule  indicates whether the aircraft are owned or
     ------------
leased  and  also  whether the aircraft are subject to any encumbrances or other
restrictions.  All  of  the  Aircraft  are listed on the Company's FAA operating
certificate  and  the Company has the right to use the Aircraft in the Business.

(b)     Schedule  4.11(b)  sets forth all leases of personal property ("Personal
        -----------------
Property  Leases")  involving  annual  payments in excess of $25,000 relating to
personal property used in the business of the Company or to which the Company is
     a  party  or  by  which  the Company or any of its respective properties or
assets is bound.  The Company has made available to the Purchasers tree, correct
and  complete  copies  of  the  Personal  Property  Leases,  together  with  all
amendments, modifications, supplements or side letters affecting the obligations
of  any  party  thereunder.
(c)          (i)     Each  of  the Personal Property Leases is in full force and
effect  and  is  valid,  binding  and  enforceable in accordance with its terms,
subject  to  applicable  bankruptcy,  insolvency, reorganization, moratorium and
similar  laws affecting creditors' rights and remedies generally and subject, as
to  enforceability,  to  general  principles  of  equity  (regardless of whether
enforcement  is  sought  in  a  proceeding at law or in equity), and there is no
material  default  under  any  Personal Property Lease by the Company or, to the
best  Knowledge  of  the  Company,  by any other party thereto, and no event has
occurred  that  with  the  lapse  of  time or the giving of notice or both would
constitute  a  material  default  by  the  Company  thereunder;  and
(ii)     No  previous  or current party to any such Personal Property Lease has,
since the Acquisition Date and to the Company's and IASG's Knowledge, before the
     Acquisition  Date,  given  notice  of  or  made a claim with respect to any
breach  or  default  thereunder.
(d)     With  respect  to  those  Personal Property Leases that were assigned or
subleased  to  the  Company  by  a  third  party, all necessary consents to such
assignments  or  subleases  have  been  obtained.
(e)     Except  as  set forth on Schedules 4.10(b), 4.11(a) 4.11(b) and 4.11(e),
                                 ----------------------------------------------
the Company has good, legal and marketable title to all of the material items of
     tangible personal property used by it, free and clear of any and all Liens,
except  for  Liens  incurred  in the ordinary course of business which would not
impair  the  Company's use of such property in any material way.  All such items
of  tangible  personal  property  which,  individually  or in the aggregate, are
material  to  the  operation  of  the  Business  are reasonably suitable for the
purposes  used  for  the  operation  of  the  Business.

4.12     Intangible  Property.
         --------------------

(a)     "Proprietary  Rights" shall mean any and all of the following which have
been  or  are  used and/or owned by, and/or issued or licensed to the Company in
connection  with  the  Business,  along  with all income, royalties, damages and
payments  due  or  payable  at  the  Closing  or  thereafter, including, without
limitation,  damages  and  payments for past, present or future infringements or
misappropriations  thereof,  the right to sue and recover for past infringements
or  misappropriations  thereof and any and all corresponding rights that, now or
hereafter,  may  be  secured throughout the world: patents, patent applications,
patent  disclosures and inventions (whether or not patentable and whether or not
reduced  to  practice)  and  any  reissue,  continuation,  continuation-in-part,
division,  revision,  extension  or  reexamination  thereof,  utility  model
registrations  and  applications;  design  registrations  and  applications;
trademarks,  service  marks, trade dress, logos, trade names and corporate names
together  with  all  goodwill  associated  therewith,  copyrights  registered or
unregistered  and  copyrightable  works;  mask  works;  and  all  registrations,
applications,  and  renewals  for  any  of  the  foregoing;  trade  secrets  and
confidential  information  (including  without  limitation,  ideas,  formulae,
compositions,  know-how,  manufacturing and production processes and techniques,
research  and  developmental  information,  drawings,  specifications,  designs,
plans,  proposals,  technical data, financial, business and marketing plans, and
customer  and  supplier  lists  and  related information); computer software and
software  systems  (including, without limitation, data, databases, object code,
source  code,  microcode  and  firmware  and  related  documentation);  other
proprietary  and  intellectual  property  rights;  licenses  or other agreements
including  but  not limited to those assigning, waiving or relating to rights of
publicity,  moral rights or neighboring rights to or from third parties; and all
copies  and  tangible embodiments of the foregoing (in whatever form or medium),
in  each case including, without limitation, the items set forth on the Schedule
                                                                        --------
4.12(b)  attached  hereto.
-------
(b)     Schedule  4.12(b)  sets  forth  a  complete  and correct list of (i) all
        -----------------
patents,  trademark  and  servicemark registrations, copyright registrations and
other  registered  Proprietary  Rights  as  well  as  all  pending  applications
therefor;  (ii)  all  Material  corporate  names,  trade  names and unregistered
trademarks  used  by the Company (to the extent not reflected on other schedules
attached hereto) as its own marks; (iii) all material unregistered copyrightable
     works authorized by the Company, mask works, and material computer software
owned  or  licensed  by  the  Company  (other  than commercial software products
generally  available  to  consumers);  and (iv) all material licenses or similar
agreements  to  which the Company is or just prior to Closing was a party either
as licensee or licensor for the Proprietary Rights, in each case identifying the
subject  Proprietary  Rights.
(c)     Except  as  set  forth  on  Schedule  4.12(c),  (i) the Company owns and
                                    -----------------
possesses all right, title and interest, free and clear of all Liens, in and to,
     and,  to  the  best  Knowledge  of the Company, has a valid and enforceable
right  to,  each of the Proprietary Rights as described on Schedule 4.12(b), and
                                                           ----------------
no  claim  by  any  third  party contesting the validity, enforceability, use or
ownership  of  any  of  the  Proprietary  Rights  has  been  made,  is currently
outstanding  or, to the best Knowledge of the Company, is threatened, except for
those  which could not reasonably be expected, individually or in the aggregate,
to  cause  a  Material  Adverse Change; (ii) the Proprietary Rights comprise all
material  intellectual  property  rights  which  are currently being used by the
Company  or  which  are necessary for the operation of the Business as currently
conducted  by  the Company; (iii) no loss or expiration of any Proprietary Right
or  related  group  of  Proprietary  Rights  is,  to  the  Company's  Knowledge,
threatened,  or  is  pending  or  reasonably foreseeable, except for those which
could  not  reasonably be expected, individually or in the aggregate, to cause a
Material  Adverse  Change; (iv) the Company has not received any notices of, nor
does  the  Company  Know  of  any  facts  which  indicate  a  likelihood  of any
infringement  or  misappropriation  by,  or  conflict with, any third party with
respect  to  any  of  the  Proprietary Rights including, without limitation, any
demand  or  request  by  the  Company  that  such third party license any of the
Proprietary  Rights  from  the Company or to the Company; (v) to the best of the
Company's Knowledge, the Company has not infringed, misappropriated or otherwise
conflicted with any rights, including intellectual property rights, of any third
parties,  and  the Company is not aware of any infringement, misappropriation or
conflict by the Company of any third-party patent, trademark, copyright or other
intellectual  property  right,  or of any such infringement, misappropriation or
conflict  which  shall  occur  as  a  result  of  the continued operation of the
Business  by  the  Company, and there is no demand or request from a third party
that  the Company take a license under any intellectual property right; and (vi)
none  of  the Proprietary Rights owned by or licensed to the Company are, to the
best knowledge of the Company, being infringed, misappropriated or conflicted by
any  third  party.

(d)     All  of  the  Proprietary  Rights  are owned by, or properly assigned or
licensed  to,  the Company or the Company's use thereof is otherwise authorized,
except to the extent the failure to be so owned, assigned, licensed or otherwise
     authorized  could  not  reasonably  be  expected to, individually or in the
aggregate,  cause  a  Material  Adverse  Change.  The  Company  has  not, to its
Knowledge, disclosed, and is not aware of any disclosure by any other Person of,
any  of  its  trade secrets or confidential information to any third party other
than  pursuant  to  a  written  confidentiality agreement or disclosure to IASG.

4.13     Material  Contracts.
         -------------------

(a)     Except  as set forth on Schedule 4.13(a), neither the Company nor any of
                                ----------------
its  respective  properties or assets is a party to or bound by any (i) Contract
not  made  in  the  ordinary  course  of  business, or involving a commitment or
payment  in  excess  of  $20,000  or  otherwise  material  to the Business; (ii)
employment,  consulting,  noncompetition,  severance,  "golden  parachute"  or
indemnification  Contract  involving,  individually  or in the aggregate, annual
payments  of  more than $20,000 (including, without limitation, in each case any
Contract  to  which  the Company is a party involving Employees of the Company);
(iii)  Contract among shareholders or granting a right of first refusal or for a
partnership  or  a  joint  venture  or for the acquisition, sale or lease of any
assets  (except  in  the  ordinary  course  of business) or capital stock of the
Company  or  any  other Person or involving a sharing of profits; (iv) mortgage,
pledge,  conditional  sales contract, security agreement, factoring agreement or
other similar Contract with respect to any real or tangible personal property of
     the  Company;  (v)  loan  agreement,  credit  agreement,  promissory  note,
guarantee,  subordination  agreement, letter of credit or any other similar type
of  Contract;  (vi)  Contract  with  any  Governmental Body; (vii) Contract with
respect  to  the discharge, storage or removal of Hazardous Materials; or (viii)
binding commitment or agreement to enter into any of the foregoing.  The Company
has  delivered  or  otherwise made available to each Purchaser true, correct and
complete  copies  of  the  Contracts listed on Schedule 4.13(a) (except as noted
                                               -------- -------
thereon),  together  with  all  amendments,  modifications,  supplements or side
letters  affecting  the  obligations  of any party thereunder.  Schedule 4.13(a)
                                                                ----------------
specifically  identifies  all Contracts between the Company and any Affiliate of
the  Company,  including  IASG.

(b)          (i)     To the Company's Knowledge, each of the Contracts listed on
     Schedule  4.13(a)  is  valid  and enforceable in accordance with its terms,
     --------  -------
subject  to  applicable  bankruptcy,  insolvency, reorganization, moratorium and
similar  laws affecting creditors' rights and remedies generally and subject, as
to  enforceability,  to  general  principles  of  equity  (regardless of whether
enforcement  is  sought  in  a  proceeding at law or in equity), and there is no
material  default  under  any Contract listed on Schedule 4.13(a) by the Company
                                                 ----------------
or, to the best Knowledge of the Company, by any other party thereto, and to the
Knowledge  of  the Company, no event has occurred that with the lapse of time or
the  giving  of  notice  or both would constitute a material default thereunder.

(ii)     Since  the Acquisition Date, and to the Company's and IASG's Knowledge,
before  the  Acquisition  Date, no previous or current party to any Contract has
given  notice  to  the  Company of or made a claim with respect to any breach or
default thereunder and the Company has no Knowledge of any notice of or claim to
     any  such  breach  or  default.

(c)     With  respect  to  the  Contracts  listed  on Schedule 4.13(a) that were
                                                     -----------------
assigned  to  the  Company  by  a  third  party,  all necessary consents to such
assignment  have  been  obtained.

4.14     Employee  Benefits.
         ------------------

(a)     Except as set forth on Schedule 4.14(a), the Company has not made, since
                               ----------------
     the  Acquisition Date and to the Company's and IASG's Knowledge, before the
Acquisition  Date,  contributions  to  any  pension, defined benefit, or defined
contribution  plans  for  its  Employees  which  are  subject  to  ERISA.

(b)     Set  forth  on  Schedule  4.14(b)  is  a  true and complete list of each
                        -----------------
Company  Benefit  Plan  and  each  Employee  Agreement  providing  for  annual
compensation in excess of $50,000.  Except as set forth on Schedule 4.14(b), the
                                                           ----------------
     Company  does  not  have any plan or commitment, whether legally binding or
not,  to  establish  any  new  Company  Benefit Plan, to enter into any Employee
Agreement  or  to  modify  or  to terminate any Company Benefit Plan or Employee
Agreement  (except  to the extent required by law or to conform any such Company
Benefit Plan or Employee Agreement to the requirements of any applicable law, in
each  case  as  previously  disclosed  to the Purchasers, or as required by this
Agreement),  nor  has any intention to do any of the foregoing been communicated
to  Employees.

(c)     Except  as  set  forth  on  Schedule  4.14(c),  (i) the Company does not
                                    -----------------
maintain  or  contribute  to any Company Benefit Plan which provides, or has any
liability  to  provide,  life  insurance,  medical,  severance or other employee
welfare  benefits  to  any  Employee  upon  his  retirement  or  termination  of
employment, except as may be required by Section 4980B of the Code; and (ii) the
     Company has not, since the Acquisition Date and to the Company's and IASG's
Knowledge,  before  the  Acquisition  Date,  represented, promised or contracted
(whether  in  oral  or  written form) to any Employee (either individually or to
Employees  as  a  group)  that  such  Employee(s)  would  be  provided with life
insurance,  medical,  severance  or  other  employee welfare benefits upon their
retirement  or  termination  of  employment,  except  to  the extent required by
Section  4980B  of  the  Code.

(d)     The  Company (i) is in compliance with all applicable federal, state and
local  laws, rules and regulations (domestic and foreign) respecting employment,
employment  practices,  labor,  terms and conditions of employment and wages and
hours,  in  each ease, with respect to Employees, except where the failure to be
in  such  compliance  could  not  reasonably be expected, individually or in the
aggregate,  to  cause a Material Adverse Change; (ii) has, since the Acquisition
Date  and  to  the  Company's and IASG's Knowledge, before the Acquisition Date,
withheld  all  amounts  required  by law or by agreement to be withheld from the
wages,  salaries  and  other  payments to Employees; (iii) is not liable for any
arrearages  of  wages or any taxes or any penalty for failure to comply with any
of  the  foregoing; and (iv) is not liable for any payment to any trust or other
fund  or  to  any  governmental  or  administrative  authority,  with respect to
unemployment  compensation  benefits,  social  security  or  other  benefits for
Employees.

(e)     No  work  stoppage  or  labor strike against the Company by Employees is
pending  or,  to the best Knowledge of the Company, threatened.  The Company (i)
is not involved in or, to the best Knowledge of the Company, threatened with any
     significant  labor  dispute,  grievance,  or  litigation  relating to labor
matters involving any Employees, including, without limitation, violation of any
federal,  state or local labor, safety or employment laws (domestic or foreign),
charges of significant unfair labor practices or discrimination complaints; (ii)
since the Acquisition Date and to the Company's and IASG's Knowledge, before the
Acquisition  Date,  has  not  engaged  in  any unfair labor practices within the
meaning of the National Labor Relations Act or the Railway Labor Act which would
cause  a  Material  Adverse  Change;  and  (iii)  is  not presently bound by any
collective  bargaining agreement or union contract with respect to Employees and
no  such  agreement  or contract is currently being negotiated by the Company or
any  of  its  Affiliates.  No  Employees  are currently represented by any labor
union  for  purposes  of collective bargaining and, to the best Knowledge of the
Company, no activities the purpose of which is to achieve such representation of
all  or  some  of  such  Employees  are  ongoing  or  threatened.

(f)     Except  as  set  forth  on  Schedule  4.14(f), no benefits shall accrue,
                                    -----------------
become  payable  vest  or  accelerate  as  a result of the Transaction under any
Company  Benefit  Plan or Employee Agreement, including, but not limited to, the
vesting  of  benefits  under  any  "employee benefit plan" within the meaning of
Section 3(3) of ERISA, the acceleration of stock or stock related awards, or the
     payment of any amount under any Employee Agreement or Company Benefit Plan.

4.15     Employees.  To  the  best  Knowledge  of  the Company, no key executive
         ---------
Employee and no group of Employees or independent contractors of the Company has
     any  plans  to  terminate  his, her or its employment or relationship as an
Employee  or  independent  contractor  with  the  Company.

4.16     Litigation.  There  are  no  Legal  Proceedings pending or, to the best
         ----------
Knowledge  of  the  Company,  threatened  that  question  the  validity  of this
Agreement or the Transaction Documents or any action taken or to be taken by the
     Company  in  connection with the consummation of the Transaction.  Schedule
                                                                        --------
4.16  sets  forth  a  true,  correct  and complete list of all Legal Proceedings
 ---
pending  or,  to  the  best  Knowledge  of  the  Company,  threatened against or
 ---
affecting  the  Company  or  any  of its properties or assets (including Company
 ---
Benefit  Plans), at law or in equity, and, to the best Knowledge of the Company,
 ---
there  is  no reasonable basis for any other such Legal Proceeding.  There is no
outstanding  or,  to  the best Knowledge of the Company, threatened Order of any
Governmental  Body  against, affecting or naming the Company or affecting any of
its  properties  or  assets.

4.17     Compliance  with  Laws;  Permits.
         --------------------------------

(a)     The  Company  has  an FAA Part 135 operating certificate as an On-Demand
Air  Carrier  Operator,  authorizing  the Company to conduct the Business.  Said
operating  certificate  is  in  full  force and effect and is not subject to any
restrictions  other  than  as  set  forth  on  Schedule  4.17(a).
                                               --------  -------

(b)     The  Company  is and at all times since the Acquisition Date, and to the
Company's  and  IASG's  Knowledge,  before  the  Acquisition  Date,  has been in
compliance  with  all  Laws  and  Orders  promulgated  by  any Governmental Body
applicable  to  the  Company or to the conduct of the Business or the use of its
properties  (including  any  leased  properties)  and  assets,  except where the
failure  to be in such compliance could not reasonably be expected, individually
or  in  the  aggregate, to cause a Material Adverse Change.  The Company has not
received,  and  does  not  Know  of the issuance of, any notices of violation or
alleged  violation  by  the Company of any such Law or Order by any Governmental
Body.

(c)     The  Company  has  obtained all Permits necessary for the conduct of the
Business  as  currently  conducted,  except where the failure to obtain a Permit
could  not  reasonably be expected, individually or in the aggregate, to cause a
Material  Adverse  Change.  The  Company  has  not  received any notice from any
source  to  the  effect  that  there  is  lacking  any  such  Permit required in
connection  with  the  current operation of the Business.  Since the Acquisition
Date,  and  to  the Company's and IASG's Knowledge, before the Acquisition Date,
the Company has made all required filings with Governmental Bodies, except where
     the  failure  to  make  such  filings  could  not  reasonably  be expected,
individually  or  in  the  aggregate,  to  cause  a  Material  Adverse  Change.

(d)     Neither  the  Company  nor  any Affiliate of the Company has at any time
since  the Acquisition Date and to the Company's and IASG's Knowledge during the
last  five  years (i) made any unlawful contribution to any candidate for public
office or failed to disclose fully any contribution in violation of law, or (ii)
     made any payment to any federal or state government officer or official, or
other  person  charged  with  similar  public or quasi-public duties, other than
payments required or permitted by the laws of the United States, foreign country
or  any  jurisdiction  thereof.

4.18     Environmental  Matters.  (a)  The  operations  of the Company have been
         ----------------------
since  the  Acquisition  Date, and to the Company's and IASG's Knowledge, before
the  Acquisition  Date,  and, as of the Closing Date, will be in compliance with
all  Environmental Laws, except where the failure to be in such compliance could
not  reasonably  be  expected,  individually  or  in  the  aggregate, to cause a
Material  Adverse Change; (b) the Company has obtained, currently maintains and,
as  of  the  Closing Date, will have all Environmental Permits necessary for its
operations,  other  than  such Environmental Permits the lack of which could not
reasonably  be  expected,  individually or in the aggregate, to cause a Material
Adverse  Change; all such Environmental Permits are and, as of the Closing Date,
will  be,  in  good  standing; there are no Legal Proceedings pending or, to the
best  Knowledge  of  the  Company,  threatened  to revoke any such Environmental
Permit;  the  Company is, and as of the Closing Date will be, in compliance with
such  Environmental  Permits,  except  for  such  noncompliance  that  could not
reasonably  be  expected to cause a Material Adverse Change; and the Company has
not  received  any  notice  from  any  source,  and  has  not otherwise obtained
Knowledge, to the effect that there is lacking any Environmental Permit required
     in connection with the current use or operation of any Real Property Lease;
(c)  the  Company  and all of its past and current Facilities and operations are
not  subject  to  any  outstanding  written  Order  or  Contract,  including
Environmental  Laws,  with  any  Governmental  Body  or  Person,  or to the best
Knowledge  of  the  Company,  subject  to  any  federal, state, local or foreign
investigation  respecting (1) Environmental Laws, (2) any Remedial Action or (3)
any  Environmental  Claim  arising  from  the Release or threatened Release of a
Hazardous  Material;  (d)  the  Company  is  not subject to any Legal Proceeding
alleging the violation of any Environmental Law or Environmental Permit; (e) the
Company  has  not received (nor, to the best Knowledge of the Company, has there
been  issued)  any  written  communication,  whether  from  a Governmental Body,
citizens'  group, Employee or any other Person, that alleges that the Company is
not  in  compliance  with any Environmental Law or Environmental Permit; (f) the
Company  has  not  caused  or  permitted any Hazardous Materials to remain or be
disposed  of,  either on or under real property legally or beneficially owned or
operated  by  the Company or on any real property not permitted to accept, store
or  dispose  of  such  Hazardous  Materials;  (g)  the Company does not have any
liabilities with respect to Hazardous Materials, and to the Company's Knowledge,
no  facts  or  circumstances  exist  which, in the aggregate, could give rise to
liabilities  with  respect to Hazardous Materials; (h) none of the operations of
the  Company  involves  the  generation,  transportation,  treatment, storage or
disposal  of hazardous waste or subject waste, as defined under 40 C.F.R.  Parts
260-270  (in  effect as of the date of this Agreement); and (i) there is not now
on  or  in  any  property  of  the  Company (1) any underground storage tanks or
surface  tanks,  dikes or impoundments; (2) any asbestos-containing materials or
(3)  any  polychlorinated  biphenyls,  that,  in any such case described in this
clause  (i),  could reasonably be expected, individually or in the aggregate, to
cause  a  Material  Adverse  Change.

4.19     Investment  Company  Act.  The  Company  is  not, nor is it directly or
         ------------------------
indirectly  controlled  by  or  acting  on  behalf  of  any  Person  that is, an
investment  company within the meaning of the Investment Company Act of 1940, as
amended.

4.20      Transactions  with  Affiliates.  Except as set forth on Schedule 4.20,
         -------------------------------                          -------------
since the Acquisition Date, the Company has not made any payment to, or received
     any  payment  from,  or made or received any investment in, or entered into
any transaction with, any Affiliate, including without limitation, the purchase,
sale  or  exchange  of  property  or  the  rendering  of  any  service.

4.21     Accounts  Receivable.  The  accounts  receivable  of the Company as set
         --------------------
forth  on  the  unaudited  August 31, 2000 balance sheet that is included in the
Financial  Statements  (net of the bad debt allowance) or arising since the date
thereof  are  valid  and  genuine; have arisen solely out of bona fide sales and
deliveries  of  goods  or  performance  of  services  in  the ordinary course of
business  consistent with past practice; and to the Company's Knowledge, are not
subject  to  any  valid  defenses,  set-offs,  counterclaims  or  returns.

4.22     Restrictions.  The  Company is not a party to any indenture, agreement,
         ------------
Contract,  commitment,  lease,  plan,  license,  permit,  authorization or other
instrument, document or agreement, oral or written, or subject to any charter or
     other  corporate  restriction  or  any  judgment,  order, writ, injunction,
decree  or  award which materially adversely affects or materially restricts, so
far  as the Company can now reasonably foresee, the business operations, assets,
properties,  prospects  or  condition  (financial  or otherwise) of the Company.

4.23     Customers.  Except  as  set forth on Schedule 4.23, the Company has not
         ---------                            -------------
received  any  notice  or other communications (written or oral) from any of the
Company's material customers terminating or reducing in any material respect, or
     setting  forth  an intention to terminate or reduce in any material respect
in  the  future,  or  otherwise  reflecting  a  Material  Adverse Change in, the
business  relationship  between  a  material customer and the Company and to the
Company's  Knowledge,  there  does  not exist any actual event or other business
condition  of  any  character  whatsoever,  including  the  loss of any material
customer,  that  is  likely  to  result  in  a  Material Adverse Change.  To the
Company's  Knowledge,  the  consummation  of  the  Transaction will not have any
adverse  effect  on  the  business relationship of the Company with any material
customer  other  than  as  set  forth  on  Schedule  4.23.  For purposes of this
                                           --------------
Agreement,  "material  customer"  shall  mean  the top ten (10) customers of the
Company  in each of (1) the twelve (12) month period ended December 31, 1999 and
(2)  the  six  (6)  month  period  ended  June 30, 2000 based upon total dollars
invoiced  in  such  periods.  The  material  customers  for each such period are
listed  on  Schedule  4.23.
            --------------

4.24     Disclosure; Survival.  This Agreement, the Financial Statements and the
         --------------------
     Schedules  provided in connection with this Agreement, taken as a whole, do
not  contain  any  untrue  statement  of  material  fact,  fairly  represent the
business,  properties,  assets,  and  condition,  financial or otherwise, of the
Company  in all material respects, and do not knowingly fail to state a material
fact  necessary  in  order  to make the statements contained therein and herein,
when  taken  as  a  whole,  not misleading.  There is no fact which has not been
disclosed  to  the  Purchasers  of  which  the  Company  has Knowledge and which
constitutes  a  Material  Adverse  Change  or could reasonably be anticipated to
cause a Material Adverse Change.  All representations, warranties, covenants and
agreements  set  forth  in  this  Agreement  or  in  any  writing or certificate
delivered  in  connection  with  this  Agreement shall survive the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby  (subject to the limitations of Section 6.6(c)) and shall not be affected
by  any examination made for or on behalf of any Purchaser, or the acceptance by
any  Purchaser  of  any  certificate  or  opinion.

4.25     Financial  Advisors.  No  agent,  broker,  investment  banker,  finder,
         -------------------
financial  advisor  or other person acting on behalf of the Company or under its
authority  is  or  will be entitled to any broker's or Lender's fee or any other
commission  or  similar  fee,  directly  or  indirectly,  in connection with the
transactions  contemplated  by this Agreement or any Transaction Document and no
Person  is  entitled to any fee or commission or like payment in respect thereof
based  in  any  way  on agreements, arrangements or understandings made by or on
behalf  of  the  Company  or  IASG.

4.26     Insurance.  Schedule  4.26  lists all insurance policies carried by the
         ---------   --------------
Company  covering  its  properties and business.  Such insurance insures against
such  losses  and  risks  as  are adequate in accordance with customary industry
practice  to protect the Company and the Business.  The Company has not received
notice  (excluding  notice of a premium increase or contract expiration date) of
any  pending  or  threatened  termination  or  retroactive premium increase with
respect  thereto,  and  to the Company's Knowledge, the Company is in compliance
with all conditions contained therein, the noncompliance with which could result
     in  termination  of  insurance  coverage or increased premiums for prior or
future  periods.  There  are no pending material claims against current or prior
insurance  by  the Company as to which insurers have denied liability, and there
exists  no  material  claim  under  current or prior insurance that has not been
properly  filed  by  the  Company.
4.27     Improper  Actions.  The  Company,  or  to  the  best  Knowledge  of the
         -----------------
Company,  any  of  its  officers,  directors,  partners,  employees,  agents  or
affiliates or any other person acting on behalf of the Company has not, directly
     or  indirectly,  given or agreed to give any money, gift or similar benefit
(other  than  legal  price  concessions  to  customers in the ordinary course of
business)  to  any  customer,  supplier,  employee  or  agent  of  a customer or
supplier,  official  or  employee of any Governmental Body, Governmental Body or
any  political  party  or  candidate  for  office (domestic or foreign) or other
person who was, is or may be in a position to help or hinder the business of the
Company  (or  assist  the  Company  in  connection  with  any actual or proposed
transaction)  which  (i)  might  subject the Company, or any other individual or
entity  to  any  damage or penalty in any Legal Proceeding, (ii) if not given in
the  past, might have caused a Material Adverse Change or (iii) if not continued
in  the  future,  might  cause  a  Material  Adverse  Change.

4.28     No  Disqualification  of  Officers.  None  of the Company's officers is
         ----------------------------------
subject  to  any order or consent agreement that would preclude him from serving
as  an  officer  or  director  of  any  publicly  held  corporation.
5.     REPRESENTATIONS  AND WARRANTIES OF THE PURCHASERS.  Each Purchaser hereby
represents  and  warrants  to  the  Company,  severally,  for itself only, that:

5.1     Organization  and  Good  Standing.  Each Purchaser which is an entity is
        ---------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
jurisdiction  of  its  formation  or  incorporation,  as  applicable.

5.2     Authorization  of  Agreement;  Enforceability.
        ---------------------------------------------

(a)     Each  Purchaser  has  all  requisite  power and authority to execute and
deliver  this  Agreement  and  each  other  agreement,  document,  instrument or
certificate  contemplated  by  this  Agreement  or  to  be executed by each such
Purchaser  in  connection with the consummation of the transactions contemplated
hereby  and  thereby  (the  "Purchaser  Documents"),  and  to  perform fully its
obligations  hereunder  and thereunder.  The execution, delivery and performance
by  such  Purchaser  of this Agreement and each Purchaser Document has been duly
authorized  by  all  necessary  action  on  behalf  of  such  Purchaser  and its
shareholders  or  partners  as  the  case  may  be.

(b)     This  Agreement  and  each Purchaser Document has been duly executed and
delivered  by  each Purchaser and (assuming the due authorization, execution and
delivery  by  the  other  parties  hereto  and  thereto) this Agreement and each
Purchaser  Document  constitute the legal, valid and binding obligations of each
Purchaser,  enforceable  against  such  Purchaser  in  accordance  with  their
respective  terms.
5.3     Purchaser  Representation.  Each  Purchaser  has  such  knowledge  and
        -------------------------
experience  in  financial  and business matters that it is capable of evaluating
the  merits  and  risks of an investment in the Shares.  Each Purchaser has been
given  the  opportunity  to  examine  all documents requested by such Purchaser,
conduct  due  diligence  and  ask questions of, and to receive answers from, the
Company  and  its respective representatives concerning the terms and conditions
of  an  investment  in  the  Shares.

5.4     Investment  Intention.
        ---------------------

(a)     Each  Purchaser  is  acquiring  the  Shares  for  its  own  account, for
investment  purposes  only and not with a view to the distribution (as such term
is  used  in  Section  2(11)  of the Securities Act) thereof in violation of the
Securities  Act.  Each  Purchaser is an "accredited investor" within the meaning
of  Rule  501  of  Regulation D of the Securities and Exchange Commission.  Each
Purchaser  understands  that  the  Shares  have  not  been  registered under the
Securities  Act  and  cannot  be  sold  unless subsequently registered under the
Securities  Act  or  an  exemption  from  such  registration  is available.  The
principal  place  of  business  or  domicile of each Purchaser is located in the
jurisdiction  where  notices  are  to  be sent to such Purchaser as set forth on
Schedule  I.

(b)     One  or  more  of  the  Purchasers may divide their investment in Shares
among other persons who shall (i) make the representations set forth in Sections
     5.1  through 5.7 to the Company, and (ii) agree to be bound by the terms of
this  Agreement  and  the  Stockholders  Agreement  to  the  same  extent as any
Purchaser  hereunder; provided, that the number of additional persons who become
                      --------
holders  of Shares as a result of any such subdivision shall not exceed five and
provided,  further,  however, that, prior to effecting any such subdivision, the
--------
Purchaser proposing to subdivide his, her or its Shares shall inform the Company
of the identity of the proposed additional shareholder and shall, if the Company
reasonably  objects to the additional shareholder, not subdivide his, her or its
Shares  with  such  person.

5.5     Financial  Advisors.  No  agent,  broker,  investment  banker,  finder,
        -------------------
financial  advisor  or  other person acting on behalf of each Purchaser or under
its  authority  is  or  will  be entitled to any broker's or finder's fee or any
other  commission or similar fee, directly or indirectly, in connection with the
transactions  contemplated  by this Agreement or any Transaction Document and no
Person  is  entitled to any fee or commission or like payment in respect thereof
based  in  any  way  on agreements, arrangements or understandings made by or on
behalf  of  each  Purchaser.

5.6     Reliance.  In  making  its  decision to acquire the Shares, no Purchaser
        --------
has  relied  on  any  information provided by the Company or its representatives
other  than the representations and warranties contained herein and in the other
documents  executed  in  connection  herewith.

5.7     Legend.  Each  Purchaser  acknowledges  that  the  stock  certificate
        ------
representing  the  Shares  shall  bear a restrictive legend as to limitations or
transferability  imposed  by applicable federal and state securities laws and by
the  Stockholders  Agreement.

6.     FURTHER  AGREEMENTS  OF  THE  PARTIES.

6.1     Use  of  Proceeds.  The  Company intends to use all of the proceeds from
        -----------------
the  sale  of  the  Shares  under  this  Agreement  for  working  capital.
6.2     Access to Information.  Until the consummation of a Public Offering, the
        ---------------------
     Purchasers  shall be entitled, at their expense, upon reasonable notice, to
make  such reasonable investigation of the properties, businesses and operations
of  the  Company  and  such  examination  of  the  books,  records and financial
condition  of  the  Company  as they reasonably request and to make extracts and
copies  of such books and records.  Any such investigation and examination shall
be  conducted  during  regular business hours and under reasonable circumstances
without material interference with the Company's normal business operations, and
the  Company  and its employees shall cooperate fully therein.  No investigation
by the Purchasers prior to or after the date of this Agreement shall diminish or
obviate  any  of the representations, warranties, covenants or agreements of the
Company contained in this Agreement or the Transaction Documents.  In order that
the  Purchasers  may  have  full  opportunity  to  make such physical, business,
accounting and legal review and examination of the affairs of the Company as may
be  reasonably  requested,  the  Company  shall  cause  its  Representatives  to
cooperate  fully  with  the Representatives of the Purchasers in connection with
such  review and examination; provided that the Company shall not be required to
                              -------- ----
incur  any  material expense related thereto.  Each Purchaser shall use its best
efforts  to  maintain the confidentiality of information obtained as a result of
the  exercise  of  its  rights  granted  under  this  Section  6.2.

6.3     Exercise  of  Rights Pursuant to Diamond Purchase Agreement.  IASG shall
        -----------------------------------------------------------
use  commercially  reasonable  efforts  to  enforce  its rights pursuant to that
certain  Stock  Purchase  Agreement,  dated  April 26, 2000 (the "Stock Purchase
Agreement"),  between  IASG and the former stockholders of the Company, when and
to  the  extent  directed  to do so by a majority in interest of the Purchasers.
IASG  shall promptly remit to the Company any amount it recovers from the former
stockholders  of  the  Company  as  the result of the prosecution of a claim for
indemnity  against them pursuant to Section 7.1 of the Stock Purchase Agreement,
less  its  costs in obtaining the recovery.  Notwithstanding the foregoing, IASG
shall  not be required to institute a lawsuit against the former shareholders of
the  Company  unless  it has received reasonable assurance from the Company that
the  Company will reimburse it for the expenses of prosecuting the lawsuit.  The
foregoing  covenant  shall survive the termination of this Agreement for so long
as  IASG  shall  be  entitled to assert a claim for indemnity against the former
stockholders  of  the  Company  pursuant  to  such  Section  7.1.
6.4      Confidentiality.  Except  as may be required by applicable law, neither
         ---------------
the  Company  nor the Purchasers nor any of their respective Affiliates shall at
any  time divulge, disclose, disseminate, announce or release any information to
any  person  concerning  this  Agreement,  the  Transaction  Documents  or  the
Transaction without first obtaining the prior written consent of the other party
     hereto;  provided,  however,  each  Purchaser shall be entitled to disclose
              --------
information  with  respect  to its investment in the Company as required by Law,
any  Purchaser  that  is  an entity may disclose information with respect to its
investment  in the Company to its equity owners and the Company may disclose the
terms  of  this  Agreement  in  connection  with  an  issuance of debt or equity
securities  or  as  required  by  law.

6.5     Other  Actions.  The  Company  and  the  Purchasers agree to execute and
        --------------
deliver such other documents and take such other actions, as the other party may
     reasonably  request  for  the  purpose  of  carrying out the intent of this
Agreement  and  the  Transaction  Documents.

6.6     Indemnity.
        ---------

(a)     IASG  agrees  to indemnify, defend and hold harmless each Purchaser (and
its  partners  (and  each  officer  and  director thereof), directors, officers,
members, shareholders, employees, affiliates, agents and permitted assigns) from
     and  against  any and all losses, liabilities, damages, deficiencies, costs
or  expenses  (including  interest,  penalties,  and reasonable attorneys' fees,
disbursements and related charges) (collectively, "Losses"), based upon, arising
out  of  or  otherwise  in  respect  of  (i)  any inaccuracy in or breach of any
representations or warranties of IASG or the Company contained in this Agreement
or  the  Transaction  Documents, or (ii) Lost Recovery (as hereinafter defined).
The  term  "Lost Recovery" shall mean the excess of (x) the amount of any Damage
(as  defined in the Stock Purchase Agreement) that IASG would have been entitled
to  recover  pursuant to Section 7.1 of the Stock Purchase Agreement if IASG had
been the owner of all of the issued and outstanding capital stock of the Company
at  the  relevant  time  over  (y)  the amount of such Damage that IASG actually
                         ----
recovers,  to  the  extent  that  the  excess  is  attributable solely to IASG's
ownership  of  less  than  all  of the outstanding capital stock of the Company.

(b)     Each  Purchaser agrees, severally, for itself only, to indemnify, defend
and  hold  harmless  the  Company  and  IASG  (and  their  respective directors,
officers,  Employees, affiliates, agents and permitted assigns) from and against
any  and  all  Losses  based upon, arising out of or otherwise in respect of any
inaccuracy  in  or breach of any representations or warranties of such Purchaser
contained  in  this  Agreement  or  the  Transaction  Documents.
(c)     Notwithstanding  anything  herein to the contrary, (i) IASG shall not be
liable  for  any  amounts  under this Section 6.6 (other than any Lost Recovery)
until  the  aggregate  amount  of such claims exceeds $20,000 (the "Basket"), at
which  time  IASG shall be liable for all amounts of Losses, including the first
$20,000  thereof,  (ii)  the  aggregate liability of IASG under this Section 6.6
shall  not  exceed  the  Purchase Price, and (iii) all liability shall terminate
twenty-four  (24)  months  from the date of this Agreement, unless suit has been
instituted;  provided, however, that liability for any breach of representations
under  Sections  4.1(b), 4.1(d), 4.5, 4.7, 4.9 and 4.18 or for any Lost Recovery
shall  not  terminate  prior to the expiration of the statute of limitation with
respect  to  any  such  claim.

6.7     Settlement  of  Claims.
        ----------------------

(a)     If  any  claim which is covered by Section 6.6 above is made against any
party  which  is  entitled to indemnification under Section 6.6 (an "Indemnified
Party"),  such  Indemnified Party shall give written notice of such claim to the
indemnifying  party  (the  "Indemnifying  Party").  The Indemnifying Party shall
have  20  days  from  the  receipt of such notice to give written notice to such
Indemnified Party of its intention to defend or dispute such claim, which notice
     will  acknowledge the obligation of the Indemnifying Party to indemnify the
Indemnified  Party  against  such  claim.

(b)     If  such  notice  is  given by the Indemnifying Party within such 20-day
period,  the Indemnifying Party shall have the right to compromise or defend any
such  claim through counsel of its own choosing and at its own expense, provided
that  the  Indemnifying Party shall post any security reasonably required by the
Indemnified  Parties  to  protect  them  fully  from  any  loss  or  liability.

(c)     Notwithstanding the foregoing provisions, the Indemnifying Party may not
     control  the  settlement  of a claim without the consent of the Indemnified
Party  if  the claim (i) involves obtaining injunctive relief against any of the
Indemnified  Parties,  (ii)  involves  any  admission  by  the Indemnified Party
contrary  to  its  best  interests,  or  (iii)  does  not provide a complete and
unconditional  release  of  the  Indemnified  Party.

(d)     If prior to (i) any Indemnified Party's giving notice to an Indemnifying
     Party of an indemnified claim or (ii) the expiration of such 20-day period,
any  Indemnified  Party  takes  action  with  respect  to  a  claim  indemnified
hereunder,  the  Indemnifying Party shall not be relieved of its indemnification
obligations hereunder unless the Indemnifying Party is prejudiced by such action
and  then  only  to  the  extent  of  such  prejudice.

(e)     If,  within  such  20-day  period,  the Indemnifying Party fails to give
written notice to the Indemnified Party of its intention to defend such claim at
     its  own  expense  or  to  acknowledge  its  obligation  to  indemnify  the
Indemnified  Party  against  such  claim,  or  if  such  notice is given but the
Indemnifying  Party  fails  to  post  security or fails to defend diligently and
continuously  such  claim,  the  Indemnified  Party  shall  have  the  right  to
compromise or defend such claim through counsel of its own choosing, but for the
account  and  at  the  expense  of  the  Indemnifying  Party.

(f)     The Indemnified Parties shall provide to the Indemnifying Party periodic
     updates  regarding  the  costs  and  expenses  incurred  by the Indemnified
Parties  and  shall  provide  to the Indemnifying Parties from time to time such
additional  information  about  the  status  of  the matters as the Indemnifying
Parties  may  reasonably  request.

6.8     U.S.  Real  Property Holding Corporation.  The Company covenants that it
        ----------------------------------------
will  operate  in  a  manner  such that it will not become a "United States real
property  holding  corporation'' as such term is defined in Section 897(c)(2) of
the  Internal  Revenue  Code of 1986, as amended ("USRPHC'), and the regulations
thereunder.  The  Company  agrees  to  make determinations as to its status as a
USRPHC,  and  will  file  statements  concerning  those  determinations with the
Internal  Revenue  Service,  in  the manner and at the times required under Reg.
1.897-2(h), or any supplementary or successor provision thereto.  Within 30 days
     of  a  request  from  a  Purchaser,  the Company will inform the requesting
party,  in  the  manner  set  forth  in Reg.  1.897-2(h) or any supplementary or
successor  provision  thereto,  whether  that  party's  interest  in the Company
constitutes  a  United  States  real  property  interest  (within the meaning of
Internal  Revenue  Code  Section  897(c)(1)  and the regulations thereunder) and
whether  the  Company  has provided to the Internal Revenue Service all required
notices  as  to  its  USRPHC  status.

6.9     Financial  Statements,  Reports, Etc.  The Company shall furnish to each
        ------------------------------------
Purchaser which, together with its Affiliates, purchases and continues to own at
     least  10%  of  the  Shares:

(a)     as  soon  as available, and in any event within 90 days after the end of
each  fiscal  year  of  the  Company,  (i) an audited financial statement of the
Company  as  of  the  end  of  such  fiscal year; (ii) the related statements of
income,  stockholders'  equity  and  cash  flows for the fiscal year then ended,
prepared  in accordance with GAAP and certified by Grant Thornton LLP or another
firm  of independent public accountants of recognized national standing selected
by  the  board  of directors of the Company (the "Annual Financial Statements");
and  (iii)  any  related  management  letters  from  such  accounting  firm.

(b)     as  soon  as available, and in any event within 30 days after the end of
each  month  in each fiscal year a balance sheet of the Company, and the related
statement  of  income (with statements of stockholders' equity and cash flows to
be  provided  quarterly), unaudited but prepared in accordance with GAAP (except
that  such  unaudited  financial statements need not contain all of the required
footnotes  and  are  subject  to  normal,  recurring,  non-material  year-end
adjustments)  and  certified  by the chief financial officer of the Company (the
"Monthly  Balance  Sheet").  The  Monthly Balance Sheet should be prepared as of
the  end  of such month with statements of income, stockholders' equity and cash
flows for such month and for the period from the beginning of the fiscal year to
     the  end  of  such  month, in each case with comparative statements for the
prior  fiscal  year and the most recent 12-month budget delivered by the Company
pursuant  to  Section  6.9(c)  hereof;

(c)     as soon as available and in any event no later than 30 days prior to the
     start of each fiscal year an annual business plan and capital and operating
expense  budget,  cash  flow projections and income and loss projections for the
Company,  in  respect of such fiscal year, as approved by the board of directors
of the Company and all itemized in reasonable detail and prepared on a quarterly
basis,  and,  promptly after preparation, any revisions to any of the foregoing;
(d)     any  material  document relating to the affairs of the Company delivered
by  the  Company  to  any  shareholders  of  the  Company;  and

(e)     prompt  notice,  and in any event within five days after notice has been
received  by  the  Company,  of  any  material litigation or any adverse claims,
dispute  or any other developments which, if resolved in a manner adverse to the
Company,  could  reasonably  be  expected  to  cause  a Material Adverse Change;
provided,  however,  that the rights provided in this Section 6.9 to a Purchaser
shall  terminate with respect to such Purchaser upon the earlier of (a) a Public
Offering  or  (b)  when  such  Purchaser  (or its Affiliates) owns less than ten
percent  (10%)  of  the  Shares  purchased by such Purchaser at the Closing; and
provided  further  that  the  rights  provided in this Section 6.9 shall only be
transferable  to a transferee that acquires and continues to own at least 10% of
the  Shares  acquired  by  the  Purchaser  hereunder.

6.10     Life  Insurance.  The  Company  shall  have  the  right,  but  not  the
         ---------------
obligation,  to  maintain  life  insurance on each of Alexius Dyer IH and George
Murnane,  III  of  at least $1,000,000, with the Company named as beneficiary of
such  policies,

6.11     Directed  IPO  Shares.  In  the event of a Public Offering, the Company
         ---------------------
will  use  its  best  efforts  to  have  the managing underwriters of the Public
Offering  establish  a  directed  share  program  under which the holders of the
Shares  shall have the option, but not the obligation, to purchase at the Public
Offering  price  up to five percent (5%) of the shares being sold by the Company
in  the Public Offering.  Each holder of Shares shall have the right to purchase
its  pro  rata  share  (based  on  the  number of shares of Shares owned by such
holder)  of  the  directed  shares  offered  for  purchase  by  such  holders.

6.12     Related Agreements.  Simultaneously with the Closing, the Company shall
         ------------------
     enter  into a Management Services Agreement with IASG, substantially in the
form attached hereto as Schedule 6.12(a), and its Board of Directors shall adopt
a  stock  option  plan,  substantially  in  the form attached hereto as Schedule
6.12(b).
7.     DOCUMENTS  TO  BE  DELIVERED  AT  THE  CLOSING.

7.1     Documents  to  be Delivered by the Company.  At the Closing, the Company
        ------------------------------------------
shall  deliver,  or  cause  to  be  delivered,  to each Purchaser the following:

(a)     Certificates  representing  the  Shares  issued  hereunder;

(b)     the  Stockholders  Agreement;

(c)     evidence reasonably satisfactory to the Purchasers that (i) the Articles
     of Incorporation of the Company have been amended to increase the number of
shares  of  common  stock  authorized to 10,000,000 shares without par value per
share,  and  (ii)  the  Company has consummated a 22,219.70833 for 1 stock split
such  that  there  are  533,273  shares  of  Common Stock issued and outstanding
immediately  prior  to the Closing (excluding shares reserved in connection with
option  grants);

(d)     (i) a certificate of good standing with respect to the Company issued by
     the  Secretary of State of Georgia; (ii) a copy, certified by the secretary
or  assistant  secretary of the Company, as being a true and complete copy as of
the  Closing Date, of the by-laws of the Company; and (iii) a copy, certified by
the  Secretary  of  State of Georgia, of the certificate of incorporation of the
Company;

(e)     a  copy  of  resolutions  of  the boards of directors of the Company and
IASG,  authorizing the execution, delivery and performance of this Agreement and
the  Transaction  Documents  and the issuance of the Shares and a certificate of
the  secretary or assistant secretary of the Company and IASG, dated the Closing
Date  certifying  that  such resolutions were duly adopted and are in full force
and  effect  and  attesting  to the true signatures and to the incumbency of the
officers  of  the Company and IASG, executing this Agreement and the Transaction
Documents;

(f)     a  copy of resolutions, or similar documents of the boards of directors,
or  similar  bodies,  of  each  Purchaser  that  is  an  entity, authorizing the
execution,  delivery  and  performance  of  this  Agreement  and the Transaction
documents  by  such  Purchaser  and  a  certificate of the secretary, or similar
officer,  of  each  such Purchaser, dated the Closing Date, certifying that such
resolutions  were duly adopted and are in full force and effect and attesting to
the  true  signatures  and  to  the incumbency of the officers of such Purchaser
executing  this  Agreement  and  the  Transaction  Documents;

(g)     evidence  that  the  indebtedness  of  the  Company to IASG disclosed on
Schedule  7.l(h)  shall  have  been  extinguished  on  the  Closing  Date;
     ---  ------

(h)     evidence  that the following persons shall have been elected as the sole
members  of  the board of directors of the Company: Alexius A. Dyer, III, Robert
L.  Priddy  and  George  Murnane,  III  and

(i)     such  other  documents  as  the  Purchasers  shall  reasonably  request.

7.2     Documents to be Delivered by Purchasers.  At the Closing, each Purchaser
        ---------------------------------------
     shall  deliver  to  the  Company  the  following:
(a)     Each  Purchaser  shall deliver the Purchase Price by wire transfer to an
account  of  which  the Company shall notify the Purchasers prior to the Closing
Date;  and

(b)     the  Stockholders  Agreement.
8.     MISCELLANEOUS.

8.1     Certain  Definitions.
        --------------------

     "Affiliate"  of  any  Person  means  any Person that directly or indirectly
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).

     "Benefit Plan" means each Material plan, program, policy, payroll practice,
contract,  agreement or other arrangement providing for compensation, severance,
termination  pay,  performance  awards,  stock  or  stock related awards, fringe
benefits  or  other  Material  employee  benefits of any kind, whether formal or
informal,  funded  or  unfunded,  written  or  oral  and  whether or not legally
binding, including, without limitation, each "Employee benefit plan," within the
meaning  of  Section  3(3)  of  ERISA  and each "multi-employer plan" within the
meaning  of  Section  3(37)  or  4001  (a)(3)  of  ERISA.

     "Business"  means  the  provision  of  air  cargo  services  on demand on a
contract  basis  pursuant  to  Part  135 of the Regulations of the United States
Department  of  Transportation,  which is the business activity conducted by the
Company  as  of  the  date  of  this  Agreement.

     "Code"  means  the Internal Revenue Code of 1986, as amended, and the rules
and  regulations  promulgated  thereunder.

     "Common  Stock"  means  the  Company's  common  stock,  without  par value.

     "Company  Benefit  Plan"  means  each  Benefit Plan (other than an Employee
Agreement)  which  is  now  or  previously  has  been  sponsored,  maintained,
contributed  to,  or required to be contributed to, or with respect to which any
withdrawal  liability  (within  the  meaning  of Section 4201 of ERISA) has been
incurred,  by the Company for the benefit of any Employee, and pursuant to which
the  Company  has  or  may  have  any  liability,  contingent  or  otherwise.

     "Contract"  means  any Material contract, agreement, indenture, note, bond,
loan,  instrument,  lease,  conditional  sale  contract,  mortgage,  license,
franchise,  insurance  policy,  commitment  or  other  arrangement or agreement,
whether  written  or  oral.

     "Employee"  means  each  current,  former,  or  retired  employee, officer,
consultant,  independent  contractor,  agent  or  director  of  the  Company.

     "Employee  Agreement"  means  each  management,  employment,  severance,
consulting,  non-compete,  confidentiality,  or  similar  agreement  or contract
between  the  Company  and any Employee pursuant to which the Company has or may
have  any  liability,  contingent  or  otherwise.

     "Environmental  Claim"  means  any  accusation,  allegation,  notice  of
violation,  action,  claim,  Lien, demand, abatement or other Order or direction
(conditional  or  otherwise) by any Governmental Body or any Person for personal
injury  (including  sickness, disease or death), tangible or intangible property
damage,  damage  to the environment, nuisance, pollution, contamination or other
adverse  effects  on  the  environment,  or for fines, penalties or restrictions
resulting  from  or  based  upon  (i)  the existence, or the continuation of the
existence,  of  a  Release  (including, without limitation, sudden or non-sudden
accidental  or  non-accidental  Releases)  of,  or  exposure  to,  any Hazardous
Material  or  other substance, chemical, material, pollutant, contaminant, odor,
audible  noise,  or  other  Release in, into or onto the environment (including,
without  limitation,  the  air,  soil, surface water or groundwater) at, in, by,
from  or related to the Facilities or any activities conducted thereon; (ii) the
environmental  aspects  of the transportation, storage, treatment or disposal of
Hazardous Materials in connection with the operation of the Facilities; or (iii)
the  Material violation, or alleged violation, of any Environmental Laws, Orders
or  Permits  of  or from any Governmental Body relating to environmental matters
connected  with  the  Facilities.

     "Environmental  Law" means any Law concerning Releases into any part of the
natural  environment,  or  activities that might result in damage to the natural
environment,  or  any Law that is concerned in whole or in part with the natural
environment  and  with  protecting  or  improving  the  quality  of  the natural
environment  and  protecting public and Employee health and safety and includes,
but  is  not limited to, the Comprehensive Environmental Response, Compensation,
and  Liability  Act  ("CERCLA")  (42  U.S.C.    9601  et  seq.),  the  Hazardous
Materials  Transportation  Act  (49  U.S.C.    1801  et  seq.),  the  Resource
Conservation  and  Recovery Act (42 U.S.C.    6901 et seq.), the Clean Water Act
(33  U.S.C.    1251 et seq.), the Clean Air Act (33 U.S.C.    7401 et seq.), the
Toxic  Substances  Control  Act  (15  U.S.C.    2601  et  seq.),  the  Federal
Insecticide,  Fungicide,  and  Rodenticide Act (7 U.S.C.    136 et seq.) and the
Occupational  Safety and Health Act (29 U.S.C.    651 et seq.) ("OSHA"), as such
laws have been amended or supplemented, and the regulations promulgated pursuant
thereto,  and any and all analogous state or local statutes, and the regulations
promulgated  pursuant  thereto,  and  any  and  all  treaties,  conventions  and
environmental  public and employee health and safety statutes and regulations or
analogous  requirements  of non-United States jurisdictions in which the Company
conducts  any  business.

     "Environmental  Matters" means any matter arising out of or relating to the
production,  storage,  transportation,  disposal  or  Release  of  any Hazardous
Material  or  otherwise  arising  out  of  or  relating to safety, health or the
environment  which  could  give  rise to liability or require the expenditure of
money  to  address,  and  shall  include,  without  limitation,  the  costs  of
investigating  and  remedying  any  of  the  foregoing  matters,  any  frees and
penalties  arising in connection therewith, and any claim in respect thereof for
damages  or  injunctive  relief  for alleged personal injury, property damage or
damage  to  natural  resources  under  common  law  or  other Environmental Law.

     "Environmental  Permit"  means  any  Permit,  variance,  registration,  or
permission  required  under  any  applicable  Environmental  Laws.

     "ERISA"  means  the  Employee  Retirement  Income  Security Act of 1974, as
amended  and  any  regulations  promulgated  or  proposed  thereunder.

     "FAA"  means  the  Federal  Aviation  Administration.

     "Facility"  means  real  property owned, leased or operated by the Company.

     "GAAP"  means generally accepted accounting principles, as in effect in the
United
States.

     "Governmental Body" means any government or governmental or regulatory body
thereof,  or  political  subdivision  thereof,  whether federal, state, local or
foreign,  or  any  agency, instrumentality or authority thereof, or any court or
arbitrator  (public  or  private).

     "Hazardous  Materials"  means  any  substance,  material  or waste which is
regulated  by  any local, state or federal Governmental Body in the jurisdiction
in which the Company conducts business, or the United States, including, without
limitation,  any  material or substance which is defined as a "hazardous waste,"
"hazardous  material,"  "hazardous  substance,"  "extremely  hazardous waste" or
"restricted  hazardous  waste," "subject waste," "contaminant," "toxic waste" or
"toxic  substance"  under  any provision of Environmental Law, including but not
limited  to,  petroleum products, asbestos, radon and polychlorinated biphenyls.

     "Knowledge"  wherever  in  this Agreement any representation or warranty is
expressed  in  the  terms of Knowledge" or "to the best of its Knowledge" of the
Company  or IASG or in similar terms, such knowledge shall be deemed to refer to
the  actual  knowledge  of Alexius A.  Dyer III, George Murnane III, or David A.
Marcontell  or matters which such individuals should have known after reasonable
inquiry.

     "Law"  means  any  Material federal, state, local or foreign law (including
common  law), statute, code, ordinance, rule, regulation or other requirement or
guideline.

     "Legal  Proceeding" means any Material judicial, administrative or arbitral
actions,  suits,  proceedings  (public  or  private),  claims  or  governmental
proceedings.

     "Lien" means any Material lien, pledge, hypothecation, levy, mortgage, deed
of  trust,  security  interest,  claim,  lease,  charge,  option, right of first
refusal,  easement,  or  other  real  estate  declaration,  covenant, condition,
restriction  or servitude, transfer restriction under any shareholder or similar
agreement,  encumbrance  or  any  other  restriction  or  limitation whatsoever.

     "Material"  shall mean having or likely to have a cost or an adverse impact
on  the  Company  in  excess  of  $20,000.

     "Material  Adverse  Change"  shall  have  the  meaning set forth in Section
4.1(a).

     "material  default"  means  a default which could reasonably be expected to
result  in  a  Material  Adverse  Change.

     "Order"  means  any  order,  injunction,  judgment,  decree,  ruling, writ,
assessment  or  arbitration  award.

     "Permits" means any Material approvals, authorizations, consents, licenses,
permits  or  certificates  by  any  Governmental  Body.

     "Person"  means any individual, corporation, partnership, limited liability
company,  firm,  joint  venture,  association,  joint-stock  company,  trust,
unincorporated  organization,  Governmental  Body  or  other  entity.

     "Public  Offering"  means a firm commitment underwritten public offering of
shares of Common Stock pursuant to an effective registration statement under the
Securities  Act of 1933, as then in effect or any comparable statement under any
similar  federal  statute  then  in  force  or  effect.

     "Qualified  Public  Offering"  shall  have  the  meaning  set  forth in the
Stockholders
Agreement.

     "Release"  means  any Material release, spill, effluent, emission, leaking,
pumping,  injection,  deposit,  disposal,  discharge,  dispersal,  leaching,  or
migration into the indoor or outdoor environment, or into or out of any property
owned,  operated  or  leased  by  the  Company,  including  the  movement of any
Hazardous  Material  or  other  substance  through  or in the air, soil, surface
water,  groundwater,  or  property.

     "Remedial  Action"  means  all  actions, including, without limitation, any
capital
expenditures, required or voluntarily undertaken to (i) clean up, remove, treat,
or  in  any  other  way address any Hazardous Material Or other substance in the
indoor or outdoor environment; (ii) prevent the Release or threat of Release, or
minimize  the further Release of any Hazardous Material or other substance so it
does not migrate or endanger or threaten to endanger public health or welfare of
the  indoor  or  outdoor  environment;  (iii)  perform  pre-remedial studies and
investigations  or post-remedial monitoring and care; or (iv) bring any Facility
into  compliance  with  all  Environmental  Laws  and  Environmental  Permits.

     "Representatives"  of a Person means its officers, Employees, agents, legal
advisors  and
accountants.

     "Stockholders  Agreement" means the Stockholders' Agreement dated as of the
date  hereof,  by  and  among  the  Company  and  the shareholders listed on the
signature  pages  thereto.

     "Taxes"  means any federal, state, local or foreign income, gross receipts,
license,  payroll,  employment,  excise,  severance, stamp, occupation, premium,
windfall  profits,  environmental  (including  taxes  under  Code  Section 59A),
customs  duties, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales,
use,  transfer,  registration,  value  added,  alternative  or  add-on  minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty,
or  addition  thereto,  whether  disputed  or  not.

     "Tax  Return"  means  any return, declaration, report, claim for refund, or
information  return  or  statement  relating to Taxes, including any schedule or
attachment  thereto,  and  including  any  amendment  thereof.

8.2     Expenses.  The  Company  shall pay all fees and expenses incurred by the
        --------
Purchasers  associated with the Transaction, including reasonable legal expenses
and  out-of  pocket  expenses.  The  Company shall pay all stamp and other taxes
which may be payable in respect of the execution and delivery of this Agreement,
     the  Transaction Documents, or the issuance, delivery or acquisition of the
Shares  and  all  blue  sky  expenses.
8.3     Specific  Performance.  The  Company  acknowledges  and  agrees that the
        ---------------------
breach  of  this  Agreement would cause irreparable damage to the Purchasers and
that  the  Purchasers  will  not have an adequate remedy at law.  Therefore, the
obligations  of the Company under this Agreement, including, without limitation,
the  Company's  obligation  to  sell  the  Shares  to  the  Purchasers, shall be
enforceable by a decree of specific performance issued by any court of competent
     jurisdiction,  and  appropriate  injunctive  relief  may be applied for and
granted  in  connection  therewith.  Such remedies shall, however, be cumulative
and not exclusive and shall be in addition to any other remedies which any party
may  have  under  this  Agreement  or  otherwise.
8.4     Further Assurances.  The parties agree to execute and deliver such other
        ------------------
documents  or agreements as may be necessary or desirable for the implementation
of  this Agreement and the consummation of the transactions contemplated hereby.
8.5     Submission  to  Jurisdiction;  Consent  to  Service  of  Process.
        ----------------------------------------------------------------

(a)     The  parties  hereto  hereby  irrevocably  submit  to  the  exclusive
jurisdiction  of  the  United States District Court for the Northern District of
Georgia  or  the  Superior Court of the County of DeKalb, State of Georgia, over
any  dispute  arising  out  of  or  relating  to  this  Agreement  or any of the
transactions  contemplated  hereby and each party hereby irrevocably agrees that
all  claims in respect of such dispute or any suit, action or proceeding related
thereto  may  be  heard  and  determined  in  such  courts.  The  parties hereby
irrevocably  waive,  to  the  fullest  extent  permitted  by applicable law, any
objection  which  they  may  now or hereafter have to the laying of venue of any
such  dispute brought in such court or any defense of inconvenient forum for the
maintenance  of such dispute.  Each of the parties hereto agrees that a judgment
in  any  such  dispute  may  be  enforced  in other jurisdictions by suit on the
judgment  or  in  any  other  manner  provided  by  law.

(b)     Each  of  the  parties hereto hereby consents to process being served by
any  party to this Agreement in any suit, action or proceeding by the mailing of
a  copy  thereof  in  accordance  with  the  provisions  of  Section  8.9.
8.6     Entire Agreement; Amendments and Waivers.  This Agreement (including the
        ----------------------------------------
     schedules  and  exhibits  hereto)  represents  the entire understanding and
agreement  among  the  parties hereto with respect to the subject matter hereof.
This Agreement can be amended, supplemented or changed, and any provision hereof
can  be  waived,  only  by  written instrument making specific reference to this
Agreement  signed  by  the  parties  hereto.  No  action  taken pursuant to this
Agreement,  including  without  limitation, any investigation by or on behalf of
any  party,  shall  be  deemed  to  constitute a waiver by the party taking such
action  of  compliance  with any representation, warranty, covenant or agreement
contained  herein.  The  waiver by any party hereto of a breach of any provision
of  this  Agreement shall not operate or be construed as a further or continuing
waiver  of  such  breach  or  as a waiver of any other or subsequent breach.  No
failure  on  the  part of any party to exercise, and no delay in exercising, any
right,  power  or  remedy hereunder shall operate as a waiver thereof, nor shall
any  single  or  partial  exercise  of such right, power or remedy by such party
preclude  any  other  or  further  exercise thereof or the exercise of any other
right,  power  or  remedy.  All  remedies  hereunder  are cumulative and are not
exclusive  of  any  other  remedies  provided  by  law.

8.7     Governing,  Law.  This  Agreement  shall be governed by and construed in
        ---------------
accordance  with  the  laws of the State of Georgia without giving effect to the
principles of conflict of laws thereunder which would specify the application of
     the  law  of  another  jurisdiction.
8.8     Table  of  Contents;  Headings;  Interpretive  Matters.  The  table  of
        ------------------------------------------------------
contents  and section headings of this Agreement are for reference purposes only
and  are  to  be  given  no effect in the construction or interpretation of this
Agreement.  No  provision  of this Agreement will be interpreted in favor of, or
against,  any  of  the  parties hereto by reason of the extent to which any such
party  or  its  counsel participated in the drafting thereof or by reason of the
extent  to  which any such provision is inconsistent with any prior draft hereof
or  thereof.

8.9     Notices.  All  notices  and  other  communications  under this Agreement
        -------
shall  be  in  writing  and  shall  be deemed given when delivered personally or
mailed  by  certified  mail,  return  receipt  requested,  to the parties at the
following  addresses  (or to such other address as a party may have specified by
notice  given  to  the  other  party  pursuant  to  this  provision):

If  to  the  Company  or  IASG,  to:

               1954  Airport  Road
               Suite  200
               Atlanta,  Georgia  30305
               Attn:  George  Murnane,  III
               Fax:  (770)  455-7550

With  a  copy  (which  shall  by  itself  not  constitute  notice)  to:

               Philip  A.  Theodore,  Esq.
               King  &  Spalding
               191  Peachtree  Street
               Atlanta,  Georgia  30303-1763
               Fax:  (404)  572-5100

If  to  the  Purchasers,  to  the  respective  addresses  listed  in Schedule I.

With  a  copy  (which  shall  by  itself  not  constitute  notice)  to:

               Robert  B.  Goldberg,  Esq.
               Ellis,  Funk,  Goldberg,  Labovitz  &  Dokson,  P.C.
               3490  Piedmont  Road
               Suite  400
               Atlanta,  Georgia  30305
               Fax:  (404)  233-2188

All  notices  are  effective upon receipt or upon refusal if properly delivered.

8.10     Severability.  If  any  provision  of  this  Agreement  is  invalid  or
         ------------
unenforceable,  the  balance  of  this  Agreement  shall  remain  in  effect.

8.11     Binding  Effect;  Assignment.  This Agreement shall be binding upon and
         ----------------------------
inure  to  the  benefit  of  the  parties  and  their  respective successors and
permitted assigns (as permitted in accordance with the terms of this Agreement).
     Nothing  in  this  Agreement  shall  create  or  be  deemed  to  create any
third-party  beneficiary  rights  in  any  person  or entity not a party to this
Agreement  except  as provided below.  No assignment of this Agreement or of any
rights or obligations hereunder may be made by the Company or the Purchasers (by
operation  of  law  or otherwise) without the prior written consent of the other
parties  hereto and any attempted assignment without the required consents shall
be  void;  provided,  however, that the Purchasers may assign this Agreement and
           --------
any  or  all  rights  and  obligations  hereunder,  in  whole or in part, to any
Affiliate  of  the  Purchasers,  but  any  such assignment shall not relieve the
Purchasers  of their respective obligations hereunder.  In addition, and whether
or  not  any  express assignment has been made, the provisions of this Agreement
which  are  for  the benefit of any Purchaser as a purchaser or holder of Shares
(or  any  securities pursuant to which such Shares may be converted or exercised
into)  are  also for the benefit of and enforceable by, any subsequent Affiliate
of  the Purchaser who holds such securities.  Upon any permitted assignment, the
references  in  this  Agreement  to  the Purchasers shall also apply to any such
assignee  unless  the  context  otherwise  requires.
8.12     Attorneys'  Fees.  If any party to this Agreement shall take any action
         ----------------
to  enforce  this Agreement or bring any action for any relief against any other
party  arising  out  of  this  Agreement,  the  losing  party  shall  pay to the
prevailing  party  such party's reasonable attorneys' fees and costs incurred in
litigating  such  suit  or  enforcing  any  judgment  granted  therein.
8.13     Counterparts.  This  Agreement may be executed simultaneously in two or
         -------------
more  counterparts,  each  of which shall be deemed an original but all of which
together  shall  constitute  one  and  the  same  instrument.
<PAGE>

                  SECURITIES PURCHASE AGREEMENT SIGNATURE PAGES

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  by their respective officers thereunto duly authorized, as of the date
first  written  above.


                         DIAMOND  AVIATION,  INC.


                         By:
                              Name:
                              Title:

     INTERNATIONAL  AIRLINE  SUPPORT  GROUP,  INC.


                         By:
                              Name:
                              Title:

                         PURCHASERS:
                         RMC  CAPITAL,  LLC

                         By:

                         Its:

                         GEORGE  MURNANE,  III
                         ALEXIUS  A.  DYER,  III
                         E.  JAMES  MUELLER
                         BARCLAY  G.  JONES,  III