EXHIBIT  10.20

                           SECOND AMENDMENT AGREEMENT

     This  Second Amendment Agreement is made as of the 28 day of July, 2000, by
                                                        --
and  between  AIRCRAFT SERVICE INTERNATIONAL GROUP, INC., a Delaware corporation
("Borrower"),  and  KEY  CORPORATE  CAPITAL  INC.  ("Lender"):

     WHEREAS,  Borrower  and Lender are parties to a certain Credit and Security
Agreement  dated as of April 2, 1998, as amended and as it may from time to time
be  further  amended, restated or otherwise modified, that provides, among other
things, for a Revolving Loan facility and a Term Loan facility, all upon certain
terms  and  conditions  stated  therein  (the  "Credit and Security Agreement");

     WHEREAS,  Borrower  and  Lender  desire  to  amend  the Credit and Security
Agreement  to  increase  the  Revolving  Credit Commitment and to modify certain
other  provisions  thereof;  and

     WHEREAS,  each  term  used  herein  shall be defined in accordance with the
Credit  and  Security  Agreement;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  of  the mutual
covenants  herein  and  for  other  valuable considerations, Borrower and Lender
agree  as  follows:

     1.  Article  1  of  the  Credit and Security Agreement is hereby amended to
delete  the  definition of "Commitment" therefrom and to insert in place thereof
the  following:

     "Commitment"  shall  mean the obligation hereunder of Lender to make Loans,
     and to issue Letters of Credit, pursuant to the Revolving Credit Commitment
     and  Term  Loan Commitment, up to an aggregate principal amount outstanding
     at  any  one  time  of Twenty Million Dollars ($20,000,000), or such lesser
     amount  as  shall  be  determined  pursuant  to  Section  2.5  hereof.


     2.  Article  1  of  the  Credit and Security Agreement is hereby amended to
delete  the  definition of "Revolving Credit Commitment" therefrom and to insert
in  place  thereof  the  following:

     "Revolving  Credit  Commitment"  shall  mean  the  obligation  hereunder of
     Lender,  during the Commitment Period, to make Revolving Loans and to issue
     Letters  of  Credit, up to an aggregate principal amount outstanding at any
     time  equal  to the lesser of (a) Fifteen Million Dollars ($15,000,000), or
     (b)  the  Borrowing  Base.


     3.  The Credit and Security Agreement is hereby amended to delete Exhibit A
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therefrom  and to insert in place thereof a new Exhibit A in the form of Exhibit
                                                ---------                -------
1  attached  hereto.

     4.  Concurrently  with  the  execution  of this Second Amendment Agreement,
Borrower  shall:


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     (a)  execute  and  deliver  to  Lender  the  Revolving  Credit Note  in the
form  of Exhibit  1 attached  hereto;
         ---------

     (b)     cause  each  Guarantor  of  Payment  to  consent,  agree  to  and
acknowledge  the  terms  of  this  Second Amendment Agreement and such Guarantor
Acknowledgment  shall  be  in  the  form  of  Exhibit  2  attached  hereto;
                                              ----------

     (c)     pay  to  Lender,  on the date hereof, an amendment fee in an amount
equal  to  Fifteen  Thousand  Dollars  ($15,000);  and

     (d)     pay  all  reasonable  legal fees and expenses of Lender incurred in
connection  with  this  Second  Amendment  Agreement.

     5.     Borrower  hereby represents and warrants to Lender that (a) Borrower
has  the  legal power and authority to execute and deliver this Second Amendment
Agreement;  (b)  the  officer executing this Second Amendment Agreement has been
duly  authorized  to execute and deliver the same and bind Borrower with respect
to  the provisions hereof; (c) the execution and delivery hereof by Borrower and
the  performance  and  observance  by  Borrower  of the provisions hereof do not
violate  or  conflict  with the organizational agreements of Borrower or any law
applicable to Borrower or result in a breach of any provision of or constitute a
default  under  any  other  agreement,  instrument  or  document binding upon or
enforceable  against  Borrower;  (d)  no  Unmatured Event of Default or Event of
Default  exists  under  the  Credit  and  Security Agreement, nor will any occur
immediately  after the execution and delivery of this Second Amendment Agreement
or by the performance or observance of any provision hereof; (e) Borrower has no
claim  or  offset  against,  or  defense  or counterclaim to, any of Borrower' s
obligations  or  liabilities  under  the  Credit  and  Security Agreement or any
Related Writing; and (f) this Second Amendment Agreement constitutes a valid and
binding  obligation of Borrower in every respect, enforceable in accordance with
its  terms.

     6.     In consideration of this Second Amendment Agreement, Borrower hereby
waives  and  releases  Lender  and  its  representative shareholders, directors,
officers,  employees,  attorneys,  affiliates  and subsidiaries from any and all
such  claims,  offsets,  defenses  and counterclaims of which Borrower is aware,
such  waiver  and  release  being  with  full knowledge and understanding of the
circumstances  and  effect thereof and after having consulted legal counsel with
respect  thereto.

     7.     Each  reference  that  is  made in the Credit and Security Agreement
shall hereafter be construed as a reference to the Credit and Security Agreement
as  amended  hereby.  Except  as  herein  otherwise  specifically  provided, all
provisions  of  the Credit and Security Agreement shall remain in full force and
effect  and  be  unaffected  hereby.

     8.     This  Second  Amendment  Agreement  may be executed in any number of
counterparts,  by  different  parties  hereto  in  separate  counterparts and by
facsimile  signature,  each  of  which  when  so executed and delivered shall be
deemed  to  be  an original and all of which taken together shall constitute but
one  and  the  same  agreement.


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     9.     The  rights  and obligations of all parties hereto shall be governed
by  the  laws of the State of Ohio, without regard to principles of conflicts of
laws.

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     10.     JURY  TRIAL  WAIVER.  BORROWER AND LENDER WAIVE ANY RIGHT TO HAVE A
JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE,  BETWEEN  BORROWER  AND  LENDER,  ARISING OUT OF, IN CONNECTION WITH,
RELATED  TO,  OR  INCIDENTAL  TO  THE  RELATIONSHIP  ESTABLISHED BETWEEN THEM IN
CONNECTION  WITH  THIS  AGREEMENT  OR  ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT  EXECUTED  OR  DELIVERED  IN  CONNECTION  HEREWITH OR THE TRANSACTIONS
RELATED  THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE LIMIT, AMEND OR
MODIFY  LENDER'S  ABILITY  TO  PURSUE  REMEDIES  PURSUANT  TO  ANY CONFESSION OF
JUDGMENT  OR  COGNOVIT  PROVISION  CONTAINED  TN  ANY  NOTE OR OTHER INSTRUMENT,
DOCUMENT  OR  AGREEMENT  BETWEEN  BORROWER  AND  LENDER.



                                     AIRCRAFT SERVICE INTERNATIONAL INC.

                                     By:_______________________________________
                                     Print  Name:  ____________________________
                                     Title:  __________________________________

                                     KEY  CORPORATE  CAPITAL  INC.

                                     By:_______________________________________
                                     Print  Name:  ____________________________
                                     Title:  __________________________________



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                                    EXHIBIT 1

                                    EXHIBIT A

                              REVOLVING CREDIT NOTE

$15,000,000                                                      Cleveland, Ohio
                                                                   July 28, 2000
                                                                        --

     FOR  VALUE RECEIVED, the undersigned, AIRCRAFT SERVICE INTERNATIONAL GROUP,
INC. ("Borrower"), promises to pay, on the last day of the Commitment Period, as
defined  in  the  Credit and Security Agreement (as hereinafter defined), to the
order  of KEY CORPORATE CAPITAL INC. ("Lender") at its Main Office at 127 Public
Square,  Cleveland,  Ohio  44114-1306,  or  at  such other place as Lender shall
designate,  the  principal  sum  of

FIFTEEN  MILLION  and  00/100 . . . . . . . . . . . . . . . . . . . .    DOLLARS

or  the  aggregate unpaid principal amount of all Revolving Loans made by Lender
to  Borrower  pursuant  to  Section  2.lA  of the Credit and Security Agreement,
whichever  is  less,  in  lawful  money of the United States of America. As used
herein,  "Credit and Security Agreement" means the Credit and Security Agreement
dated  as  of  April 2, 1998, between Borrower and Lender, as amended and as the
same  may  from time to time be further amended, restated or otherwise modified.
Capitalized  terms  used  herein shall have the meanings ascribed to them in the
Credit  and  Security  Agreement.

     Borrower  also  promises  to pay interest on the unpaid principal amount of
each  Revolving  Loan  from time to time outstanding, from the date of such Loan
until  the  payment  in  full  thereof,  at  the  rates per annum which shall be
determined  in  accordance with the provisions of Section 2.1A of the Credit and
Security  Agreement. Such interest shall be payable on each date provided for in
such  Section  2.1A;  provided,  however, that interest on any principal portion
which  is  not  paid  when  due  shall  be  payable  on  demand.

     The  portions  of  the  principal sum hereof from time to time representing
Prime  Rate  Loans  and  LIBOR  Loans, and payments of principal of any thereof,
shall  be  shown on the records of Lender by such method as Lender may generally
employ;  provided,  however, that failure to make any such entry shall in no way
detract  from  Borrower's  obligations  under  this  Note.

     If this Note shall not be paid at maturity, whether such maturity occurs by
reason  of  lapse  of  time or by operation of any provision for acceleration of
maturity  contained  in  the Credit and Security Agreement, the principal hereof
and  the  unpaid interest thereon shall bear interest, until paid, at a rate per
annum which shall be the Default Rate. All payments of principal of and interest
on  this  Note  shall  be  made  in  immediately  available  funds.


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     This  Note  is  the  Revolving  Credit  Note  referred to in the Credit and
Security Agreement. Reference is made to the Credit and Security Agreement for a
description  of  the right of the undersigned to anticipate payments hereof, the
right  of  the  holder  hereof  to  declare  this  Note  due prior to its stated
maturity,  and  other  terms  and  conditions  upon  which  this Note is issued.

     Except as expressly provided in the Credit and Security Agreement, Borrower
expressly  waives  presentment,  demand,  protest  and  notice  of  any  kind.

     JURY  TRIAL WAIVER. BORROWER WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING  ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN
BORROWER  AND  LENDER,  ARISING  OUT  OF,  IN  CONNECTION  WITH,  RELATED TO, OR
INCIDENTAL  TO  THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THE
CREDIT  AND  SECURITY  AGREEMENT  OR  THIS NOTE OR OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT  EXECUTED  OR  DELIVERED  IN  CONNECTION  HEREWITH OR THE TRANSACTIONS
RELATED THERETO. THIS WAIVER SHALL NOT iN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR
MODIFY  LENDER'S  ABILITY TO PURSUE REMEDIES PURSUANT TO ANY PROVISION CONTAINED
IN  ANY  NOTE  OR  OTHER  INSTRUMENT, DOCUMENT OR AGREEMENT BETWEEN BORROWER AND
LENDER.


                                     AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.

                                     By:____________________________________
                                     Print  Name:  _________________________
                                     Title:  _______________________________


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                                    EXHIBIT 2

                            GUARANTOR ACKNOWLEDGMENT

     The  undersigned  consent  and  agree  to  and acknowledge the terms of the
foregoing  Second  Amendment  Agreement.  The undersigned further agree that the
obligations  of  the  undersigned  pursuant  to  the Guaranty of Payment of Debt
executed by the undersigned shall remain in full force and be unaffected hereby.

     IN  WITNESS  WHEREOF,  the  foregoing  acknowledgment has been executed and
delivered  as  of  July  28,  2000.
                         --

                                     AIRCRAFT  SERVICE  INTERNATIONAL  INC.

                                     By:_______________________________________
                                     Print  Name:  ____________________________
                                     Title:  __________________________________

                                     ASIG  FUELING  MIAMI,  INC.

                                     By:_______________________________________
                                     Print  Name:  ____________________________
                                     Title:  __________________________________

                                     ASIG  MIAMI,  INC.

                                     By:_______________________________________
                                     Print  Name:  ____________________________
                                     Title:  __________________________________


                                     ASIG  GROUND  SERVICES,  INC.

                                     By:_______________________________________
                                     Print  Name:  ____________________________
                                     Title:  __________________________________


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