EXHIBIT  10.20.2

                            THIRD AMENDMENT AGREEMENT

          This Third Amendment Agreement is made as of the ___ day of May, 2001,
     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 Letters of Credit sublimit 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  2.1(B)  of  the  Credit  and Security Agreement is hereby
     amended  to  delete  the  first paragraph of that section there from and to
     insert  in  place  thereof  the  following:

          B.   Letters  of  Credit.  Subject to the terms and conditions of this
               Agreement,  during the Commitment Period, Lender shall issue such
               Letters of Credit for the account of Borrower or any Guarantor of
               Payment,  as  Borrower  may  from  time to time request. Borrower
               shall  not  request any Letter of Credit (and Lender shall not be
               obligated  to issue any Letter of Credit) if, after giving effect
               thereto,  (a) the aggregate undrawn face amount of all issued and
               outstanding  Letters  of  Credit would exceed Ten Million Dollars
               ($10,000,000)  or  (b)  the  sum of (i) the aggregate outstanding
               principal  amount of all Revolving Loans, plus (ii) the aggregate
               undrawn  face  amount  of  all  issued and outstanding Letters of
               Credit  would  exceed  the  Revolving  Credit  Commitment.

          2.   Concurrently  with  the  execution  of  this  Third  Amendment
               Agreement,  Borrower  shall:

               (a)  cause  each  Guarantor  of  Payment to consent, agree to and
                    acknowledge  the terms of this Third Amendment Agreement and


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                    such  Guarantor  Acknowledgment  shall  be  in  the  form of
                    Exhibit  1.  attached  hereto;
                    ----------

                    (b)  pay  to Lender, on the date hereof, an amendment fee in
                         an amount equal to Eight Thousand Dollars ($8,000); and

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

          5. Borrower hereby represents and warrants to Lender that (a) Borrower
     has  the  legal  power  and  authority  to  execute  and deliver this Third
     Amendment  Agreement;  (b)  the  officer  executing  this  Third  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
     alter  the  execution  and delivery of this Third 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 Third Amendment Agreement constitutes a valid
     and  binding  obligation  of  Borrower  in  every  respect,  enforceable in
     accordance  with  its  terms.

          6. In consideration of this Third 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 arid 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  Third  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.

          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 PROVISION CONTAINED
IN  ANY  NOTE  OR  OTHER  INSTRUMENT, DOCUMENT OR AGREEMENT BETWEEN BORROWER AND
LENDER.


                                      AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.




                                      KEY CORPORATE CAPITAL INC

                                      By:_______________________________


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                                    EXHIBIT 1

                            GUARANTOR ACKNOWLEDGMENT

     The  undersigned  consent  and  agree  to  and acknowledge the terms of the
foregoing  Third  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  May  ,  2001.

                                      AIRCRAFT  SERVICE  INTERNATIONAL,  INC.

                                      By:_______________________________


                                      ASIG  FUELING  MIAMI,  INC.

                                      By:_______________________________


                                      ASIG  MIAMI,  INC.

                                      By:_______________________________


                                      ASIG  GROUND  SERVICES,  INC.

                                      By:_______________________________


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