Exhibit 99.3  Amendment to Loan Documents  THIS AMENDMENT TO LOAN DOCUMENTS (this Amendment) is
made as of March 30, 2004, by and between INNOVATIVE
SOLUTIONS AND SUPPORT, LLC (the Borrower),
and PNC BANK, NATIONAL ASSOCIATION (the Bank).  BACKGROUND  A.The Borrower has executed and delivered to
the Bank (or a predecessor which is now known by the Banks name as set forth
above), one or more promissory notes, letter agreements, loan agreements,
security agreements, mortgages, pledge agreements, collateral assignments, and
other agreements, instruments, certificates and documents, some or all of which
are more fully described on attached Exhibit A, which is made a part of
this Amendment (collectively as amended from time to time, the Loan Documents) which evidence or secure some or all of
the Borrowers obligations to the Bank for one or more loans or other
extensions of credit (the Obligations).  B.The Borrower and the Bank desire to amend the
Loan Documents as provided for in this Amendment.  NOW, THEREFORE,
in consideration of the mutual covenants herein contained and intending to be
legally bound hereby, the parties hereto agree as follows:  1.Certain of the Loan Documents are amended as
set forth in Exhibit A. Any and all references to any Loan Document in any
other Loan Document shall be deemed to refer to such Loan Document as amended
by this Amendment. This Amendment is deemed incorporated into each of the Loan
Documents. Any initially capitalized terms used in this Amendment without definition
shall have the meanings assigned to those terms in the Loan Documents. To the
extent that any term or provision of this Amendment is or may be inconsistent
with any term or provision in any Loan Document, the terms and provisions of
this Amendment shall control.  2.The Borrower hereby certifies that: (a) all
of its representations and warranties in the Loan Documents, as amended by this
Amendment, are, except as may otherwise be stated in this Amendment: (i) true
and correct as of the date of this Amendment, (ii) ratified and confirmed
without condition as if made anew, and (iii) incorporated into this
Amendment by reference, (b) no Event of Default or event which, with the
passage of time or the giving of notice or both, would constitute an Event of
Default, exists under any Loan Document which will not be cured by the
execution and effectiveness of this Amendment, (c) no consent, approval,
order or authorization of, or registration or filing with, any third party is
required in connection with the execution, delivery and carrying out of this
Amendment or, if required, has been obtained, and (d) this Amendment has
been duly authorized, executed and delivered so that it constitutes the legal,
valid and binding obligation of the Borrower, enforceable in accordance with
its terms. The Borrower confirms that the Obligations remain outstanding
without defense, set off, counterclaim, discount or charge of any kind as of
the date of this Amendment.  3.The Borrower hereby confirms that any
collateral for the Obligations, including liens, security interests, mortgages,
and pledges granted by the Borrower or third parties (if applicable), shall
continue unimpaired and in full force and effect, and shall cover and secure all of the Borrowers existing and future Obligations
to the Bank, as modified by this Amendment.  Form 17A  Multistate Rev. 1/02


4.As a condition precedent to the effectiveness
of this Amendment, the Borrower shall comply with the terms and conditions (if
any) specified in Exhibit A.  5.To induce the Bank to enter into this
Amendment, the Borrower waives and releases and forever discharges the Bank and
its officers, directors, attorneys, agents, and employees from any liability,
damage, claim, loss or expense of any kind that it may have against the Bank or
any of them arising out of or relating to the Obligations. The Borrower further
agrees to indemnify and hold the Bank and its officers, directors, attorneys,
agents and employees harmless from any loss, damage, judgment, liability or expense
(including attorneys fees) suffered by or rendered against the Bank or any of
them on account of any claims arising out of or relating to the Obligations.
The Borrower further states that it has carefully read the foregoing release
and indemnity, knows the contents thereof and grants the same as its own free
act and deed.  6.This Amendment may be signed in any number of
counterpart copies and by the parties to this Amendment on separate
counterparts, but all such copies shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Amendment
by facsimile transmission shall be effective as delivery of a manually executed
counterpart. Any party so executing this Amendment by facsimile transmission
shall promptly deliver a manually executed counterpart, provided that any
failure to do so shall not affect the validity of the counterpart executed by
facsimile transmission.  7.This Amendment will be binding upon and inure
to the benefit of the Borrower and the Bank and their respective heirs,
executors, administrators, successors and assigns.  8.This Amendment has been delivered to and
accepted by the Bank and will be deemed to be made in the State where the Banks
office indicated in the Loan Documents is located. This Amendment will be
interpreted and the rights and liabilities of the parties hereto determined in
accordance with the laws of the State where the Banks office indicated in the
Loan Documents is located, excluding its conflict of laws rules.  9.Except as amended hereby, the terms and
provisions of the Loan Documents remain unchanged, are and shall remain in
full force and effect unless and until
modified or amended in writing in accordance with their terms, and are hereby ratified and confirmed. Except as
expressly provided herein, this Amendment shall not constitute an amendment,
waiver, consent or release with respect to any provision of any Loan Document, a waiver of any default or Event of
Default under any Loan Document, or a waiver or release of any of the Banks
rights and remedies (all of which are hereby reserved). TheBorrower expressly ratifies and
confirms the confession of judgment (if applicable) and waiver of jury trial
provisions contained in the Loan Documents.  2


WITNESSthe due execution of this
Amendment as a document under seal as of the date first written above.  WITNESS / ATTEST:
  INNOVATIVE SOLUTIONS AND SUPPORT, LLCBy
  Innovative Solutions and Support, Inc.,
  its sole member and manager:/s/ Jan Donovan
  
  By:
  /s/ James J. Reilly(SEAL)Print Name:
  Jan Donovan
  
  Print Name:
  James J. ReillyTitle:
  
  
  Title:
  
  C.F.O.(Include
  title only if an officer of entity signing to theright)PNC BANK, NATIONAL ASSOCIATIONBy:
  /s/ Kristine Manili(SEAL)Print Name:
  Kristine ManiliTitle:
  
  Vice President  3


EXHIBIT A TO
AMENDMENT TO LOAN DOCUMENTS
DATED AS OF March 30, 2004  A.The Loan Documents that are the subject of
this Amendment include the following (as any of the foregoing have previously
been amended, modified or otherwise supplemented):  1.Reimbursement, Credit and Security Agreement dated as of August 1, 2000, as amended (the Reimbursement
Agreement)  2.Letter of Credit No. S231762NWP dated August 8, 2000  3.Guaranty and Surety Agreement dated as of August 1, 2000  4.Security Agreement dated as of August 1,
2000 from Borrower and each
Guarantor  5.Mortgage and Security Agreement dated as of August 1,
2000  6,All other documents, instruments, agreements,
and certificates executed and delivered in connection with the Loan Documents
listed in this Section A.  B.The Loan Documents are amended as follows:  1.The Reimbursement Agreement is hereby amended
as follows:  (a)Section 2.02(b) is amended to
reduce the commitment fee on the Letter of Credit Amount from one and one-half
percent (1.5%) per annum to three-quarters of one percent (.75%) per annum, effective as of the date this Amendment is fully executed.  (b)Section 6.10(b) is amended to
change the lead-in phrase thereof to read in full as follows:  Within
45 days after the end of each of the first three fiscal quarters of each Fiscal
Year of IS&S, Inc.:  C.Conditions to Effectiveness of Amendment: The
Banks willingness to agree to the amendments set forth in this Amendment are subject
to the prior satisfaction of the following conditions:  1.Execution by all parties and delivery to the
Bank of this Amendment,
including the attached Consent.


CONSENT OF GUARANTOR  Each of the undersigned guarantors (jointly and severally if more than
one, the Guarantor) consents to the provisions
of the foregoing Amendment (the Amendment)
and all prior amendments (if any) and confirms and agrees that: (a) the
Guarantors obligations under its Guaranty and Surety Agreement dated as of August 1,
2000 (collectively if more than one, theGuaranty), relating to the Obligations mentioned in the
Amendment, shall be unimpaired by the Amendment; (b) the Guarantor has no
defenses, set offs, counterclaims, discounts or charges of any kind against the Bank, its officers, directors, employees, agents or
attorneys with respect to the Guaranty; and (c) all of the terms,
conditions and covenants in the Guaranty remain unaltered and in full force and
effect and are hereby ratified and confirmed and apply to the Obligations, as
modified by the Amendment. The Guarantor certifies that all representations and
warranties made in the Guaranty are true and correct.  The Guarantor hereby confirms that any collateral for the Obligations,
including liens, security interests, mortgages, and pledges granted by the
Guarantor or third parties (if applicable), shall continue unimpaired and in
full force and effect, shall cover and secure all of the Guarantors existing
and future Obligations to the Bank, as modified by this Amendment.  By signing below, each Guarantor who is an individual provides written
authorization to the Bank or its designee (and any assignee or potential assignee
hereof) to obtain the guarantors personal credit profile from one or more
national credit bureaus. Such authorization shall extend to obtaining a credit
profile for the purposes of update, renewal or extension of such credit or
additional credit and for reviewing or collecting the resulting account. A
photocopy or facsimile copy of this authorization shallbe valid as the original. By signature below, each such Guarantor affirms
his/her identity as the respective individual(s) identified in the Guaranty.  The Guarantor ratifies and confirms the indemnification, confession of
judgment (ifapplicable)
and waiver of jury trial provisions contained inthe Guaranty.


WITNESS the
due execution of this Consent as a document under seal as of the date of this
Amendment, intending to be legally bound hereby.  WITNESS / ATTEST:
  INNOVATIVE SOLUTIONS AND
  SUPPORT, INC./s/ Jan Donovan
  
  By:
  /s/ James J. Reilly(SEAL)Print Name:
  Jan Donovan
  
  Print Name:
  James J. ReillyTitle:
  
  
  Title:
  
  C.F.O.(Include
  title only if an officer of entity signing to theright)IS&SDELAWARE, INC./s/ Jan Donovan
  
  By:
  /s/ James J. Reilly(SEAL)Print Name:
  Jan Donovan
  
  Print Name:
  James J. ReillyTitle:
  
  
  Title:
  
  C.F.O.(Include
  title only if an officer of entity signing to theright)