Exhibit 99.2  AMENDMENT  THIS AMENDMENT (this Amendment) is made as
of this 29 day of November, 2002, by and between INNOVATIVE SOLUTIONS AND
SUPPORT, LLC (the Borrower) and PNC BANK, NATIONAL ASSOCIATION (the Bank).  RECITALS:  A.The Bank and the Borrower
entered into a Reimbursement, Credit and Security Agreement dated as of August 1,
2000 (the Agreement), pursuant to which the Bank agreed to issue a letter of
credit for the account of the
Borrower in connection with the issuance of certain industrial development
revenue bonds on behalf of the Borrower.  B.In order to
clarify their original understanding and to make certain other changes to the
Agreement, the Borrower and the Bank have agreed to amend the Agreement on the
terms and subject to the conditions set forth herein.  NOW, THEREFORE,in
consideration of the foregoing and for good and valuable consideration, the
legality and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound
hereby, agree as follows:  1.Definitions.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the
Agreement.  2.Amendment to Agreement. The Agreement is
hereby amended effective as of September 30, 2001 (the Effective Date)
as follows:  (a)The definitions of EBITDA
and Fixed Charge Ratio in Section 1.01
are amended and restated to read in full as follows:  EBITDA means on the date of determination the sum of (i) net
income(or loss) plus
(ii) interest expense plus
(iii) income tax expense plus depreciation expense plus amortization expense, in each
case determined on a consolidated basis for IS&S, Inc. and its
subsidiaries for the previous four
consecutive fiscal quarters.  Fixed
Charge Ratio means on the date of determination the ratio of (i) EBITDA
to (ii) the sum of interest expenseplus Current Maturities plus
unfunded capital expenditures plus dividends plus income tax
expense, in each case determined for
IS&S, Inc. and its subsidiaries on a consolidated basis for the previous four consecutive fiscal
quarters.


(b)The following
definition of Current Maturities is added to Section 1.01 in the
appropriate alphabetical order:  Current Maturities means the scheduled payments of principal on all
indebtedness for borrowed money having anoriginal term of more than one year
(including but not limited to amortization of capitalized lease obligations),
as shown on IS&S, Inc.s consolidated financial statements as of one
year prior to the date of determination.  (c)Section 6.10(c) is
hereby deleted.  (d)Section 6.21(b) is
hereby amended and restated to read in full as follows:  (b) IS&S, Inc., on a consolidated basis, shall maintain at
all times a Fixed Charge Ratio equal to or greater than 1.25:1.00, calculated
at the end of each fiscal quarter of IS&S, Inc.  3.Amendmentstothe Other Documents.  All references to the Agreement in the Collateral
Documents or the Bond Documents and in any documents executed in connection
therewith shall be deemed to refer to the Agreement as amended by this
Amendment.  4.Ratification of the OtherDocuments.  Notwithstanding anything to the contrary herein
contained or any claims of the parties to the contrary, the Bank and the
Borrower agree that the Agreement and the Collateral Documents and each of the
documents executed in connection therewith are in full force and effect and
each such document shall remain in full force and effect, as further amended by
this Amendment, and the Borrower hereby ratifies and confirms its obligations
thereunder.  5.Representationsand Warranties.  (a)The Borrower hereby
certifies that (i) the representations and warranties of the Borrower in
the Agreement are true and correct in all material respects as of the date
hereof, as if made on the date hereof and (ii) no Event of Default and no
event which could become an Event of Default with the passage of time or the
giving of notice, or both, under the Agreement or the Collateral Documents
exists on the date hereof.  (b)The Borrower further
represents that it has all the requisite power and authority to enter into and
to perform its obligations under this Amendment, and that the execution,
delivery and performance of this Amendment have been duly authorized by all
requisite action and will not violate or constitute a default under any
provision of any applicable law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award presently in effect or of the
organizational documents of the Borrower, or of any indenture, note, loan or
credit agreement, license or any other agreement, lease or instrument to which
the Borrower is a party or by which the Borrower or any of its properties is
bound.  (c)The Borrower also
further represents that the Borrowers reimbursement obligation under the
Agreement is absolute and unconditional, and there exists no right of set off  2


or recoupment, counterclaim or defense of any nature whatsoever to
payment ofsuch obligations.  6.Conditions
Precedent.  The amendments set
forth herein shall be effective as of the Effective Date upon the fulfillment,
to the satisfaction of the Bank and its counsel, of the following conditions
precedent:  (a)The Borrower shall
have delivered to the Bank the following, all of which shall be in form and
substance satisfactory to the Bank and shall be duly completed and executed:  (i)a fully executed
counterpart of this Amendment, including the Consent of Guarantors; and  (ii)such additional
documents, certificates and information as the Bank may reasonably request.  (b)The representations
and warranties set forth in the Agreement shall be true and correct on and as
of the date hereof.  (c)No Event of Default
hereunder, and no event which, with the passage of time or the giving of
notice, or both, would become such an Event of Default shall have occurred and
be continuing as of the date hereof.  7.No
Waiver.  This Amendment does not
and shall not be deemed to constitute a waiver by the Bank of any Event of Default,
or of any event which with the passage of time or the giving of notice or both
would constitute an Event of Default, nor does it obligate the Bank to agree to
any further modifications to the Agreement or the Collateral Documents or
constitute a waiver of any of the Banks other rights or remedies.  8.Release
and Indemnity.  (a) Recognizing
and in consideration of the Banks agreement to the amendments provided herein,
the Borrower hereby waives and releases the Bank and its officers, attorneys,
agents, directors, and employees from any liability, suit, damage, claim,
actions, counterclaims or offsets, loss or expense of any kind or nature whatsoever
and howsoever arising, whether known or unknown and whether based on facts now
known or unknown, direct or derivative, that the Borrower, or anyone claiming
in a derivative capacity from the Borrower, ever had or has as of the date of
this Amendment against any of them including, without limitation, any of the
foregoing arising out of or relating to the Banks or such other Persons acts
or omissions with respect to this Amendment, the other documents executed in
connection herewith, the Agreement, the Collateral Documents, the Bond Documents
or any other matters described or referred to herein or therein.  (b)The Borrower further hereby agrees to
indemnify and hold the Bank and its respective officers, attorneys, agents,
directors and employees harmless from any loss, damage, judgment, liability or
expense (including counsel fees) suffered by or rendered against the Bank or
any of them on account of anything arising out of this Amendment, the
Agreement, the Collateral Documents, the Bond Documents or any other document
or instrument delivered pursuant hereto or thereto up to and including the date
of this Amendment; provided that, the  3


Borrower shall not have any obligation hereunder to the Bank or such
other Person with respect to indemnified liabilities arising from the gross
negligence or willful misconduct of the Bankor such other Person.  9.Miscellaneous.  (a)All terms,
conditions, provisions and covenants in the Agreement and the Collateral
Documents and all other documents delivered to the Bank in connection therewith
shall remain unaltered and in full force and effect except as modified or
amended hereby. To the extent that any term or provision of this Amendment is
or may be deemed expressly inconsistent with any term or provision in the
Agreement or any Collateral Document or any other document executed in
connection therewith, the terms and provisions hereof shall control.  (b)This Amendment
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous understandings and
agreements.  (c)In the event any
provisions of this Amendment shall be held invalid or unenforceable by any
court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.  (d)This Amendment shall
be governed by and construed according to the laws of the Commonwealth of
Pennsylvania.  (e)This Amendment, and
the Agreement and Collateral Documents as amended hereby, shall inure to the
benefit of, and be binding upon, the parties hereto and thereto and their
respective successors and assigns and may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  (f)The headings used
in this Amendment are for convenience of reference only, do not form a part of
this Amendment and shall not affect in any way the meaning or interpretation of
this Amendment.  4


IN WITNESS
WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written.   INNOVATIVE SOLUTIONS AND
  SUPPORT, LLCBy:
  Innovative Solutions and Support,
  Incorporated, its sole member and
  managerBy:
  /s/ James ReillyName: James ReillyTitle:   CFOPNC BANK, NATIONAL ASSOCIATIONBy:
  /s/ John M DiNapoliName: John M DiNapoliTitle:   V.P.  5