EXHIBIT 10.17


STATE OF GEORGIA
COUNTY OF DEKALB

	OFFICE LEASE AGREEMENT

THIS LEASE is made and entered into the 31st day of January 1997 
by and between Globe Corporate Center hereinafter called 
"Landlord", and International Airline Support Group, Inc., 
hereinafter called "Tenant".

	WITNESSETH:

1. PREMISES AND TERM
Landlord hereby leases to Tenant and Tenant hereby rents and 
leases from Landlord, for the term and on the conditions herein 
set out the following described office space, hereinafter called 
the "Premises"                  

Approximate Square Feet of Area:     2,315
Floor Number                          2nd
Present Numbering of Suite:           200

located in the Globe Corporate Center building in land lot 270 of 
the 18t district in DEKALB County, Georgia (hereinafter called 
the "Building"), the address of which building is 1954 Airport 
Road, Chamblee, Georgia 30341, the premises being more 
particularly shown and outlined on the floor plans attached 
hereto as Exhibit "A" and made a part hereof, for a term to 
commence on the 1st day of February 1997 and end at midnight on 
the 31st day of January 2000 such period being hereinafter called 
the "Term".

2. RENTAL
Tenant agrees to pay Landlord at 1954 Airport Rd., Chamblee, GA 
30341 or such other place as Landlord may from time to time 
designate in writing, without demand, deduction or set-off, 
annual rental in the amount of $31,252.50 hereinafter called 
"Base Rental" payable in equal monthly installments of $2,604.38 
in advance on the first day of each calendar month.  (A pro rata 
monthly installment shall be paid for the first and last month of 
the Term should the Term begin or end on other than the first or 
last day of the calendar month.)

3. USE
Tenant agrees to use and occupy the Premises as office space 
only.  Tenant's use of the Premises shall not violate any 
ordinance, law or regulation of any government body or the "Rules 
and Regulations" of Landlord herein provided for.  Tenant 
specifically agrees not to use the premises or to permit them to 
be used in any manner which could be reasonably objected to by 
other tenants of the Building as interfering with the conduct of 
their business.

4. ACCEPTANCE OF PREMISES
The entering into possession of Premises by Tenant at 
commencement of the Term shall be deemed to be an acceptance of 
the Premises by Tenant, who thereby acknowledges that Premises 
and the Building are in appropriate and satisfactory condition 
for Tenant's intended use.


5. TENANT'S OBLIGATION FOR CARE OF PREMISES
IMPROVEMENTS; PERSONAL PROPERTY
(1) Tenant agrees that, at Tenant's expense, tenant will take 
good care of Premises and the fixtures and appurtenances therein, 
and will suffer no active or permissive waste or injury thereof. 
 Tenant agrees that it will, at Tenant's expense, but under the 
direction of Landlord, promptly repair any injury or damage to 
Premises or Building caused by the misuse or neglect thereof by 
Tenant, and by persons permitted on Premises by Tenant, and by 
Tenant moving into or out of Premises.

(2) Tenant agrees that it will not, without Landlord's prior 
written consent, make alterations, additions or improvements in 
or about Premises, and will not do anything to or on the Premises 
which will increase the rate of any fire insurance which could be 
applicable to the Building.  Tenant agrees to promptly pay when 
due the cost of all alterations, additions, or improvements of a 
permanent nature made or installed by Tenant to the Premises, 
which shall become the property of Landlord at the expiration of 
this Lease.  Notwithstanding the consent of Landlord granted for 
Tenant improvements, Landlord nonetheless reserves the right, at 
Landlord's option, to require Tenant at the end of the Term to 
remove any improvements or additions made to the Premises by 
Tenant, and to repair and restore Premises to their condition 
prior to such alteration, addition, or improvement, natural wear 
and tear only excepted.  Lessor, at the time of its written 
consent to such alterations, additions, or improvements, shall 
notify Tenant in writing whether Tenant shall be requested to 
remove same at the end of the term.  Tenant shall on demand of 
Landlord promptly pay or otherwise cause to be discharged any 
lien for material or labor which is claimed against the Premises 
on account of Tenant's work if such claim should arise, and 
Tenant hereby indemnifies and holds Landlord harmless from and 
against any and all costs, expenses, or liabilities incurred by 
landlord as a result of such liens.

(3) Tenant agrees that all personal property brought into the 
Premises by Tenant, its employees, licenses, and invitees shall 
be at the sole risk of Tenant, and that Landlord shall not be 
liable for theft thereof, or of money deposited therein, or for 
any damages thereto, such theft or damage being the sole 
responsibility of Tenant.  Tenant agrees that it will, no later 
than the last day of the Term, remove all of Tenant's personal 
property and repair all injury done by or in connection with 
installation or removal of said property and surrender the 
Premises together with all keys to Premises in as good condition 
as they were at the beginning of the Term, reasonable wear and 
tear excepted.  All property of Tenant remaining on the Premises 
after expiration of the Term shall be deemed conclusively 
abandoned and may be removed by Landlord, and Tenant shall 
reimburse Landlord for the cost of removing the same.   Tenant 
agrees not to remove Tenant's personal property from the Premises 
during the continuance of any default by Tenant under this Lease.

(4) Tenant agrees not to place or maintain any food or drink 
coin-operated or vending machines within Premises or Building 
without the written consent of Landlord.


6. SERVICES
Landlord agrees to provide, at Landlord's expense for the benefit 
of Tenant, reasonable heating and cooling of the premises, 
electric power for lighting and for small desk-top or hand-held 
types of office machines such as typewriters, personal computers, 
and the like (but not including any free standing equipment such 
as main line computers) during the hours of 8:00 a.m. to 7:00 
p.m. on Mondays thru Sundays, holidays excepted.  Landlord agrees 
to furnish maintenance services for the public areas of the 
building and grounds.  Tenant agrees that landlord shall not be 
or become liable for any injury or damage to Tenant or Tenant's 
property which occurs as a result of Landlord's failure to 
provide these services to Tenant unless such failure occurs due 
to landlord's gross negligence.

7. DESTRUCTION OR DAMAGE TO PREMISES
(1) If the Premises are totally destroyed (or so substantially 
damaged as to be untentable) by storm, fire, earthquake, or other 
casualty, rent shall abate from the date of such damage or 
destruction.  In the event the Landlord elects not to complete 
restoration of the Premises within 120 days of such damage or 
destruction, this Lease may be terminated as of the date of such 
damage or destruction upon written notice from either party to 
the other given not more than ten (10) days following the 
expiration of the said 120 day period.  In the event such notice 
is not given, then this lease shall remain in force and effect 
and rent shall commence upon delivery of the Premises to Tenant 
in a tenantable condition.

(2) If the Premises are damaged but not rendered wholly 
untentable by any of the events of casualty referred to in 
subparagraph (a) above, rental shall abate in such proportion as 
the Premises are untentable and Landlord shall have the option to 
restore the Premises, whereupon full rent shall commence again.  
If Lessor elects not to restore the Premises, Tenant may 
terminate this lease upon 30 days' advance written notice.

(3) Notwithstanding the foregoing, rent shall not abate if the 
damage or destruction of the Premises, whether total or partial, 
is the result of any negligence of Tenant, its agents, or 
employees.

8. DEFAULT BY TENANT - LANDLORD'S REMEDIES

(1) If Tenant continues in default for five (5) calendar days 
after Landlord gives Tenant written notice of default by Tenant 
in paying any and all rentals or additional rentals reserved 
herein; or if Tenant continues in default for five (5) calendar 
days after Landlord gives written notice to Tenant of Tenant's 
default in performing the obligations of Tenant hereunder, or is 
adjudicated bankrupt; or if a permanent receiver is appointed for 
Tenant's property, including Tenant's interest in the premises, 
and such receiver is not removed within sixty (60) days after 
written notice from Landlord to Tenant to obtain such removal; or 
if, whether voluntarily or involuntarily, Tenant takes advantage 
of any debtor relief proceedings under any present or future law, 
whereby the rent or any part thereof is deferred; or if Tenant 
makes an assignment for the benefit of creditors; or if the 
Premises or Tenant's effects or interest therein should be levied 
or dissolved within fifteen (15) days after written notice from 
Landlord to Tenant to obtain satisfaction thereof, or if the 
premises shall be abandoned by Tenant or become vacant during the 
term hereof (after an authorized assignment or subletting, the 
occurring of any of the foregoing defaults or events shall affect 
this lease only if upon the occurrence of any of said events, 
Landlord at its option may at once, or within six (6) months 
thereafter, but only during continuance of such default or 
condition, without being deemed to have made an election among 
remedies or to have waived any of its other rights.

(1) Terminate this lease by written notice to Tenant, whereupon 
this Lease shall end.  Upon such termination by Landlord, Tenant 
will at once surrender possession of the Premises to Landlord and 
remove all of Tenant's effects therefrom, and Landlord may 
forthwith re-enter the Premises, repossess itself thereof, and 
remove all persons and effects therefrom, using such force as may 
be necessary without being guilty of trespass, forcible entry or 
detainer or other tort; or

(2) Terminate Tenant's right to possession and enter upon and 
rent the Premises to the best price obtainable by reasonable 
effort, without advertisement, and by private negotiations and 
for any term Landlord deems proper, Tenant shall, upon receipt of 
such notice, surrender possession of premises to Landlord and 
remove all of Tenant's effects therefrom, and Landlord may 
forthwith re-enter the premises and repossess itself thereof, 
remove all persons and effects therefrom, using such force as may 
be necessary without being guilty of trespass, forcible entry or 
detainer or other tort.  Tenant shall be liable to Landlord for 
the deficiency, if any, between the amount of all rent in the 
Lease and the net rent, if any, collected by Landlord in 
reletting the premises, which deficiency shall be due and payable 
by Tenant immediately upon notice from Landlord.  Net rent shall 
be computed by deducting from gross rents collected all expenses 
or costs of whatsoever nature incurred by Landlord in reletting 
including, but no limited to, attorneys, fees, brokers 
commissions, and the cost of renovating or remodeling the 
Premises, amortized over the remaining term of the lease.

(2) Any installment of rent required to be paid by Tenant which 
is not paid when due, shall bear interest at the rate of twelve 
percent (12%) per annum from the due date until paid, or Tenant 
shall pay to Landlord the sum of Ten dollars ($10.00), whichever 
sum is greater, as a late charge for the purpose of reimbursing 
Landlord for expenses incurred by reason of such failure by 
Tenant, which charges Tenant acknowledges to be a reasonable and 
ordinary expense of Landlord.

(3) No termination of this Lease, except as permitted in 
paragraph 7, prior to the normal ending thereof by lapse of time 
or otherwise shall affect Tenant's obligation to pay and 
Landlord's right to collect the entire rent reserved in this 
lease prior to termination.


(4) In the event Landlord elects to terminate this Lease as 
herein above provided, Landlord may, in addition to any other 
remedies it may have, recover from Tenant all damages Landlord 
may incur by reason of such default, including the cost of 
recovering the premises, reasonable attorney's fees and including 
the worth at the time of such termination of the excess, if any, 
of the amount of rent in this Lease for the remainder of the Term 
over the then reasonable rental value of Premises for the 
remainder of the Term, all of which amounts shall be immediately 
due and payable from Tenant to Landlord on a present value basis. 
 The term "reserved" as applied to rent or additional rent in 
this Lease shall mean any and all payments to which Landlord is 
entitled hereunder during the entire term of the Lease.

(5) Pursuit of any of the foregoing remedies by Landlord shall 
not preclude Landlord's pursuit of any of the other remedies 
herein provided or any other remedies provided by law.

(6) Tenant agrees to pay all attorneys' fees incurred by 
Landlord as a result of any breach or default by Tenant under 
this Lease, including the collection of any rents owning under 
this Lease.

9. ASSIGNMENT AND SUBLETTING
Tenant agrees that it will not, without the prior written consent 
of Landlord, assign this Lease or any interest thereunder, or 
sublet Premises or any part thereof, or permit the use of 
Premises by any party other than Tenant, but Landlord shall not 
unreasonably withhold said consent.  Consent by Landlord to one 
assignment or sublease shall not destroy or waive this provision, 
and all later assignments and subleases shall likewise be made 
upon prior written consent of Landlord.  Sublessees and assignees 
shall become liable directly to Landlord for all obligations of 
Tenant hereunder without relieving Tenant's liability.

10. CONDEMNATION
If all or any part of the Premises are either taken under power 
of eminent domain or purchased under threat of and in lieu of 
such taking, this Lease shall expire on the date when title shall 
vest in such condemnor.  Any rent paid for any period beyond said 
date shall be repaid to Tenant.  Tenant shall not be entitled to 
any part of such condemnation award or purchase price of any 
payment in lieu thereof.

11. INSPECTIONS
Landlord may enter Premises at reasonable hours to exhibit same 
to prospective purchasers or tenants; to inspect Premises to see 
that Tenant is complying with all of its obligations hereunder; 
and to make repairs required of Landlord under the terms hereof 
and repairs to any other space in the building, as long as such 
inspection or repairs do not unreasonably disrupt Tenant's normal 
business operations.

12. SUBORDINATION

At Landlord's option, this Lease may be made subject and 
subordinate to any underlying land leases and deeds to secure 
debt which may now or hereafter affect the real property of which 
the promises form a part, and also to all renewals, 
modifications, extensions, consolidations, and replacements of 
such underlying land leases and deeds to secure debt.  Tenant 
hereby nominates and appoints Landlord as Tenant's attorney-in-
fact for the limited purpose of authorizing and empowering 
Landlord to make and execute in Tenant's name and in Tenant's 
behalf, at any time and from time to time, all documents in 
recordable form which are required, in Landlord's sole judgment, 
to accomplish such subordination of Tenant's rights and interest 
in and under this Lease.  This power of attorney is coupled with 
an interest and is irrevocable by Tenant.  In confirmation of the 
subordination set forth in this Paragraph 12, Tenant agrees that 
it will, at Landlord's request, execute and deliver such further 
instruments as may be desired by any lessor under any underlying 
land leases to further evidence this subordination of Tenant's 
interest.

13. INDEMNITY AND HOLD HARMLESS
Tenant agrees to indemnify, defend, and hold harmless the 
Landlord at Tenant's expense, against any default by Tenant or 
any sub-tenant hereunder, any act negligence of Tenant or its 
agents, contractors, employees, sub-tenants, invitees, or 
licensees, and any and all claims for damages to persons or 
property, costs or penalties by reason of Tenant's use or 
occupancy of the Premises.

14. TENANTS INSURANCE AND WAIVER OF SUBROGATION
Tenant shall carry fire and extended coverage insurance insuring 
its interest in Tenant's improvements in Premises and its 
interest in its office furniture, equipment, supplies, and other 
personal property, and Tenant hereby waives any rights of action 
against Landlord for loss or damage to its improvements, 
fixtures, and personal property in premises.

15. PARKING ARRANGEMENTS
Landlord shall maintain the existing parking facilities adjacent 
to said Building for the purpose of accommodating Tenant, other 
tenants of the building, and all tenants' invitees and employees 
on a non-exclusive bases.

16. SECURITY DEPOSIT
Tenant has this day deposited with Landlord a sum equal to the 
amount of one month's rent as security for the performance by 
Tenant of all the terms, covenants, and conditions of this Lease 
upon Tenant's part to be performed, which sum shall be returned 
to Tenant within thirty (30) days after the expiration of the 
Term hereof, provided Tenant has fully performed hereunder.  
Landlord shall have the right to apply any part of said deposit 
to cure any default of Tenant and if Landlord does so, Tenant 
shall, upon demand, deposit with Landlord the amount so applied 
so that Landlord shall have the full deposit on hand at all times 
during the Term of this Lease.  In the event of a sale of the 
Building or a lease of the Building, subject to this Lease, 
Landlord shall transfer the security to the vendee or lessee, 
Landlord shall thereupon be released from all liability for the 
return of such security, and Tenant shall look solely to the new 
landlord for the return of said security.  This provision shall 
apply to every transfer or assignment made of the security to a 
new landlord.  The security deposited under this Lease shall not 
be assigned or encumbered by Tenant without the written consent 
of Landlord, and any such attempted assignment or encumbrance 
shall be void without such consent.

17. BUILDING RULES AND REGULATIONS

Tenant covenants and agrees for itself, its employees, agents, 
and invitees to abide by Landlord's Building Rules and 
Regulations which are attached hereto as Exhibit "B", and further 
to abide by all other rules and regulations which may in the 
future, from time to time, be reasonably promulgated by Landlord.

18. MISCELLANEOUS PROVISIONS
(1) The rights given to Landlord herein are in addition to any 
rights that may be given to Landlord by any statute or under law, 
and not in lieu thereof.

(2) If Tenant remains in possession of the Premises after 
expiration of the Term hereof with Landlord's written 
acquiescence but without any new written agreement between the 
parties, Tenant shall be deemed to be a tenant at will, and such 
tenancy shall be subject to all the provisions of the Lease, 
except only the Term hereof.  Nothing in this Paragraph shall be 
construed as a consent by Landlord to the possession of the 
Premises by Tenant after the expiration of the Term.

(3) If Tenant remains in possession of the Premises after 
expiration of the Term without the written acquiescence of 
Landlord, then Tenant shall be deemed to be a tenant at 
sufferance .  Notwithstanding any of the foregoing, nothing 
contained herein shall be construed to mean that the Tenant 
remaining in possession creates a renewal of this Lease, nor any 
tenancy by operation of law.

(4) This Lease contains the entire agreement of parties hereto 
and no representation, inducements, promises, or agreements, oral 
or otherwise, between the effect.  The failure of either party to 
insist in any instance on strict performance of any covenant or 
condition not be construed a waiver of such covenant, condition, 
or option in any other instance.  This Lease cannot be changed or 
terminated orally.

(5) The headings in this Lease are included for convenience only 
and shall not be taken into consideration in any construction or 
interpretation of the Lease or any of its provisions.

(6) Any notice by either party to the other shall be valid only 
if in writing and shall be deemed to be duly given if either 
actually delivered or if mailed, postage prepaid, and sent by 
registered or certified mail addressed to Tenant, at:

International Airline Support Group, Inc.
1954 Airport Road, Suite 260
Chamblee, GA 30341

and if to Landlord, at:

Globe Corporate Center
c/o DeKalb Management Co., Inc.
2392 Mt. Vernon Road, Suite 202
Dunwoody, GA 30338

or at such other address for Landlord as Landlord may designate 
by notice to Tenant.  Notices shall be deemed given, if 
personally delivered upon delivery thereof, or, if mailed upon 
the mailing thereof.

(7) Tenant hereby appoints as its agents to receive service of 
all dispossessory or distraint proceedings, then person in charge 
of Premises; and if there is no person occupying same, then such 
service may be made by attachment thereof on the main entrance of 
Premises.

(8) The provisions of this Lease shall bind and inure to the 
benefit of the Landlord and Tenant, and their respective 
successors, heirs, legal representatives, and assigns.  The term 
"Landlord" as used in the Lease, means only the owner for the 
time being of the land and Building of which Premises are a Part, 
so that in the event of any sale or sales of said property or of 
any lease thereof, the Landlord named herein shall be deemed, 
without further agreement, that such purchaser, has assumed and 
agreed to carry out any and all covenants and obligations of 
Landlord hereunder during the period such purchaser has 
possession of the land and Building.  Should the land and the 
entire Building be severed as to ownership by sale and/or lease, 
then the owner of the entire Building or lessee of the entire 
Building that has the right to lease space in the Building to 
tenants shall be deemed the "Landlord".  Tenant shall be bound to 
any such succeeding party landlord for performance by Tenant of 
all the terms, covenants, and conditions of this Lease and agrees 
to execute any attornment agreement not in conflict with the 
terms and provisions of this Lease at the request of any such 
succeeding landlord.

(9) The designations "Landlord," "Tenant," and "Agent," and 
pronouns relating thereto, as used herein, shall include male, 
female, singular and plural, corporation, partnership or 
individual, as may fit the particular parties.

Tenant has only a usufruct under this agreement, not subject to 
levy or sale; no estate shall pass out of Landlord.

(10) Time is of the essence of this Agreement.

(11) Tenant acknowledges that premises and all areas of building 
are to maintain as a smoke free environment.  No smoking will be 
allowed in any areas inside building.

19. PAYMENTS
All payments shall be made to the Lessor at such place and to 
such person as the Lessor may from time to time designate in 
writing.  Failure to make such payment by the first day of each 
month shall constitute a default under this Lease.  Rental 
payments not received by the fifth (5th) day of the month shall 
be subject to a late charge penalty of $260.44 (10%) per month 
until paid.

20. BROKERAGE
DeKalb Management Co., Inc. has represented the Lessor in this 
transaction and will be compensated by same.

21. SPECIAL STIPULATIONS
(1) Tenant shall have three (3) one-year options to renew this 
Lease with an increase of five (5) percent for the first year of 
said renewal.  Rent shall increase in years two and three by 3% 
annually.

(2) Landlord will make tenant improvements as discussed by 
Tenant and Landlord's representatives subject to final drawings 
and approval by both parties.

(3) Landlord will furnish one door sign and one sign on 
stairwell wall with Landlord's approval of sign and design.  
Tenant may install sign on pylon at Tenant's expense and with 
Landlord's prior approval.

(4) Tenant may install new window coverings at Tenant's expense 
and with Landlord's prior approval.


IN WITNESS WHEREOF, the parties have hereunto set their hands and 
seals, in two counterparts, each of which shall be deemed to be 
an original, the day and year first above written.

Tenant:

INTERNATIONAL AIRLINE SUPPORT 
GROUP, INC.


By:   __________________________________  



Landlord:

EDGAR A. NEELY III
d/b/a GLOBE CORPORATE CENTER


By:   __________________________________  
      Edgar A. Neely III



	AMENDMENT TO LEASE AGREEMENT


THIS AGREEMENT is made and entered into this 31st day of 
January, 1997, between Globe Corporate Center (hereinafter 
referred to as "Landlord") and International Airline Support 
Group, Inc. (hereinafter referred to as "Tenant").

	WITNESSETH:

WHEREAS, Landlord and Tenant entered into that certain Lease 
Agreement dated January 31, 1997, which Lease Agreement is made a 
part hereof by reference; and

WHEREAS, Landlord and Tenant wish to amend the agreement;

NOW, THEREFORE, for and in consideration of the sum of Ten 
and No/100 ($10.00) Dollars, in hand paid and receipt thereof is 
hereby acknowledged, Landlord and Tenant hereby agree as follows:

I.      Tenant shall have the right of first refusal to lease the 
adjacent Suite 202, consisting of 893 rentable square feet, 
if and when said space becomes available.

II.     The following lease terms are good for 90 days and are as 
follows:

A.      Lease Term to be concurrent with International Airline 
Support Group, Inc.'s original lease on Suite 200.

B.      Rent shall be $13.50 psf or $1,004.63 per month.

C.      Landlord will remove two walls, cut a door between two 
suites as shown on attached floor plan, paint all 
walls, and recarpet entire suite.

D.      Landlord will add a glass wall and door in Suite 200 as 
shown on attached plan and bill Tenant for this cost.

III.    A.      If Suite 200 is not ready for occupancy by February 1, 
1997, then Tenant will pay a pro-rated rent from the 
date of occupancy.

B.      Tenant Finish in Suite 200 consists of reconfiguring 
spaces as per the Exhibit attached to that lease, 
installing double French doors with transom and 
sidelights in corner suite, and repainting and 
recarpeting entire suite.


IN WITNESS WHEREOF, the parties have hereunto set their 
hands and seals, in two counterparts, each of which shall be 
deemed to be an original, the day and year first above written.

Tenant:

INTERNATIONAL AIRLINE SUPPORT 
GROUP, INC.


By:    /s/ A.A. Dyer                                           
       ___________________________________



Landlord:

EDGAR A. NEELY, III
d/b/a GLOBE CORPORATE CENTER


By:    /s/ Edgar A. Neely, III                                   
      ____________________________________
      Edgar A. Neely, III

	AMENDMENT TO LEASE AGREEMENT


THIS AGREEMENT is made and entered into this 27th day of 
February, 1997, between Globe Corporate Center (hereinafter 
referred to as "Lessor") and International Airline Support Group, 
Inc. (hereinafter referred to as "Lessee").

	WITNESSETH:

WHEREAS, Lessor and Lessee entered into that certain Lease 
Agreement dated January 31, 1997, which Lease Agreement is made a 
part hereof by reference; and

WHEREAS, Lessor and Lessee are desirous of amending said 
lease;

NOW, THEREFORE, for and in consideration of the sum of Ten 
and No/100 ($10.00) Dollars, in hand paid and receipt thereof is 
hereby acknowledged, Lessor and Lessee hereby agree as follows:

	1.

Beginning March 15, 1997, the square footage of the leased 
premises shall be increased to include Suite 202 and 203, 
consisting of an additional 1,288 square feet for a total leased 
of 3,603 square feet.

	2.

Rent for March 1997 shall be $3,304.19.  The addition of 395 
square feet shall be rent free for the months of April, May, and 
June of 1997.  The total rent due for this three month period 
shall be $3,609.00 per month.  Beginning July 1, 1997, the rent 
shall be $4,004.00 per month.

	3.

Rental payments not received by fifth (5th) day of the month 
shall be subject to a late charge penalty of $400.40 (10%) per 
month until paid.

	4.

Landlord will make tenant improvements prior to March 15, 
1997, as shown on attached floor plan.

	5.

Except as amended herein, all other terms and conditions of 
the Lease Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have hereunto set their 
hands and seals, in two counterparts, each of which shall be 
deemed to be an original, the day and year first above written.

Landlord:

EDGAR A. NEELY, III
d/b/a GLOBE CORPORATE CENTER


By:   /s/ Edgar A. Neely, III                                    
      __________________________________
	  Edgar A. Neely, III



Tenant:

INTERNATIONAL AIRLINE SUPPORT 
GROUP, INC.


By:  /s/ James Isaacson                                           
     _____________________________________