EXECUTION COPY


                      FOURTH AMENDMENT AND AGREEMENT

         FOURTH AMENDMENT AND AGREEMENT, dated as of February 2, 1998 (this
"Amendment"), to the Existing Credit Agreement (as hereinafter defined), by
and among INTERNATIONAL AIRLINE SUPPORT GROUP, INC., a Delaware corporation
(the  "Borrower"),  and  BNY  FINANCIAL CORPORATION, a New York corporation
(the "Lender").

                             RECITALS

         The Borrower and the Lender  have entered into the Existing Credit
Agreement, pursuant to which the Lender  is providing to the Borrower (i) a
$13,000,000.00 revolving credit facility (the "Revolver Facility "), (ii) a
$3,000,000.00 term loan facility (the "Term  Loan  A  Facility"),  (iii)  a
$3,750,000.00  term  loan  facility  (the  "Term  Loan B Facility"), (iv) a
$1,500,000.00 term loan facility (the "Term Loan C  Facility")  and  (v)  a
$1,600,000.00  term  loan  facility  (the "Term Loan D Facility") which are
secured  by accounts receivable, inventory  and  other  collateral  of  the
Borrower.  The Borrower has requested that the Lender provide an additional
$1,000,000.00  revolving  credit  facility  (as  defined  below,  the "Open
Purchasing  Revolver  Facility")  and  make  additional  amendments  to the
Existing Agreement as more fully described below.  Subject to the terms and
conditions  hereof,  the  Lender  is willing to provide the Open Purchasing
Revolver Facility to the Borrower and  to  amend  certain provisions of the
Existing Credit Agreement in order to effectuate the foregoing.

         In consideration of the foregoing and of the  mutual covenants and
undertakings  herein contained, the parties hereto hereby  agree  that  the
Existing Credit Agreement is amended as hereinafter provided.

                                   ****ARTII.

                                DEFINITIONS

     A.Definitions. (a) In addition to the definitions set forth in the
heading and the recitals to this Amendment, the following definitions shall
apply to this Amendment:


          "AGREEMENT":  means  the  Credit Agreement, dated as of September
30, 1996, between the Borrower and the  Lender,  as  amended  by  the First
Amendment,  Waiver  and Agreement, dated as of March 24, 1997, between  the
Borrower and the Lender,  the  Second  Amendment and Agreement, dated as of
September  9, 1997, between the Borrower  and  the  Lender  and  the  Third
Amendment and Agreement, dated as of October 15, 1997, between the Borrower
and the Lender, as further amended, supplemented or otherwise modified from
time to time up to and including this Amendment.



          "EXISTING CREDIT AGREEMENT": means the Credit Agreement, dated as
of September  30,  1996, between the Borrower and the Lender, as amended by
the First Amendment,  Waiver  and  Agreement,  dated  as of March 24, 1997,
between  the Borrower and the Lender, the Second Amendment  and  Agreement,
dated as of  September 9, 1997, between the Borrower and the Lender and the
Third Amendment  and  Agreement,  dated as of October 15, 1997, between the
Borrower  and  the  Lender, as the same  may  have  been  further  amended,
supplemented or modified  from  time  to  time  up to but not including the
effectiveness of this Amendment.

          "FOURTH  AMENDMENT  DOCUMENTS":  this  Amendment  and  any  other
agreements, instruments and documents executed or  delivered pursuant to or
in  connection  with  this  Amendment  and  the  transactions  contemplated
thereby.

          (b)  Unless otherwise indicated, capitalized  terms that are used
but  not  defined herein shall have the meanings ascribed to  them  in  the
Existing Credit Agreement.

                                   ****ARTII.

                              REPRESENTATIONS

     A.REPRESENTATIONS.  The Borrower hereby represents and warrants as
follows:

     *1.It (i) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (ii) has the power
and authority, and the legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in
which it is currently engaged, (iii) is duly qualified and in good standing
under the laws of each jurisdiction where its ownership, lease or operation
of property or the conduct of its business requires such qualification and
(iv) is in compliance with all Requirements of Law except to the extent
that the failure to comply therewith reasonably could not, in the
aggregate, be expected to have a Material Adverse Effect.

     *2.It has the power and authority, and the legal right, to make,
deliver and perform this Amendment and the other Fourth Amendment Documents
to which it is a party and to borrow under the Agreement and has taken all
necessary action to authorize the borrowings on the terms and conditions of
the Agreement and this Amendment and to authorize the execution, delivery
and performance of the Fourth Amendment Documents to which it is a party.
No consent or authorization of, filing with, notice to or other act by or
in respect of, any Governmental Authority or any other Person is required
in connection with the borrowings under the Agreement or with the
execution, delivery, performance, validity or enforceability of the Fourth
Amendment Documents to which it is a party.  Each Fourth Amendment Document
to which the Borrower is a party has been or will be duly executed and
delivered on behalf of the Borrower.  Each Fourth Amendment Document to
which the Borrower is a party when executed and delivered will constitute a
legal, valid and binding obligation of the Borrower enforceable against it
in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at
law) and an implied covenant of good faith and fair dealing.

     *3.The conditions contained in Article IV hereof have been satisfied.

     *4.Each of the Credit Documents is on the date hereof in full force
and effect.

                                  ****ARTIII.

                  AMENDMENTS TO EXISTING CREDIT AGREEMENT

     A.AMENDMENTS TO SECTION 1.

     *1. Section 1.1 of the Existing Credit Agreement is hereby amended by
inserting the following new definitions therein in alphabetical order:


          "ABR  RATE":  as of any date of determination, a rate of interest
     calculated in accordance with the following schedule:

DEBT TO EQUITY RATIO ON THE
IMMEDIATELY PRECEDING DEBT TO
EQUITY RATIO RESET DATE                 ABR RATE

Greater than or equal to 4.00           Alternate Base Rate PLUS .75 %


Greater than or equal to 3.00 but less than Alternate Base Rate PLUS .50%
4.00

Greater than or equal to 2.00 but less than Alternate Base Rate plus .25 %
3.00

Greater than or equal to 1.00 but less than Alternate Base Rate minus .25 %
2.00

Less than 1.00                          Alternate Base Rate minus .75 %


; PROVIDED, however, that if such date of determination is a Debt to Equity
Ratio Reset Date, then the  calculation  of  such rate of interest shall be
based upon the Debt to Equity Ratio on such date of determination.

          "ABR RATE Loans:" Loans, the rate of interest applicable to which
     is based upon the ABR Rate.


          "AVAILABLE OPEN PURCHASING REVOLVER  FACILITY":  at  any time, an
     amount  equal  to  the  excess,  if  any,  of  (a) the Open Purchasing
     Revolver Facility OVER (b) the aggregate unpaid  principal  amount  of
     all  Open  Purchasing  Revolver  Advances  made  by  the  Lender  then
     outstanding.

          "CONSOLIDATED  TOTAL  LIABILITIES": of any Person, as of the date
     of determination, all liabilities  of such Person and its consolidated
     Subsidiaries, if any, determined in  conformity  with  GAAP, including
     Consolidated Current Liabilities and funded Indebtedness .

          "CONTINUE",  "CONTINUATION"  and "CONTINUED" shall refer  to  the
     continuation of a LIBOR Loan from one  Interest  Period  to  the  next
     Interest Period.

          "CONVERT",   "CONVERSION"   and  "CONVERTED"  shall  refer  to  a
conversion of ABR Rate Loans into LIBOR  Loans  or  of LIBOR Loans into ABR
Rate Loans.

          "DEBT TO EQUITY RATIO": on any Debt to Equity  Ratio  Reset Date,
the  ratio  of  Indebtedness to Consolidated Tangible Net Worth, determined
with reference to  the  balance  sheet  of  the  Borrower, delivered to the
Lender under Section 6. 1, as at the end of the second month preceding such
Debt to Equity Ratio Reset Rate.

          "DEBT TO EQUITY RATIO RESET DATE": March  1,  June 1, September 1
and December 1 of each year.

          "FOURTH AMENDMENT": that certain Fourth Amendment  and Agreement,
dated as of February 2, 1998, between the Borrower and the Lender.

          "FOURTH AMENDMENT DOCUMENTS": the Fourth Amendment and  any other
agreements, instruments and documents executed or delivered pursuant  to or
in  connection  with the Fourth Amendment and the transactions contemplated
thereby.

          "FOURTH  AMENDMENT  EFFECTIVE DATE": the date on which all of the
conditions precedent to the effectiveness of the Fourth Amendment set forth
in Article IV of the Fourth Amendment are first satisfied or waived.

          "INTEREST PERIOD": with respect to any LIBOR Loan:

           *a)initially, the period commencing on the borrowing date or
     Conversion date, as the case may be, with respect to such LIBOR Loan
     and ending one, two, three or six months thereafter, as selected by
     the Borrower in its notice of borrowing or notice of Conversion, as
     the case may be, given with respect thereto; and

           *a)thereafter, each period commencing on the last day of the
     next preceding Interest Period applicable to such LIBOR Loan and
     ending one, two, three or six months thereafter, as selected by the
     Borrower by irrevocable notice to the Lender not less than three
     Business Days prior to the last day of the then current Interest
     Period with respect thereto;

PROVIDED that, the foregoing provisions  relating  to  Interest Periods are
subject to the following:

          *(1)if any Interest Period pertaining to a LIBOR Loan would
     otherwise end on a day that is not a Business Day, such Interest
     Period shall be extended to the next succeeding Business Day unless
     the result of such extension would be to carry such Interest Period
     into another calendar month in which event such Interest Period shall
     end on the immediately preceding Business Day;

          *(1)any Interest Period that would otherwise extend beyond the
     Termination Date or beyond the date final payment is due on the Term
     Loans shall end on the Termination Date or such date of final payment,
     as the case may be;

          *(1)any Interest Period pertaining to a LIBOR Loan that begins on
     the last Business Day of a calendar month (or on a day for which there
     is no numerically corresponding day in the calendar month at the end
     of such Interest Period) shall end on the last Business Day of a
     calendar month; and

          *(1)the Borrower shall select Interest Periods so as not to
     require a payment or prepayment of any LIBOR Loan during an Interest
     Period for such LIBOR Loan.

               "INTEREST RATE": the collective reference  to  the  ABR Rate
     and the LIBOR Rate.

               "LIBOR":   with  respect  to  each  day during each Interest
     Period pertaining to a LIBOR Loan, the rate per  annum  equal  to  the
     rate  at  which BNY is offered Dollar deposits at or about 10:00 A.M.,
     New York City  time,  two Business Days prior to the beginning of such
     Interest  Period  in  the   interbank   eurodollar  market  where  the
     eurodollar and foreign currency and exchange  operations in respect of
     its LIBOR Loans are then being conducted for delivery on the first day
     of such Interest Period for the number of days  comprised  therein and
     in  an  amount  comparable  to  the  amount  of  its  LIBOR Loan to be
     outstanding during such Interest Period.

               "LIBOR  LOANS": The collective reference to each  Loan,  the
     rate of interest applicable to which is based upon the LIBOR Rate.

               "LIBOR RATE":  as  of  any  date of determination, a rate of
     interest calculated in accordance with the following schedule:




DEBT TO EQUITY RATIO ON THE             LIBOR RATE
IMMEDIATELY PRECEDING DEBT TO
EQUITY RATIO RESET DATE

Greater than or equal to 4.00           LIBOR PLUS 3.75 %

Greater than or equal to 3.00 but less than LIBOR PLUS 3.50%
4.00

Greater than or equal to 2.00 but less than LIBOR PLUS 3.25 %
3.00

Greater than or equal to 1.00 but less than LIBOR PLUS 2.75 % 2.00

Less than 1.00                          LIBOR PLUS 2.25 %

; PROVIDED, however, that if such date of determination is a Debt to Equity
Ratio Reset Date, then the calculation of such  rate  of  interest shall be
based upon the Debt to Equity Ratio on such date of determination.

               "LIBOR RESERVE REQUIREMENTS": for any day as  applied  to  a
     LIBOR   Loan,   the  aggregate  (without  duplication)  of  the  rates
     (expressed as a decimal fraction) of reserve requirements in effect on
     such day (including, without limitation, basic, supplemental, marginal
     and emergency reserves under any regulations of the Board of Governors
     of the Federal Reserve  System  or other Governmental Authority having
     jurisdiction with respect thereto)  dealing  with reserve requirements
     prescribed  for  eurocurrency  funding  (currently   referred   to  as
     "Eurocurrency  Liabilities"  in Regulation D of such Board) maintained
     by a member bank of such system.

               "OPEN  PURCHASING  REVOLVER  FACILITY":  at  any  time,  the
     obligation of the Lender to make  Open Purchasing Revolver Advances to
     the Borrower hereunder in an aggregate  principal  amount  at  any one
     time  outstanding not to exceed $1,000,000.00, as such obligation  may
     be reduced from time to time in accordance with the provisions of this
     Agreement.

               "OPEN  PURCHASING  REVOLVER ADVANCES": as defined in Section
               2. 1(b).

               "REVOLVING CREDIT FACILITIES":  the  collective reference to
     the Revolver Facility and the Open Purchasing Revolver Facility.

               "TRANCHE":   the collective reference to  LIBOR  Loans,  the
     then current Interest Periods  with  respect  to all of which begin on
     the  same  date and end on the same later date (whether  or  not  such
     LIBOR Loans shall originally have been made on the same day).

     *1.The definition of the term "Applicable Margin" is hereby deleted in
its entirety.

     *2.The definition of the term "Business Day" in Section 1.1 of the
Existing Credit Agreement is hereby deleted in its entirety and replaced by
the following:


               `"BUSINESS DAY": a day other than a Saturday, Sunday or
     other day on which commercial banks in New York City are authorized or
     required by law to close, and, if such day relates to a borrowing of,
     a payment or prepayment of principal of or interest on. or a
     Conversion of or into, or an Interest Period for, a LIBOR Loan or a
     notice by the Borrower with respect to any such borrowing, payment,
     prepayment, Conversion or Interest Period, which is also a day on
     which dealings in Dollar deposits are carried out in the London
     interbank market."

     *1.The definition of the term "Credit Documents" in Section 1.1 of the
Existing Credit Agreement is hereby deleted in its entirety and replaced by
the following:


               `"CREDIT  DOCUMENTS":  this  Agreement, the First Amendment,
     the Second Amendment, the Third Amendment,  the  Fourth Amendment, the
     Security Documents, each Consent and Agreement, Term Note A, Term Note
     B,  Term  Note  C,  Term  Note  D,  any  Revolver Note and  any  other
     documents, agreements or instruments executed  and  delivered  to  the
     Lender pursuant to Section 6. 11."

     *1.The definition of the term "Facilities" in Section 1.1 of the
Existing Agreement is hereby deleted in its entirety and replaced by the
following:


               `"FACILITIES":   the  collective  reference  to the Revolver
     Facility, the Open Purchasing Revolver Facility and the  Term  Loan  A
     Facility,  the  Term Loan B Facility, the Term Loan C Facility and the
     Term Loan D Facility."

     *1.The definition of the term "Interest Payment Date" in Section 1.1
of the Existing Credit Agreement is hereby deleted in its entirety and
replaced by the following:


               `"INTEREST  PAYMENT  DATE": (a) as to any ABR Loan, the last
     day  of each calendar month, (b)  as  to  any  LIBOR  Loan  having  an
     Interest Period of three months or less, the last day of such Interest
     Period,  and (c) as to any LIBOR Loan having an Interest Period longer
     than three  months,  (i)  each  day  which is three months, or a whole
     multiple thereof, after the first day  of  such  Interest  Period, and
     (ii) the last day of such Interest Period."


     *1.The definition of the term "Loans" in Section 1. 1 of the Existing
Agreement is hereby amended in its entirety and replaced by the following:


               `"LOAN":    any   loan,  including  without  limitation  any
     Revolver Advance, any Open Purchasing  Revolver  Advance, and any Term
     Loan, made by any Lender pursuant to this Agreement.'


     *1.The definition of the term "Revolver Advances" in Section 1. 1 of
the Existing Agreement is hereby amended in its entirety and replaced by
the following:


                `"REVOLVER ADVANCES":  as defined in Section 2.1(a).'


     A.AMENDMENTS TO SECTION 2.1. Section 2.1 is hereby deleted in its
entirety and replaced by the following:


          "2.1 REVOLVING CREDIT FACILITIES.

           *a)Subject to the terms and conditions hereof, the Lender agrees
     in its reasonable discretion to make revolving credit loans ("Revolver
     Advances") to the Borrower from time to time during the period
     commencing with and including the Closing Date and ending with the
     termination of this Agreement in an aggregate principal amount at any
     one time outstanding not to exceed the lesser of the Revolver Facility
     then in effect and the Revolver Borrowing Base then in effect.  During
     the term of this Agreement the Borrower may use the Revolver Facility
     by borrowing, prepaying the Revolver Advances in whole or in part, and
     reborrowing, all in accordance with the terms and conditions hereof.
     The Revolver Advances may from time to time be (i) LIBOR Loans, (ii)
     ABR Rate Loans or (iii) a combination thereof, as determined by the
     Borrower and notified to the Lender in accordance with Sections 2.2,
     3.1 and 3.14, PROVIDED that no Revolver Advances shall be made as a
     LIBOR Loan after the day that is one month prior to the Termination
     Date.

           *a)Subject to the terms and conditions hereof, the Lender agrees
     in its reasonable discretion to make revolving credit loans ("Open
     Purchasing Revolver Advances") to the Borrower from time to time
     during the period commencing with and including the Fourth Amendment
     Effective Date and ending with the termination of this Agreement in an
     aggregate principal amount at any one time outstanding not to exceed
     the Open Purchasing Revolver Facility.  During the term of this
     Agreement the Borrower may use the Open Purchasing Revolver Facility
     by borrowing, prepaying the Open Purchasing Revolver Advances in whole
     or in part, and reborrowing, all in accordance with the terms and
     conditions hereof.  The Open Purchasing Revolver Advances may from
     time to time be (i) LIBOR Loans, (ii) ABR Rate Loans, or (iii) a
     combination thereof, as determined by the Borrower and notified to the
     Lender in accordance with Sections 2.2, 3.1 and 3.14, PROVIDED that no
     Open Purchasing Revolver Advances shall be made as a LIBOR Loan after
     the day that is one month prior to the Termination Date"

     B.AMENDMENTS TO SECTION 2.2. Section 2.2 of the Existing Agreement is
hereby deleted in its entirety and replaced with the following:


          "2.2 PROCEDURE FOR BORROWING UNDER REVOLVING CREDIT FACILITIES.

           *a)The Borrower may borrow under the Revolver Facility during
     the term of this Agreement on any Business Day in an aggregate
     principal amount not exceeding the Available Revolver Facility then in
     effect; PROVIDED that the Borrower shall give the Lender irrevocable
     notice, which notice must be received by the Lender prior to 12:00
     noon, New York City time on or prior to the requested Borrowing Date,
     specifying (i) the amount to be borrowed, (ii) the requested Borrowing
     Date, (iii) whether the borrowing is to be a LIBOR Loan, an ABR Rate
     Loan or a combination thereof and (iv) if the borrowing is to be
     entirely or partly a LIBOR Loan, the respective amounts of each such
     LIBOR Loan and the respective lengths of the initial Interest Periods
     therefor.  Upon receipt of any such notice from the Borrower, the
     Lender shall make the amount of each borrowing available to the
     Borrower by wire transfer of immediately available funds to the
     Borrower's account at First Union National Bank, Jacksonville,
     Florida, Account No. 2090000628791, ABA No. 063-000-021 or, with
     respect to Revolver Advances deemed to have been requested, by
     disbursing the amount thereof to the Lender in payment of outstanding
     Obligations.

           *a)The Borrower may borrow under the Open Purchasing Revolver
     Facility during the term of this Agreement on any Business Day in an
     aggregate principal amount not exceeding the Available Open Purchasing
     Revolver Facility then in effect; PROVIDED that the Borrower shall
     give the Lender irrevocable notice, which notice must be received by
     the Lender prior to 12:00 noon, New York City time on or prior to the
     requested Borrowing Date, specifying (i) the amount to be borrowed,
     (ii) the requested Borrowing Date, (iii) whether the borrowing is to
     be a LIBOR Loan, an ABR Rate Loan or a combination thereof and (iv) if
     the borrowing is to be entirely or partly a LIBOR Loan, the respective
     amounts of each such LIBOR Loan and the respective lengths of the
     initial Interest Periods therefor.  Upon receipt of any such notice
     from the Borrower, the Lender shall make the amount of each borrowing
     available to the Borrower by wire transfer of immediately available
     funds to the Borrower's account at First Union National Bank,
     Jacksonville, Florida, Account No. 2090000628791, ABA No. 063-000-
     021."

     B.AMENDMENTS TO SECTION 2.3.  Section 2.3 of the Existing Credit
Agreement is hereby amended by inserting the following as subsection (e) at
the end of such Section:


               "(e)  The  Term  Loans may from time to time  be  (i)  LIBOR
     Loans,  (ii)  ABR  Rate  Loans or  (iii)  a  combination  thereof,  as
     determined by the Borrower  and  notified  to the Lender in accordance
     with Sections 2.4, 3. 1 and 3.14. "

     A.AMENDMENTS TO SECTION 2.4. Section 2.4 of the Existing Credit
Agreement is hereby deleted in its entirety and replaced with the
following:


          "2.4 PROCEDURE FOR TERM LOAN BORROWING.   The Borrower shall give
     the Lender irrevocable notice, which notice must  be  received  by the
     Lender  prior  to  12:00  noon,  New  York City time, on the requested
     Borrowing Date for each Term Loan, other than any advance requested to
     be  made  in  connection with the substitution  of  Approved  Aircraft
     pursuant to Section 2.5 (each such advance, a "Substitution Advance"),
     and at least ten  (10)  Business Days prior to the requested Borrowing
     Date for any Substitution  Advance,  in  each case requesting that the
     Lender  make  such  advance  on  the  requested   Borrowing  Date  and
     specifying (i) whether the Term Loans are to be LIBOR  Loans, ABR Rate
     Loans or a combination thereof, and (ii) if the Term Loans  are  to be
     entirely  or  partly  LIBOR Loans, the respective amounts of each such
     LIBOR Loan and the respective  lengths of the initial Interest Periods
     therefor' The amount of each such  advance (including any Substitution
     Advance) shall be made available to  the  Borrower by wire transfer of
     immediately available funds to the Borrower's  account  at First Union
     National  Bank, Jacksonville, Florida, Account No. 2090000628791,  ABA
     No. 063-000-021."

     A.AMENDMENTS TO SECTION 3. 1. Sections 3. 1 (a), 3. 1 (b) and 3. 1 (c)
of the Existing Credit Agreement are hereby deleted in their entirety and
replaced with the following:


               "(a) Loans shall bear interest at a rate per annum equal to
     the Interest Rate then in effect from time to time in accordance with
     provisions of this Section 3.1 and Sections 2.2, 2.4 and 3.14 hereof.

                (b) If on any five Business Days (whether or not
     consecutive) occurring in any calendar month the amount of Revolver
     Advances outstanding on each such Business Day exceeds the lesser of
     the Revolver Borrowing Base and the Revolver Facility as in effect for
     each such Business Day with the permission of the Lender pursuant to
     Section 3.3(c), then the average daily balance of all Loans
     outstanding on each day during such month shall bear interest at the
     then applicable Interest Rate pursuant to Section 3.1(a) above, plus a
     per annum rate of one-half of one percent (0.50%).

                (c) If (i) all or a portion of (A) any principal of any
     Loan, (B) any interest payable thereon, (C) any fee payable hereunder
     or (D) any other amount payable hereunder shall not be paid when due
     (whether at the scheduled payment date or stated maturity, or by
     acceleration or otherwise, but in the case of clauses (B), (C) and (D)
     after giving effect to any applicable cure or grace period under
     Section 8(a)), or (ii) an Event of Default not occurring as a result
     of the failure to pay any such amount when due shall exist and be
     continuing, then, in each such case, the principal of the Loans and
     any such overdue interest, fee or other amount shall bear interest at
     a rate per annum which is the Interest Rate that would otherwise be
     applicable thereto pursuant to the foregoing provisions of this
     Section plus 2%, in each case from the date of such non-payment until
     such overdue principal, interest, fee or other amount is paid in full
     (as well after as before judgment)."

     A.AMENDMENTS TO SECTION 3.2. Section 3.2 of the Existing Credit
Agreement is hereby deleted in its entirety and replaced with the
following:

               "(a) The Borrower may on the last day of any Interest Period
     with respect thereto, in the case of LIBOR Loans, or at any time and
     from time to time, in the case of ABR Rate Loans, prepay either or
     both of the Revolver Advances and the Open Purchasing Revolver
     Advances, in whole or in part, without premium or penalty, after
     giving to the Lender notice, which must be received by the Lender no
     later than 12:00 noon, New York City time on the date of such
     prepayment and which must specify the date and amount of prepayment.
     If any such notice is given, the amount specified in such notice shall
     be due and payable on the date specified therein."

                (b) The Borrower may on the last day of any Interest Period
     with respect thereto, in the case of LIBOR Loans, or at any time and
     from time to time, in the case of ABR Rate Loans, prepay any or all of
     the Term Loans, in whole or in part, without premium or penalty after
     giving to the Lender notice, which must be received by the Lender no
     later than 12:00 noon, New York City time on the date of such
     prepayment and which must specify the date and amount of prepayment,
     identify the Term Loan as to which such prepayment relates and whether
     the prepayment is of LIBOR Loans, ABR Rate Loans or a combination
     thereof, and, if of a combination thereof the amount allocable to
     each.  If any such notice is given, the amount specified in such
     notice shall be due and payable on the date specified therein with
     respect to the Term Loan specified therein and the amount of such
     payments shall be applied against scheduled repayments of principal
     thereof on a PRO RATA basis and shall reduce the related Term Loan
     Facility on a dollar-for-dollar basis."

     A.AMENDMENTS TO SECTION 3.4. Section 3.4 of the Existing Credit
Agreement is hereby deleted in its entirety and replaced with the
following:


               "(a) All fees and interest shall be calculated on the basis
     of a 360-day year for the actual days elapsed.  The Lender shall as
     soon as practicable notify the Borrower of each determination of a
     LIBOR Rate.  Any change in the interest rate on a Loan resulting from
     a change in the ABR Rate or the LIBOR Reserve Requirements shall
     become effective as of the opening of business on the day on which
     such change becomes effective.  The Lender shall as soon as
     practicable notify the Borrower of the effective date and the amount
     of each such change in interest rate.

                (b) Each determination of an Interest Rate by the Lender
     pursuant to any provision of this Agreement shall be conclusive and
     binding on the Borrower in the absence of manifest error.  The Lender
     shall, at the request of the Borrower, deliver to the Borrower a
     statement showing the quotations used by the Lender in determining any
     Interest Rate pursuant to Section 3. 1 (a)."

     A.AMENDMENTS TO SECTION 3.5(B). Section 3.5(b) of the Existing Credit
Agreement is hereby amended by deleting in the eighth line thereof, after
the words "shall be" the words "three (3) Business Days" and replacing them
with the words "two (2) Business Days".

     B.AMENDMENTS TO SECTION 3.5(G). Section 3.5(g) of the Existing Credit
Agreement is hereby deleted in its entirety and replaced with the
following:


               "(g) The Borrower agrees that, upon the request by the
     Lender, the Borrower will execute and deliver to the Lender (i) a
     promissory note of the Borrower evidencing Term Loan A of the Lender,
     in form and substance acceptable to the Lender ("Term Note A"), (ii) a
     promissory note of the Borrower evidencing Term Loan B of the Lender,
     in form and substance acceptable to the Lender ("Term Note B"), (iii)
     a promissory note of the Borrower evidencing Term Loan C of the
     Lender, in form and substance acceptable to the Lender ("Term Note
     C"), (iv) a promissory note of the Borrower evidencing Term Loan D of
     the Lender, in form and substance acceptable to the Lender ("Term Note
     D"), (v) a promissory note of the Borrower evidencing the Revolver
     Advances of the Lender in form and substance acceptable to the Lender
     (a "Revolver Note"), and/or a promissory note of the Borrower
     evidencing the Open Purchasing Revolver Advances of the Lender in form
     and substance acceptable to the Lender (an "Open Purchasing Revolver
     Note")."

     A.AMENDMENTS TO SECTION 3. Section 3 of the Existing Credit Agreement
is hereby amended by incorporating the following new sections:


          "3.14  CONVERSION  AND  CONTINUATION OPTIONS. (a)The Borrower may
     elect from time to time to Convert  any  or  all  the Loans from LIBOR
     Loans  to ABR Rate Loans, by giving the Lender at least  two  Business
     Days' prior  irrevocable  notice  of  such election, PROVIDED that any
     such Conversion of Loans from LIBOR Loans may only be made on the last
     day  of an Interest Period with respect  thereto.   The  Borrower  may
     elect  from  time  to time to Convert any or all of the Loans from ABR
     Rate Loans to LIBOR Loans by giving the Lender at least three Business
     Days' prior irrevocable  notice  of such election.  Any such notice of
     Conversion of the Loans to LIBOR Loans shall specify the length of the
     initial Interest Period or Interest Periods therefor.  All or any part
     of outstanding Loans may be Converted  as  provided  herein,  PROVIDED
     that (i) no Loan may be Converted into a LIBOR Loan when any Event  of
     Default  has  occurred and is continuing and the Lender has determined
     that such a Conversion  is  not  appropriate, (ii) any such Conversion
     may only be made if, after giving  effect  thereto, Section 3.15 shall
     not have been contravened, and (iii) no Loan  may  be converted into a
     LIBOR Loan after the date that is one month prior to  the  Termination
     Date  (in  the  case  of  Conversions  of  Revolver  Advances  or Open
     Purchasing Revolver Advances) or the date of the final installment  of
     principal (in the case of Conversions of Term Loans).

               (b) Any LIBOR Loan may be Continued as such upon the
     expiration of the then current Interest Period with respect thereto by
     the Borrower giving notice to the Lender, in accordance with the
     applicable provisions of the term 'Interest Period" set forth in
     Section 1. 1, of the length of the next Interest Period to be
     applicable to such Loan, PROVIDED that no LIBOR Loan may be Continued
     as such (i) when any Event of Default has occurred and is continuing
     and the Lender has determined that such a Continuation is not
     appropriate, (ii) if, after giving effect thereto, Section 3.15 would
     be contravened or (iii) after the date that is one month prior to the
     Termination Date (in the case of Continuations of Revolver Advances or
     Open Purchasing Revolver Advances) or the date of the final
     installment of principal (in the case of Continuations of Term Loans)
     and PROVIDED, FURTHER, that if the Borrower shall fail to give such
     notice or if such Continuation is not permitted such Loans shall be
     automatically converted to ABR Rate Loans on the last day of such then
     expiring Interest Period.

          3.15  MINIMUM  AMOUNTS OF TRANCHES; MAXIMUM NUMBER OF TRANCHES IN
     EACH FACILITY.  All borrowings, conversions and continuations of LIBOR
     Loans hereunder and all selections of Interest Periods hereunder shall
     be in such amounts and  be  made  pursuant  to such elections so that,
     after  giving effect thereto, the aggregate principal  amount  of  the
     Advances  comprising  each  Tranche  shall be greater than or equal to
     $500,000.00. At no time shall there be  outstanding under any Facility
     more than three Tranches.

          3.16 INABILITY TO DETERMINE INTEREST RATE.  If prior to the first
     day  of any Interest Period the Lender shall  have  determined  (which
     determination shall be conclusive and binding upon the Borrower) that,
     by reason of circumstances affecting the relevant market, adequate and
     reasonable  means  do  not  exist for ascertaining the LIBOR Rates for
     such Interest Period, the Lender  shall  give  telecopy  or telephonic
     notice thereof to the Borrower as soon as practicable thereafter.   If
     such  notice  is given (x) any LIBOR Loans requested to be made on the
     first day of such Interest Period shall be made as ABR Rate Loans, (y)
     any Loans that  were  to  have been Converted on the first day of such
     Interest Period to LIBOR Loans  shall  be Converted to or Continued as
     ABR Rate Loans and (z) any outstanding LIBOR Loans shall be Converted,
     on the first day of such Interest Period,  to  ABR  Rate Loans.  Until
     such notice has been withdrawn by the Lender, no further  LIBOR  Loans
     shall  be  made  or Continued as such, nor shall the Borrower have the
     right to Convert Loans to LIBOR Loans.

          3.17 ILLEGALITY.   Notwithstanding any other provision herein, if
     the adoption of or any change  in  any  Requirement  of  Law or in the
     interpretation or application thereof shall make it unlawful  for  the
     Lender  to  make  or  maintain  LIBOR  Loans  as  contemplated by this
     Agreement, (a) the commitment of the Lender hereunder  to  make  LIBOR
     Loans,  Continue  LIBOR Loans as such and Convert Loans to LIBOR Loans
     shall  forthwith  be   canceled   and  (b)  the  Lender's  Loans  then
     outstanding as LIBOR Loans, if any,  shall  be Converted automatically
     to  ABR Rate Loans on the respective last days  of  the  then  current
     Interest  Periods  with  respect  to such Loans or within such earlier
     period as required by law.  If any  such  Conversion  of  a LIBOR Loan
     occurs on a day which is not the last day of the then current Interest
     Period with respect thereto, the Borrower shall pay to the Lender such
     amounts, if any, as may be required pursuant to Section 3.18.

          3.18 INDEMNITY.  The Borrower agrees to indemnify the  Lender and
     to hold the Lender harmless from any loss or expense which the  Lender
     may  sustain  or incur as a consequence of (a) default by the Borrower
     in making a borrowing  of,  Conversion  into  or Continuation of LIBOR
     Loans  after the Borrower has given a notice requesting  the  same  in
     accordance  with the provisions of this Agreement or (b) the making of
     a prepayment  of  LIBOR Loans on a day which is not the last day of an
     Interest  Period  with  respect  thereto.   Such  indemnification  may
     include an amount equal  to  the  excess, if any, of (i) the amount of
     interest which would have accrued on  the amount so prepaid, or not so
     borrowed, Converted or Continued, for the period from the date of such
     prepayment or of such failure to borrow,  Convert  or  Continue to the
     last  day  of  such  Interest Period (or, in the case of a failure  to
     borrow, Convert or Continue,  the  Interest  Period  that  would  have
     commenced  on the date of such failure) in each case at the applicable
     rate of interest  for  such  Loans  provided  for herein over (ii) the
     amount  of  interest (as reasonably determined by  the  Lender)  which
     would have accrued to the Lender on such amount by placing such amount
     on deposit for a comparable period with leading banks in the interbank
     eurodollar market.   This  covenant  shall  survive the termination of
     this  Agreement  and the payment of the Loans and  all  other  amounts
     payable hereunder.

     A.AMENDMENTS TO SECTION 6.1(C). Section 6.1(c) of the Existing Credit
Agreement is hereby deleted in its entirety and replaced with the
following:


               "(c) as  soon  as available, but in any event not later than
     the close of business on the last Business Day of each calendar month,
     the  unaudited  balance sheet  of  Borrower  as  at  the  end  of  the
     immediately preceding  month  and  the related unaudited statements of
     income and retained earnings and of  cash  flows  of  the Borrower for
     such  immediately preceding month and the portion of the  fiscal  year
     through  the end of such immediately preceding month, setting forth in
     each case  in  comparative  form  the  figures  for the previous year,
     certified  by  the  Chief Financial Officer of the Borrower  as  being
     fairly stated in all  material  respects  (subject  to normal year-end
     audit adjustments); PROVIDED, however, that the Borrower shall deliver
     all  financial  statements  required  by this Section 6.  1  (c)  with
     respect to the last calendar month of the  Borrower's  fiscal year not
     later than 60 days after such last month;"

     A.AMENDMENTS TO SCHEDULE I. Schedule I to the Existing Credit
Agreement is hereby amended in its entirety to read as is set forth on
Schedule I hereto.

     B.AMENDMENTS TO SCHEDULE 1.1. Schedule 1.1 to the Existing Credit
Agreement is hereby amended in its entirety to read as is set forth on
Schedule 1.1 hereto.





                                 ****ARTII.

                        CONDITIONS TO EFFECTIVENESS


         This  Amendment,  and  the  modifications to the Credit  Agreement
provided  for  herein, shall become effective  on  the  date  (the  "Fourth
Amendment Effective Date") on which
all of the following  conditions  have  been  (or  are  concurrently being)
         satisfied:

     A.This Amendment shall have been executed and delivered by each party
hereto.

     B.The Lender shall have received executed legal opinions of King &
Spalding, special counsel to the Borrower, in form and substance
satisfactory to the Lender and taking into account this Amendment and the
matters contemplated hereby.  Such legal opinion shall cover such matters
incident to the transactions contemplated by this Amendment as the Lender
may reasonably require.

     C.The Lender shall have received a copy, in form and substance
reasonably satisfactory to the Lender, of the corporate resolutions of the
Borrower, authorizing the Open Purchasing Revolving Facility and the
execution, delivery and performance of this Amendment, certified by the
Secretary or an Assistant Secretary of the Borrower as of the Fourth
Amendment Effective Date, which certificates shall state that the
resolutions or authorizations thereby certified have not been amended,
modified, revoked or rescinded as of the date of such certificate.

     D.The Lender shall have received a certificate of the Secretary or an
Assistant Secretary of the Borrower, dated the Fourth Amendment Effective
Date, as to the incumbency and signature of the officer(s) of the Borrower
executing this Amendment and any certificate or other document to be
delivered by it pursuant hereto, together with evidence of the incumbency
of such Secretary or Assistant Secretary.

     E.The Lender shall have received certificates from the Borrower,
stating that its Governing Documents have not been amended since September
30, 1996.

     F.The Lender shall have received copies of certificates dated as of a
recent date from the Secretary of State or other appropriate authority of
such jurisdiction, evidencing the good standing of the Borrower in the
State of its organization and in each State where the ownership, lease or
operation of property or the conduct of business requires it to qualify as
a foreign corporation or other entity except where the failure to so
qualify would not have a Material Adverse Effect.

     G.Each of the representations and warranties made by the Borrower in
or pursuant to the Credit Documents shall be true and correct in all
material respects on and as of the Fourth Amendment Effective Date as if
made on and as of such date (except to the extent the same relate to
another, earlier date, in which case they shall be true and correct in all
material respects as of such earlier date).

     H.No Default or Event of Default shall have occurred and be
continuing.

     I.All corporate and other proceedings, and all documents, instruments
and other legal matters in connection with the transactions contemplated by
this Amendment, the Existing Credit Agreement, the Credit Agreement and the
other Credit Documents shall be reasonably satisfactory in form and
substance to the Lender, and the Lender shall have received such other
documents in respect of any aspect or consequence of the transactions
contemplated hereby or thereby as it shall reasonably request.

     J.The Lender shall have received each additional document, instrument,
legal opinion or item of information reasonably requested by the Lender,
including, without limitation, a copy of any debt instrument, security
agreement or other material contract to which the Borrower is to be a
party.

                                  ****ARTIII.

                               MISCELLANEOUS



     A.PAYMENT OF EXPENSES. (a) Without limiting its obligations under
Section 9.5 of the Existing Agreement, the Borrower agrees to pay or
reimburse the Lender for all of its reasonable costs and expenses incurred
in connection with this Amendment and the other Fourth Amendment Documents,
including, without limitation, the reasonable costs and expenses of
Cadwalader, Wickersham & Taft, counsel to the Lender, and expressly
acknowledge that their obligations hereunder constitute "Obligations"
within the meaning of the Existing Credit Agreement.

     B.NO OTHER AMENDMENTS, CONFIRMATION.  Except as expressly amended,
modified and supplemented hereby and by the documents related hereto, the
provisions of the Existing Credit Agreement and the other Credit Documents
shall remain in full force and effect.

     C.AFFIRMATION BY BORROWER.  The Borrower hereby consents to the
execution and delivery of this Amendment and each of the other Fourth
Amendment Documents to which Borrower is a party and reaffirms its
obligations under the Credit Documents.

     D.GOVERNING LAW; COUNTERPARTS. (a) This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.


          (b)  This Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the  same  instrument.
A set of the counterparts of this Amendment signed by all the parties shall
be  lodged  with  the  Borrower  and  the  Lender.   This  Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.

                          [SIGNATURE PAGE FOLLOWS




                                     1


<PAGE>




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.


                              INTERNATIONAL AIRLINE SUPPORT
                              GROUP INC.



                              By:
                              Name:
                              Title:


                              BNY FINANCIAL CORPORATION



                              By:
                              Name:
                              Title:




                                     2


<PAGE>




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.



                              INTERNATIONAL AIRLINE SUPPORT
                              GROUP, INC.



                              By:
                              Name:
                              Title:


                              BNY FINANCIAL CORPORATION


                              By:
                              Name:
                              Title:




                                     3


<PAGE>




SCHEDULE I


               APPROVED AIRCRAFT, APPROVED AIRCRAFT LEASES.
               PERMITTED JURISDICTIONS AND PERMITTED LESSEES


TERM LOAN A AIRCRAFT:

     DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.


TERM LOAN A ENGINES

     Description                   Manufacturer Serial No.

1.   Pratt & Whitney JT8D-7        654823
2.   Pratt & Whitney JT8D-7        649055
3.   Pratt & Whitney JT8D-7        653893
4.   Pratt & Whitney JT8D-9        653845









                                     4


<PAGE>






TERM LOAN B AIRCRAFT

     DESCRIPTION         REGISTRATION NO.    MANUFACTURER SERIAL, NO.

1.   Boeing B-727-044F   N94GS               18892
2.   Boeing B-727-031F   N21ONE              18903
3.   Boeing B-727-031F   N22ONE              18905

TERM LOAN B ENGINES

     DESCRIPTION              MANUFACTURER SERIAL NO.

1.   Pratt & Whitney JT8D-7   654550
2.   Pratt & Whitney JT8D-7   655463
3.   Pratt & Whitney JT8D-7   649033
4.   Pratt & Whitney JT8D-7   654150
5.   Pratt & Whitney JT8D-7   654055
6.   Pratt & Whitney JT8D-7   655321
7.   Pratt & Whitney JT8D-7   648897
8.   Pratt & Whitney JT8D-7   649406
9.   Pratt & Whitney JT8D-7   649368

TERM LOAN C AIRCRAFT

     DESCRIPTION              REGISTRATION NO. MANUFACTURER SERIAL NO.

1.   McDonnell Douglas DC-9-51 N919PJ        47663



TERM LOAN C ENGINES

     DESCRIPTION              MANUFACTURER SERIAL NO.

1.   Pratt & Whitney JT8D-17  P688741
2.   Pratt & Whitney JT8D-17  P688116B

TERM LOAN D AIRCRAFT

     DESCRIPTION              REGISTRATION NO. MANUFACTURER SERIAL NO.

1.   McDonnell Douglas DC-9-51 N920PJ        47667




TERM LOAN D ENGINES

     DESCRIPTION              MANUFACTURER SERIAL NO.

1.   Pratt & Whitney JT8D-17  P688724
2.   Pratt & Whitney JT8D-17  P688721

APPROVED AIRCRAFT LEASES:

1.   Property subject to lease: (1) Boeing 727-044F Aircraft, (3) Pratt &
     Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: February 17, 1994 through March 19,1999, plus one day for each day
          that the Aircraft is undergoing the First "C" Check and work
          required to comply with the "Aging Aircraft" service bulletins in
          accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 per flight hour.

2.   Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Pratt &
     Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: September 2, 1993 through January 22, 1999, plus one day for each day
         that the Aircraft is undergoing the First "C" Check and work
         required to comply with the "Aging Aircraft" service bulletins in
         accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus 'D" check reserves of $75 per flight hour.

3.   Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Pratt &
    Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: September 2, 1993 through February 1, 1999, plus one day for each day
         that the Aircraft is undergoing the First "C" Check and work
         required to comply with the "Aging Aircraft" service bulletins in
         accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 per flight hour.

5.   Property subject to lease: (1) McDonnell Douglas DC-9-51 Aircraft, two
    (2) Pratt & Whitney JT8D-17 engines and other related equipment.

Lessee:   Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
          October 1, 1999 and (ii) the date on which the next scheduled "D"
          check is due in accordance with Section 3(b) of the Lease.
Amount:   $60,000 per month plus "D" check reserves of $75 per flight hour,
          $55 per Engine flight hour per Engine and $25 per Airframe flight
          hour for APU overhaul.

6.   Property subject to lease: (1) McDonnell Douglas DC-9-51 Aircraft, two
     (2) Pratt & Whitney JT8D-17 engines and other related equipment.

Lessee:   Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
          October 1, 1999 and (ii) the date on which the next scheduled "D"
          check is due in accordance with Section 3(b) of the Lease.
Amount:   $60,000 per month plus "D" check reserves of $75 per flight hour,
          $55 per Engine flight hour per Engine and $25 per Airframe flight
          hour for APU overhaul.









                                     5


<PAGE>




                          SCHEDULE I (CONTINUED)

PERMITTED JURISDICTIONS:

WITH RESPECT TO APPROVED AIRCRAFT OTHER THAN TERM LOAN C AIRCRAFT AND TERM
LOAN D AIRCRAFT:

          Canada
          United States of America (including the continental U.S. and
          Alaska, Hawaii and the U.S. Virgin Islands)
          United States of Mexico
     WITH RESPECT TO TERM LOAN C AIRCRAFT AND TERM LOAN D AIRCRAFT:

          Canada
          Mexico
          United States of America (including the continental U.S. and
          Alaska, Hawaii
          and the U.S. Virgin Islands)
          the Bahamas
          Bermuda
          Honduras
          Guatemala
          Belize
          Costa Rica
          Panama
          Jamaica
          Cayman Islands
          Dominican Republic
          Puerto Rico
          British Virgin Islands
          Turks and Caios Islands
          Anguilla
          Saint Vincent and Grenadines
          Montserrat
          Antigua and Barbuda
          Guadeloupe
          Dominica
          Martinique
          Barbados
          Grenada
          Aruba
          Saint Lucia
          Netherlands Antilles
          Trinidad and Tobago





                                     6


<PAGE>




     WITH RESPECT TO ELIGIBLE ACCOUNTS:

          Canada
          United States of America (including the continental U.S. and
          Alaska, Hawaii and the U.S. Virgin Islands)

     WITH RESPECT TO ELIGIBLE LEASE PAYMENT RECEIVABLES:

          Canada
          United States of America (including the continental U.S. and
          Alaska, Hawaii and the U.S. Virgin Islands)
          United States of Mexico


PERMITTED LESSEES:

1.   Property subject to lease: (1) Boeing 727-044F Aircraft, (3) Pratt &
    Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: February 17, 1994 through March 19, 1999, plus one day for each day
          that the Aircraft is undergoing the First "C" Check and work
          required to comply with the "Aging Aircraft" service bulletins in
          accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: Ryan International Airlines

2.   Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Pratt &
     Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: September 2, 1993 through January 22, 1999, plus one day for each day
          that the Aircraft is undergoing the First "C" Check and work
          required to comply with the 64 "Aging Aircraft" service bulletins
          in accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: Ryan International Airlines

3.   Property subject to lease: (1) Boeing 727-031F Aircraft,  (3)  Pratt &
    Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: September 2, 1993 through February 1, 1999, plus one day for each day
         that the Aircraft is undergoing the First "C" Check and work
         required to comply with
     the "Aging Aircraft" service bulletins in accordance with Section 6(d)
         of the
         Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: Ryan International Airlines

5.   Property  subject  to  lease:  (5)  Pratt & Whitney JT8D-7 engines and
     other related equipment.

Lessee:   Express One International, Inc.
Term: March 3, 1997 through  in accordance with Section 2.2 of the Lease.
Amount:   $8,000 per engine per month plus  $65 per operating cycle or hour
          per engine (whichever is greater).

6.   Property subject to lease: (1) McDonnell Douglas DC-9-51 Aircraft, two
     (2) Pratt & Whitney JT8D-17 engines and other related equipment.

Lessee:   Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
          October 1, 1999 and (ii) the date on which the next scheduled "D"
          check is due in accordance with Section 3(b) of the Lease.
Amount:   $60,000 per month plus "D" check reserves of $75 per flight hour,
          $55 per Engine flight hour per Engine and $25 per Airframe flight
          hour for APU overhaul.
7.   Property subject to lease: (1) McDonnell Douglas DC-9-51 Aircraft, two
    (2) Pratt & Whitney JT8D-17 engines and other related equipment.

Lessee:   Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
         October 1, 1999 and (ii) the date on which the next scheduled "D"
         check is due in accordance with Section 3(b) of the Lease.
Amount:   $60,000 per month plus 'D" check reserves of $75 per flight hour,
         $55 per Engine flight hour per Engine and $25 per Airframe flight
         hour for APU overhaul.







                                     7


<PAGE>







                               SCHEDULE 1.1



              AIRCRAFT, AIRCRAFT ENGINES AND AIRCRAFT LEASES


AIRCRAFT AND AIRCRAFT ENGINES:

     DESCRIPTION              REGISTRATION NO.    MANUFACTURER SERIAL NO.

1.   AIRCRAFT ENGINES:
     Pratt & Whitney JT8D engine                  653893
     Pratt & Whitney JT8D engine                  649055

2.                            AIRCRAFT ENGINES:
     Pratt & Whitney JT8D engine                  654823


3.                            AIRCRAFT:
     Boeing 727-044F          N94GS               18892
     AIRCRAFT ENGINES:
     Pratt & Whitney JT8D-7 engine                654550
     Pratt & Whitney JT8D-7 engine                655463
     Pratt & Whitney JT8D-7 engine                649033

4.                            AIRCRAFT:
     Boeing 727-031F          N210NE              18903
     AIRCRAFT ENGINES:
     Pratt & Whitney JT8D-7 engine                654150
     Pratt & Whitney JT8D-7 engine                654055
     Pratt & Whitney JT8D-7 engine                655321

5.   AIRCRAFT:
     Boeing 727-031 F         N220NE              18905
     AIRCRAFT ENGINES:
     Pratt & Whitney JT8D-7 engine                648897
     Pratt & Whitney JT8D-7 engine                649406
     Pratt & Whitney JT8D-7 engine                649368


 6.                           AIRCRAFT ENGINES:
     Pratt & Whitney JT8D-9 engine 666227

7.   AIRCRAFT

     McDonnell Douglas DC-9-51 N919PJ             47663

8.                            AIRCRAFT ENGINES:
                              Pratt & Whitney JT8D-17 P688741
     Pratt & Whitney JT8D-17                      P688116B

9.                            AIRCRAFT
     McDonnell Douglas DC-9-51 N920PJ             47667

10.  AIRCRAFT ENGINES:
     Pratt & Whitney JT8D-17                      P688724
     Pratt & Whitney JT8D-17 P688721

11.  AIRCRAFT ENGINES:
     Pratt & Whitney JT8D-9 653845








                                     8


<PAGE>




                         SCHEDULE 1.1 (CONTINUED)

AIRCRAFT LEASES:

1.   Property subject to lease: (1) Boeing 727-044F Aircraft, (3) Pratt &
     Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: February 17, 1994 through March 19, 1999, plus one day for each day
          that the Aircraft is undergoing the First "C" Check and work
          required to comply with the "Aging Aircraft' service bulletins in
          accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: Ryan International Airlines

2.   Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Pratt &
     Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: September 2, 1993 through January 22, 1999, plus one day for each day
          that the Aircraft is undergoing the First "C" Check and work
          required to comply with the "Aging Aircraft" service bulletins in
          accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 flight hour.
Sublessee:     Ryan International Airlines

7.   Property subject to lease: (1) McDonnell Douglas DC-9-51 Aircraft, two
     (2) Pratt Whitney JT8D-17 engines and other related equipment.

Lessee:   Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
          October 1, 1999 and (ii) the date on which the next scheduled "D"
          check is due in accordance with Section 3(b) of the Lease.
Amount:   $60,000 per month plus "D" check reserves of $75 per flight hour,
          $55 per Engine flight hour per Engine and $25 per Airframe flight
          hour for APU overhaul.

3.   Property subject to lease: (1) Boeing 727-031F  Aircraft,  (3) Pratt &
    Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: September 2, 1993 through February 1, 1999, plus one day for each day
          that the Aircraft is undergoing the First "C" Check and work
          required to comply with the "Aging Aircraft" service bulletins in
          accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: Ryan International Airlines

5.   Property  subject  to  lease:  (5) Pratt & Whitney JT8D-7 engines  and
     other related equipment.

Lessee:   Express One International, Inc.
Term: March 3, 1997 through  in accordance with Section 2.2 of, the Lease.
Amount:   $8,000 per engine per month  plus $65 per operating cycle or hour
          per engine (whichever is greater).

6.   Property subject to lease: (1) McDonnell Douglas DC-9-51 Aircraft, two
     (2) Pratt & Whitney JT8D-17 engines and other related equipment.

Lessee:   Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
         October 1, 1999 and (ii) the date on which the next scheduled "D"
         check is due in accordance with Section 3(b) of the Lease.
Amount:   $60,000 per month plus "D" check reserves of $75 per flight hour,
         $55 per Engine flight hour per Engine and $25 per Airframe flight
         hour for APU overhaul.

7.   Property subject to lease: (1) McDonnell Douglas DC-9-51 Aircraft, two
    (2) Pratt & Whitney JT8D-17 engines and other related equipment.

Lessee:   Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
         October 1, 1999 and (ii) the date on which the next scheduled "D"
         check is due in accordance with Section 3(b) of the Lease.
Amount:   $60,000 per month plus "D" check reserves of $75 per flight hour,
         $55 per Engine flight hour per Engine and $25 per Airframe flight
         hour for APU overhaul.









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