INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
                  INCENTIVE STOCK OPTION CERTIFICATE



	THIS OPTION CERTIFICATE evidences that an incentive 
stock option ("ISO") has been granted by International 
Airline Support Group, Inc. ("IASG") under the 1996 Long 
Term Incentive and Share Award Plan ("Plan"), to 
______________ ("Employee") as of ____________ ("Grant 
Date") for the purchase of ____ shares of Common Stock, 
$.001 par value per share, at an exercise price equal to 
_______ dollars per share subject to the following terms and 
conditions:

I.             Plan.  The ISO is subject to all the terms 
and conditions set forth in the Plan for an ISO, and all of 
the terms defined in the Plan shall have the same meaning in 
this Option Certificate when such terms start with a capital 
letter.  A copy of the Plan will be made available to 
Employee upon written request to the corporate Secretary of 
IASG.

I.             Status as Incentive Stock Option.  IASG 
intends that the ISO qualify for all special income tax 
benefits for incentive stock options under  422 of the 
Code.

I.             Accrual of Exercise Right.   So long as 
Employee remains in the employ of IASG or a subsidiary of 
IASG ("Subsidiary"), the right to exercise the ISO granted 
by this Option Certificate shall accrue and first become 
exercisable, or subject to surrender as provided in  8 of 
this Option Certificate, according to the following 
schedule:

	(a)	_____ shares of Stock first may be purchased 
or surrendered on ______________ ;

	(b)	_____ shares of Stock first may be purchased 
or surrendered on _______________;

	(c)	_____ shares of Stock first may be purchased 
or surrendered on ______________;

	(d)	_____ shares of Stock first may be purchased 
or surrendered on ______________;

	(e)	_____ shares of Stock first may be purchased 
or surrendered on ______________.
        Except as provided in  5(b) of this Option 
Certificate, the aggregate number of shares of Stock subject 
to exercise or surrender on any date shall equal (a) the 
excess, if any, of the number


of shares as to which the right to exercise or surrender 
then has accrued over (b) the number of shares for which the 
ISO has been exercised, or in accordance with  8 of this 
Option Certificate, has been surrendered.  The ISO may be 
exercised or surrendered in whole or in part at any time 
with respect to shares of Stock as to which the exercise 
right has accrued as of that time; provided, however, that 
the ISO may not be exercised or surrendered for fewer than 
twenty-five (25) shares of Stock unless the total number of 
shares of Stock which can be purchased under the ISO at the 
time of such exercise or surrender is fewer than twenty-five 
(25), in which event the ISO shall be exercised or 
surrendered for the total number of such shares.

I.             Term of Option.  The ISO and the related 
surrender right shall expire when exercised in full; 
provided, however, the ISO and the related surrender right 
shall expire, to the extent not exercised in full, on the 
earlier of (1) the date which is the tenth anniversary of 
the date the ISO was granted, (2) if Employee is a Ten 
Percent Shareholder on the date the ISO is granted, the date 
which is the fifth anniversary of such date, or (3) the date 
provided under  5 of this Option Certificate.

I.             Special Rules.

A. 			Termination of Employment. In the event 
that Employee's employment by IASG is terminated on any 
date, the ISO and the related surrender right shall expire 
immediately and automatically on the last day of the three 
(3) consecutive month period which immediately follows the 
last day of Employee's current continuous period of 
employment by IASG; provided, however, that in the event 
Employee's employment by IASG is terminated on any date 
(1) by IASG for cause or (2) by Employee without the written 
consent of IASG (other than as a result of "Change of 
Control" or "Change of Responsibilities," as defined in the 
Employment Agreement between IASG and the Employee, as in 
effect from time to time), the ISO and the related surrender 
right shall expire immediately and automatically on such 
date and shall be of no further force and effect with 
respect to any shares of Stock not purchased or surrendered 
before such date; provided, further, that in the event 
Employee's employment by IASG is terminated on any date (1) 
as a result of employee's death or disability, (2) by IASG 
without cause or (3) by Employee with the written consent of 
IASG or without written consent of IASG in the event of a 
Change of Control or Change of Responsibilities, then, 
notwithstanding the schedule set forth in  3 above, all 
options held by such Employee shall become immediately 
exercisable.  

	For purposes of determining whether Employee has 
terminated employment with IASG,

1. 		employment by a Subsidiary shall be 
treated as employment by IASG,

1. 		a transfer of employment between or 
among IASG and its Subsidiaries shall not be treated as 
a termination of Employee's continuous employment with 
IASG, 

1. 		if Employee is employed by a Subsidiary, 
the sale of such Subsidiary by IASG shall be treated as 
a termination of Employee's continuous employment with 
IASG, and

1. 		Employee's leave of absence from IASG or 
a Subsidiary shall not be treated as a termination of 
Employee's continuous employment with IASG, provided 
such leave of absence is approved in writing by the 
Committee.

A. 			Death.  In the event that Employee 
terminates employment and is entitled to the three (3) month 
exercise period described in  5(a) of this Option 
Certificate but dies before the ISO and the related 
surrender right expire under such section, the ISO may be 
exercised or surrendered at any time during the twelve (12) 
consecutive month period immediately following the date of 
Employee's death by the person or persons to whom Employee's 
rights under the ISO pass in accordance with  7 of this 
Option Certificate.  The ISO shall be exercisable or subject 
to surrender during such twelve (12) consecutive month 
period to the extent of (a) the excess, if any, of the total 
number of shares of Stock subject to the ISO (determined 
without regard to the accrual of exercise rights under  3 
of this Option Certificate) over (b) the number of shares of 
Stock subject to the ISO which Employee had purchased or 
surrendered before his death, and the ISO shall expire 
immediately and automatically on the last day of such twelve 
(12) consecutive month period.

I.             Method of Exercise.  Employee may (subject to 
the conditions of this Option Certificate) exercise the ISO 
in whole or in part (before the date the ISO expires) on any 
normal business day of IASG by (1) delivering to IASG at its 
principal place of business in Miami, Florida, a written 
notice (addressed to its corporate Secretary) of the 
exercise of such ISO and (2) simultaneously paying the 
exercise price to IASG in cash or in Stock acceptable to the 
Committee, or in any combination of cash or Stock acceptable 
to the Committee.  All or any portion of such exercise price 
which is paid in Stock may be paid (1) by electing to have 
IASG withhold Stock (that otherwise would be transferred to 
such Employee as a result of the exercise of such ISO) to 
the extent necessary to pay such exercise price (in whole or 
in part) through the withholding of such Stock or (2) by 
tendering Stock.  Any payment made in Stock shall be treated 
as equal to the Fair Market Value of such Stock on the date 
the properly endorsed certificate for such Stock is 
delivered to the Committee or the date the Stock is treated 
by the Committee as withheld from the exercise of the ISO.

I.             Non-Transferability.  Neither the ISO nor any 
related surrender rights under  8 is transferable by 
Employee otherwise than by will or by the applicable laws of 
descent and distribution, and the ISO shall be exercised or 
surrendered during Employee's lifetime only by Employee.  
The person or persons to whom the ISO is transferred by will 
or by the applicable laws of descent and distribution 
thereafter shall be treated as the Employee under this 
Option Certificate.

I.             Surrender of Option.  During the period when 
the ISO is exercisable, the ISO may be surrendered, in whole 
or in part, on any normal business day of IASG (in lieu of 
exercise) if the fair market value of the Stock on such date 
exceeds the exercise price of such Stock.  The surrender of 
the ISO (or a part of the ISO) shall be effected by 
delivering to the Committee (or to its delegate) the Option 
Certificate and a written notice (signed by Employee) which 
specifies (1) the number of shares of Stock as to which 
Employee surrenders his ISO under this Option Certificate, 
(2) whether such shares are ISOs or NQSOs (if his option 
includes ISOs and NQSOs), and (3) how he desires payment to 
be made for the Surrendered Option.  Employee, in exchange 
for his Surrendered Option, may request that payment be made 
for the Surrendered Option in the form of cash or Stock, or 
a combination of cash and Stock, equal in amount to the 
excess, if any, of the Fair Market Value of the Surrendered 
Option on the date such surrender is effected over the 
exercise price for such Surrendered Option.  The Committee, 
acting in its absolute discretion, shall determine the form 
and timing of such payment and the Committee shall have the 
right to take into account whatever factors the Committee 
deems appropriate under the circumstances, including any 
written request made by Employee and delivered to the 
Committee (or to its delegate).  

	If IASG has a class of equity securities registered 
pursuant to Section 12 of the Securities Exchange Act of 
1934, as amended, and Employee is an officer or director 
(within the meaning of Section 16(a) of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act")) of 
IASG, Employee shall not surrender his ISO or, in the event 
Employee exercises this ISO, in whole or in part, within six 
(6) months of the Grant Date, Employee shall not sell or 
otherwise dispose of the Stock received upon exercise of 
this ISO, on any date (while he remains such an officer or 
director) either within six (6) months after the Grant Date 
if the grant of such ISO was not approved by the board of 
directors or the Company's shareholders as provided in Rule 
16b-3(d) under the Exchange Act or which is outside each 
period beginning on the third business day following the 
date of release for publication of IASG's quarterly or 
annual summary statements of sales and earnings and ending 
on the twelfth business day following such date, and any 
surrender or request made before the end of such six (6) 
month period or outside any such ten (10) day period shall 
be null and void and shall be rejected automatically by 
IASG.

I.             Resale of Shares Acquired by Exercise of 
Option.  If the Stock underlying the ISO is not registered 
under the 1933 Act or the applicable state securities law at 
the time or times Employee exercises or surrenders the ISO, 
Employee shall execute a written representation to IASG, in 
form and substance satisfactory to IASG at such time or 
times, that by such exercise or surrender he shall purchase 
Stock only for investment purposes for his own account and 
not with a view to, or for resale in connection with, the 
distribution of such Stock.  In addition, upon the exercise 
or surrender of the ISO, Employee shall represent that, if 
Employee is an "affiliate" (within the meaning of the 1933 
Act or any applicable state securities law) of IASG at the 
time of any proposed sale of any shares of Stock acquired 
upon the exercise or surrender of the ISO, he shall not sell 
or offer to sell any of such shares in the absence of (1) an 
effective registration statement under the 1933 Act and any 
applicable state securities law with respect to the proposed 
sale of such shares or (2) an opinion, in form and substance 
satisfactory to IASG, of legal counsel acceptable to IASG, 
that an exemption from the registration requirements of the 
1933 Act and any applicable state securities law is 
available for the sale.  In such case, the certificate 
representing the shares of Stock which are transferred to 
Employee upon exercise or surrender of the ISO may, in the 
discretion of IASG, bear a legend satisfactory to IASG to 
the effect that there has been no registration under the 
1933 Act or any applicable state securities law and that the 
Stock may not be sold or offered for sale in the absence of 
(1) an effective registration statement as to the Stock 
under the 1933 Act and any applicable state securities law 
or (2) the delivery to IASG of an opinion, in form and 
substance satisfactory to IASG, of legal counsel acceptable 
to IASG, that such registration is not required.  By 
exercising or surrendering the ISO, Employee agrees that any 
sales made by him of shares of Stock acquired through the 
exercise or surrender of the ISO shall be made in accordance 
with Rule 144 under the 1933 Act and any successor to such 
Rule.

I.             Not Employment Contract; No Shareholder 
Rights; Construction of Option Certificate.  This Option 
Certificate (1) shall not be deemed a contract of 
employment, (2) shall not give Employee any rights of any 
kind or description whatsoever as a shareholder of IASG as a 
result of the grant of the ISO or his exercise or surrender 
of the ISO before the date of the actual delivery of Stock 
subject to the ISO to such Employee, (3) shall not affect or 
impair the right of IASG or a Subsidiary to terminate the 
employment relationship existing with Employee at any time, 
and (4) shall not confer on Employee any rights upon his 
termination of employment in addition to those rights 
expressly set forth in this Option Certificate. 

I.             Modification, Amendment, and Cancellation.  
IASG shall have the right with Employee's consent to modify, 
amend or cancel the ISO in accordance with the terms of the 
Plan.  
II.            Delivery.  IASG's delivery of Stock pursuant 
to the exercise of this ISO (pursuant to  6 of this Option 
Certificate) shall discharge IASG of all of its duties and 
obligations with respect to that portion of the ISO 
exercised.  

I.             Other Laws.  IASG shall have the right to 
refuse to issue or transfer any Stock under this ISO if IASG 
determines that the issuance or transfer of such Stock might 
violate any applicable law or regulation, and any payment 
tendered in such event to exercise this ISO shall be 
promptly refunded to Employee.  

I.             $100,000 Limit.  Notwithstanding any other 
provision in this Option Certificate to the contrary, in the 
event the aggregate Fair Market Value of the shares of Stock 
subject to the ISO and other incentive stock options (which 
satisfy the requirements under  422 of the Code) granted to 
Employee under the Plan and under any other stock option 
plan adopted by IASG, a Subsidiary of IASG or a parent 
corporation of IASG, which first become exercisable in any 
calendar year exceed $100,000, the ISO shall be treated as 
an option that is not an incentive stock option under  422 
of the Code to the extent of such excess.  

I.             Other Conditions.  If so requested by IASG 
upon the exercise or surrender of the ISO, Employee shall 
(as a condition to the exercise or surrender of any ISO 
under this Option Certificate) enter into any other 
agreement or make such other representations prepared by 
IASG which in relevant part will restrict the transfer of 
Stock acquired pursuant to this Option Certificate and will 
provide for the repurchase of such Stock by IASG under 
certain circumstances.

I.             Tax Withholding.  Employee shall have the 
right to satisfy any income tax or other applicable 
withholding requirement arising out of the exercise or 
surrender of the ISO by electing to have IASG withhold Stock 
that otherwise would be transferred to such Employee as a 
result of the exercise or surrender of such ISO.  To the 
extent Employee does not satisfy such income tax or other 
applicable withholding requirements by withholding Stock, 
IASG shall have the right upon the exercise or surrender of 
the ISO to take such action as IASG deems necessary or 
appropriate to satisfy any income tax or other applicable 
withholding requirements.

I.             Governing Law.  The Plan and the ISO shall be 
governed by the laws of the State of Delaware.  



INTERNATIONAL AIRLINE SUPPORT GROUP, INC.

By:

Title:	

Date: