EXECUTION COPY


                       THIRD AMENDMENT AND AGREEMENT

     THIRD  AMENDMENT  AND  AGREEMENT,  dated  as of October 15, 1997 (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") and (iv) a
$1,5000,000.00 term loan facility (the  "TERM  LOAN  C FACILITY") which are
secured  by  accounts  receivable,  inventory and other collateral  of  the
Borrower.  The Borrower has requested that the Lender provide an additional
$1,600,000.00 term loan facility (as  more  specifically defined below, the
"TERM LOAN D FACILITY") for the acquisition of  one  (1)  McDonnell Douglas
DC-9-51   aircraft  (bearing  manufacturer's  serial  number  47667)   (the
"AIRCRAFT ACQUISITION").   Subject  to the terms and conditions hereof, the
Lender is willing to provide the Term  Loan  D 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:

     "AGREEMENTS":  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 and the Second Amendment,  Waiver  and  Agreement,
dated as of  September  9,  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 and the Second Amendment, Waiver and Agreement,
dated as of September 9, 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.

     "THIRD AMENDMENT DOCUMENTS":  this Amendment, the Sun Jet Consent  and
Agreement  (as  defined  in Article III, Section 1 hereof), the Term Loan D
Aircraft Chattel Mortgage  (as  defined  in Article III, Section 1 hereof),
the sun Jet Lease (as defined in Article III, Section 1 hereof) the Sun Jet
Aircraft Lease Supplement and Receipt (as defined in Article III, Section 1
hereof), Term Note D (as defined in Article III, Section 1 hereof), and any
other agreements, instruments and documents  executed or delivered pursuant
to or in connection with this Amendment and the  transactions  contemplated
thereby.

     *1.UNLESS OTHERWISE INDICATED, CAPITALIZED TERMS THAT ARE USED BUT NOT
DEFINED  HEREIN  SHALL  HAVE  THE MEANINGS ASCRIBED TO THEM IN THE EXISTING
CREDIT AGREEMENT.

                                ****ARTIII.

                         Representations

     A.REPRESENTATIONS.  (A)  THE  BORROWER  HEREBY REPRESENTS AND WARRANTS
AS FOLLOWS:

          *a) IT (A) IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
     STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, (B)
     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, (C) 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 (D) 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.

          *b) IT HAS THE POWER AND AUTHORITY, AND THE LEGAL RIGHT, TO MAKE,
     DELIVER  AND  PERFORM  THIS AMENDMENT AND THE  OTHER  THIRD  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  THIRD
     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
     THIRD  AMENDMENT DOCUMENTS  TO  WHICH  IT  IS  A  PARTY.   EACH  THIRD
     AMENDMENT  DOCUMENT  TO WHICH THE BORROWER IS A PARTY HAS BEEN OR WILL
     BE DULY EXECUTED AND DELIVERED  ON BEHALF OF THE BORROWER.  EACH THIRD
     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 CONVENANT OF GOOD FAITH AND FAIR DEALING.

          *c) THE CONDITIONS  CONTAINED  IN  ARTICLE  IV  HEREOF  HAVE BEEN
     SATISFIED.

     (B)  THE BORROWER REPRESENTS THAT EACH OF THE CREDIT DOCUMENTS  IS  ON
THE DATE HEREOF IN FULL FORCE AND EFFECT.

                                ****ARTII.

            ****ARTIII. AMENDMENTS TO EXISTING CREDIT AGREEMENT


     A.AMENDMENTS  TO  SECTION  1.  (a)  Section 1.1 of the Existing Credit
Agreement  is hereby amended by inserting  the  following  new  definitions
therein in alphabetical order:

               "THIRD   AMENDMENT":    that  certain  Third  Amendment  and
          Agreement, dated as of October ______, 1997, between the Borrower
          and the Lender.

               "THIRD AMENDMENT DOCUMENTS":   the  Third Amendment, the Sun
          Jet  Consent  and  Agreement,  the Term Loan D  Aircraft  Chattel
          Mortgage,  the  Sun  Jet  Lease,  the   Sun  Jet  Aircraft  lease
          Supplement and Receipt, Term Note D, and  any  other  agreements,
          instruments and documents executed or delivered pursuant to or in
          connection   with   the  Third  Amendment  and  the  transactions
          contemplated thereby.

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

               "SUN JET":  means Sun Jet International,  Inc.,  a  Delaware
          corporation.

               "SUN  JET  AIRCRAFT  LEASE  SUPPLEMENT  AND  RECEIPT":   the
          collective  reference  to the Lease Supplement and Receipt, dated
          as of the date of its execution and delivery between the Borrower
          and Sun Jet.

               "SUN JET CONSENT AND  AGREEMENT":   that certain Consent and
          Agreement, dated as of the date hereof, by and among Sun Jet, the
          Borrower and the Lender, in respect of the Sun Jet Lease.

               "SUN JET LEASE":  the Aircraft Lease Agreement in respect of
          the  Term  Loan D Aircraft, dated as of September  5,  1997,  and
          between Sun  Jet  (as  lessee)  and  the Borrower (as lessor), as
          amended  by  that  certain  Amendment No.  1  to  Aircraft  Lease
          Agreement dated as of September  16,  1997,  as  the  same may be
          further amended, supplemented or modified from time to time.

               "TERM LOAN D":  as defined in Section 2.3(c) (together  with
          any  advance  made  in connection with the substitution of a Term
          Loan D Aircraft or a  Term  Loan  D  Aircraft  Engine pursuant to
          Section 2.5(c)).

               "TERM LOAN D AIRCRAFT":  means each Aircraft owned from time
          to time by the Borrower and listed as a Term Loan  D Aircraft and
          described  on  SCHEDULE  I hereto, as the same may be amended  or
          modified from time to time in accordance with this Agreement.

               "TERM  LOAN  D AIRCRAFT  CHATTEL  MORTGAGE":   the  Aircraft
          Chattel Mortgage, dated as of the Third Amendment Effective Date,
          from the Borrower to  the  Lender  with  respect to a Term Loan D
          Aircraft.

               "TERM LOAN D AIRCRAFT ENGINE":  means  each  Aircraft Engine
          owned from time to time by the borrower and listed as a Term Loan
          D Aircraft Engine and described on SCHEDULE I hereto, as the same
          may  be amended or modified from time to time in accordance  with
          this Agreement.

               "TERM  LOAN D BORROWING BASE":  at any time, an amount equal
          to 80% (or such other percentage as the Lender shall determine in
          its sole discretion)  of  the  Forced  Liquidation  Value,  after
          deduction of any applicable Collateral Reserves, at such time, of
          all Term Loan D Aircraft.

               "TERM LOAN D FACILITY":  at any time, the obligation of  the
          Lender  to  make Term Loan D in accordance with the provisions of
          this Agreement,  which  shall  not  exceed  an  amount  equal  to
          $1,600,000.00   MINUS  the  aggregate  amount  of  repayments  of
          principal then required  to  have  been  made  in accordance with
          SCHEDULE 2.3C.

               "TERM NOTE D":  a promissory note of the Borrower evidencing
          Term Loan D, in form and substance acceptable to the Lender.

     *1.THE DEFINITION OF THE TERM "APPROVED AIRCRAFT" IN  SECTION  1.1  OF
THE  EXISTING  CREDIT  AGREEMENT  IS  HEREBY  DELETED  IN  ITS ENTIRETY AND
REPLACED BY THE FOLLOWING:

               "APPROVED AIRCRAFT":  means the collective reference  to the
          Term Loan A Aircraft, the Term Loan A Aircraft Engines, the  Term
          Loan  B Aircraft, the Term Loan B Aircraft Engines, the Term Loan
          C Aircraft,  the  Term  Loan  C Aircraft Engines, the Term Loan D
          Aircraft and the Term Loan D Aircraft Engines."

     *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  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 "REVOLVER RESERVE" IN SECTION 1.1 OF THE EXISTING
CREDIT  AGREEMENT  IS  HEREBY DELETED IN ITS ENTIRETY AND REPLACED  BY  THE
FOLLOWING:

               "REVOLVER  RESERVE":  as of any date, an amount equal to the
          lesser of (i) the  amount, if any, by which the sum determined in
          accordance with clause  I of the definition of Revolver Borrowing
          Base  on such date exceeds  the  aggregate  outstanding  Revolver
          Advances  on  such date and (ii) the amount, if any, by which the
          sum of the Term  Loan A Facility (without regard to any Term Loan
          A borrowings made  prior  to  or  on such date) on such date, the
          Term  Loan  B  Facility  (without  regard  to  any  Term  Loan  B
          borrowings made prior to or on such  date) on such date, the Term
          Loan C Facility (without regard to any  Term  Loan  C  borrowings
          made  prior  to  or  on  such  date) and the Term Loan D Facility
          (without regard to any Term Loan D borrowings made prior to or on
          such date) on such date exceeds  the  sum  of  the  Term  Loan  A
          Borrowing  Base on such date, the Term Loan B Borrowing Base, the
          Term Loan C Borrowing Base and the Term Loan D Borrowing Basse on
          such date."

     *1.THE DEFINITION OF "TERM LOAN BORROWING BASES" IN SECTION 1.1 OF THE
EXISTING CREDIT AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED BY
THE FOLLOWING:

               "TERM LOAN  BORROWING  BASES":   the collective reference to
          the Term Loan A Borrowing Base, the Term  Loan  B Borrowing Base,
          the  Term  Loan  C Borrowing Base and the Term Loan  D  Borrowing
          Base.

     *1.THE DEFINITION OF "TERM  LOAN  FACILITIES"  IN  SECTION  1.1 OF THE
EXISTING CREDIT AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED BY
THE FOLLOWING:

               "TERM  LOAN  FACILITIES":   the collective reference to  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  "TERM LOANS" IN SECTION 1.1  OF  THE  EXISTING
CREDIT AGREEMENT IS HEREBY DELETED  IN  ITS  ENTIRETY  AND  REPLACED BY THE
FOLLOWING:

               "TERM LOANS":  the collective reference to Term Loan A, Term
          Loan B, Term Loan C and Term Loan D.

     A.AMENDMENTS TO SECTION 2.3.  (a) subsection (a) of Section 2.3 of the
Existing  Credit  Agreement is hereby amended by deleting the parenthetical
in the seventh line  thereof  in  its  entirety  and  replacing it with the
following:  "(without regard to the Term Loan B Facility,  the  Term Loan B
Borrowing  Base, the Term Loan C Facility, the Term Loan C Borrowing  Base,
the Term Loan D Facility or the Term Loan D Borrowing Base)".

     (b)  Section 2.3 of the Existing Credit Agreement is hereby amended by
inserting the following as subsection (d) at the end of such Section:

               "(d)  Subject to the terms and conditions hereof, the Lender
          agrees to make  a  term loan to the borrower in one advance (such
          advance, together with  any  advances made in connection with the
          substitution of Term Loan D Aircraft  or  Term  Loan  D  Aircraft
          Engines pursuant to Section 2.5(c) hereof, "TERM LOAN D")  on the
          Third  Amendment  Effective  Date  in the principal amount of the
          lesser of (a) the Term Loan D Facility  on  such date and (b) the
          Term  Loan Borrowing Base on such date.  Term  Loan  D  shall  be
          dated the Third Amendment Effective Date, stated to mature in the
          installments  and  amounts  payable  on  the  dates  set forth in
          SCHEDULE 2.3D hereto, and bear interest for the period  from  the
          Third  Amendment  Effective  Date  on the unpaid principal amount
          thereof at the applicable interest rates  per  annum specified in
          Section 3.1.  All payments of principal thereof  shall reduce the
          Term Loan D Facility on a dollar-for-dollar basis."

     A.AMENDMENTS  TO  SECTION  2.5.   Section  2.5 of the Existing  Credit
Agreement is hereby amended by inserting the following as subsection (d) at
the end of such Section:

               "(d)  At the request of the Borrower  and after substitution
          of a Term Loan D Aircraft or a Term Loan D Aircraft  Engine  (the
          "SUBSTITUTE  TERM  LOAN  D AIRCRAFT OR ENGINE") for a Term Loan D
          Aircraft or a Term Loan D  Aircraft Engine which has been sold or
          has suffered an Event of Loss  within  six months after repayment
          of Term Loan D to the extent and as required  by  Section  3.3(d)
          hereof, the Lender may make an advance in an amount equal to  the
          lesser  of  (i) 80% (or such other percentage as the Lender shall
          determine in its sole discretion) of the Forced Liquidation Value
          of the Substitute  Term  Loan  D  Aircraft  or  Engine,  less any
          applicable  Collateral  Reserve, and (ii) the amount, if any,  by
          which (A) $1,600,000.00 MINUS  all  repayments of principal made,
          or required to have been made on or prior  to  the  date  of such
          advance  in accordance with SCHEDULE 2.3D hereto exceeds (B)  the
          outstanding  principal balance of Term Loan D on such date (prior
          to the making of such advance).  Each such advance, if any, shall
          be made in the  sole  and  absolute  discretion of the Lender and
          shall be deemed to comprise part of Term  Loan D for all purposes
          hereunder  and  shall  increase the Term Loan  D  Facility  on  a
          dollar-for-dollar basis.   From  and  after  the  making  of such
          advance  the  outstanding  principal balance of Term Loan D shall
          include the amount of such advance,  interest shall be payable on
          such amount, and the amount of each remaining scheduled principal
          repayment shall be increased by an amount equal to (x) the amount
          of such advance TIMES (y) a fraction the numerator of which is an
          amount  equal  to  such  scheduled principal  repayment  and  the
          denominator of which is the  aggregate  amount  of  all remaining
          scheduled principal repayments."

     A.AMENDMENTS  TO  SECTION  3.3.  Paragraph (b) of Section 3.3  of  the
Existing Credit Agreement is hereby deleted in its entirety and replaced by
the following:

                    "(b) (i)  If  on  any  date  on  which a Borrowing Base
               Certificate is required to be delivered  pursuant to Section
               6.2(c), the aggregate outstanding principal  amount  of  the
               Term  Loans  exceeds  an amount equal to the sum of the Term
               Loan Borrowing Bases and  the Revolver Reserve, the Borrower
               shall immediately prepay the  Term  Loans  in  an  aggregate
               amount  equal  to the amount of such excess.  The amount  of
               such payment shall  reduce  the  Term  Loan  Facilities on a
               dollar-for-dollar  basis  and  shall  be  applied (A)  first
               against the repayment of Term Loan A to the  extent that the
               outstanding principal amount of Term Loan A exceeds the Term
               Loan  A Borrowing Base, then against the repayment  of  Term
               Loan B  to  the extent that the outstanding principal amount
               of Term Loan  B exceeds the Term Loan B Borrowing Base, then
               against the repayment  of Term Loan C to the extent that the
               outstanding principal amount  of   Term  Loans C exceeds the
               Term Loan C Borrowing Base, and then against  the  repayment
               of Term Loan D, and (B) in each such case, against scheduled
               repayments of principal on a PRO RATA basis.

                    *a)  WITHOUT  IN  ANY  WAY  LIMITING THE PROVISIONS  OF
               CLAUSE (I) OF THIS SECTION 3.3(B), IF AT ANY TIME DURING THE
               PERIOD COMMENCING WITH AND INCLUDING  MONTH  25  AND  ENDING
               WITH  AND  INCLUDING MONTH 35, IN EACH CASE AS SET FORTH  ON
               SCHEDULE 2.3B  hereto,  the  outstanding principal amount of
               Term Loan B exceeds the sum of (i) the Term Loan B Borrowing
               Base, (ii) the excess if any of  the  Term  Loan A Borrowing
               Base over the outstanding principal amount of  Term  Loan A,
               (iii) the excess, if any, of the Term Loan C Borrowing  Base
               over  the  outstanding  principal amount of Term Loan C, and
               (iv) the excess, if any,  of  the Term Loan D Borrowing Base
               over the outstanding principal  amount  of  Term Loan D, the
               Borrower shall immediately prepay Term Loan B  in  an amount
               equal to such deficiency.

                    *b)  WITHOUT  IN  ANY  WAY  LIMITING THE PROVISIONS  OF
               CLAUSE (I) OF THIS SECTION 3.3(B), IF AT ANY TIME DURING THE
               PERIOD COMMENCING WITH AND INCLUDING  MONTH  22  AND  ENDING
               WITH  AND  INCLUDING MONTH 26, IN EACH CASE AS SET FORTH  ON
               SCHEDULE 2.3C  hereto,  the  outstanding principal amount of
               Term Loan C exceeds the sum of (i) the Term Loan C Borrowing
               Base, (ii) the excess if any of  the  Term  Loan A Borrowing
               Base over the outstanding principal amount of  Term  Loan A,
               (iii)  the  excess  if any of the Term Loan B Borrowing Base
               over the outstanding  principal  amount  of Term Loan B, and
               (iv)  the  excess if any of the Term Loan D  Borrowing  Base
               over the outstanding  principal  amount  of Term Loan D, the
               Borrower shall immediately prepay Term Loan  C  in an amount
               equal to such deficiency.

                    *c)  WITHOUT  IN  ANY  WAY  LIMITING THE PROVISIONS  OF
               CLAUSE (I) OF THIS SECTION 3.3(B), IF AT ANY TIME DURING THE
               PERIOD COMMENCING WITH AND INCLUDING  MONTH  22  AND  ENDING
               WITH  AND  INCLUDING MONTH 26, IN EACH CASE AS SET FORTH  ON
               SCHEDULE 2.3D  hereto,  the  outstanding principal amount of
               Term Loan D exceeds the sum of (i) the Term Loan D Borrowing
               Base, (ii) the excess if any of  the  Term  Loan A Borrowing
               Base over the outstanding principal amount of  Term  Loan A,
               (iii)  the  excess  if any of the Term Loan B Borrowing Base
               over the outstanding  principal  amount  of Term Loan B, and
               (iv)  the  excess if any of the Term Loan C  Borrowing  Base
               over the outstanding  principal  amount  of Term Loan C, the
               Borrower shall immediately prepay Term Loan  D  in an amount
               equal to such deficiency."

     B.AMENDMENTS TO SECTION 3.5(G).  SECTION 3.5(G) OF THE EXISTING CREDIT
AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED BY 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"),  an/or  (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")."

     A.AMENDMENTS  TO  SECTION 6.2(C).  SECTION 6.2(C) IS HEREBY DELETED IN
ITS ENTIRETY AND REPLACED BY THE FOLLOWING:

                    "(C)  PRIOR  TO  2:00  P.M., NEW YORK CITY TIME ON EACH
               BUSINESS  DAY,  A  BORROWING BASE  CERTIFICATE  SHOWING  THE
               REVOLVER BORROWING BASE, THE TERM LOAN A BORROWING BASE, THE
               TERM LOAN B BORROWING  BASE,  THE TERM LOAN C BORROWING BASE
               AND THE TERM LOAN D BORROWING BASE  (BUT  ONLY,  (I)  IN THE
               CASE  OF  THE TERM LOAN A BORROWING BASE, IN CONNECTION WITH
               THE DELIVERY  OF THE FIRST SUCH CERTIFICATE HEREUNDER AND IN
               EACH CASE THAT  THE  TERM LOAN A BORROWING BASE CHANGES FROM
               THE AMOUNT THEREOF MOST  RECENTLY REPORTED, (II) IN THE CASE
               OF THE TERM LOAN B BORROWING  BASE  IN  CONNECTION  WITH THE
               DELIVERY   OF   SUCH  CERTIFICATE  ON  THE  FIRST  AMENDMENT
               EFFECTIVE DATE AND  IN  EACH  CASE  THAT  THE  TERM  LOAN  B
               BORROWING BASE CHANGES FROM THE AMOUNT THEREOF MOST RECENTLY
               REPORTED),  (III)  IN  THE CASE OF THE TERM LOAN C BORROWING
               BASE, IN CONNECTION WITH THE DELIVERY OF SUCH CERTIFICATE ON
               THE SECOND AMENDMENT EFFECTIVE  DATE  AND  IN EACH CASE THAT
               THE  TERM  LOAN  C  BORROWING BASE CHANGES FROM  THE  AMOUNT
               THEREOF MOST RECENTLY  REPORTED  AND (IV) IN THE CASE OF THE
               TERM LOAN D BORROWING BASE, IN CONNECTION  WITH THE DELIVERY
               OF  SUCH  CERTIFICATE ON THE THIRD AMENDMENT EFFECTIVE  DATE
               AND IN EACH CASE THAT THE TERM LOAN D BORROWING BASE CHANGES
               FROM THE AMOUNT  THEREOF  MOST  RECENTLY  REPORTED), IN EACH
               CASE AS OF THE IMMEDIATELY PRECEDING BUSINESS DAY, CERTIFIED
               AS COMPLETE AND CORRECT BY A RESPONSIBLE OFFICER OR ANY VICE
               PRESIDENT  ON BEHALF OF THE BORROWER, WHICH  BORROWING  BASE
               CERTIFICATE  SHALL  DISCLOSE  DAILY UPDATES OF THE AMOUNT OF
               ELIGIBLE ACCOUNTS AND ELIGIBLE  LEASE  PAYMENT  RECEIVABLES,
               WEEKLY UPDATES OF THE AMOUNT OF ELIGIBLE INVENTORY  AND  THE
               FORCED   LIQUIDATION   VALUE   OF   APPROVED  AIRCRAFT  WHEN
               REQUIRED;"

     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,

     C.AMENDMENTS  TO SCHEDULES 2.3A, 2.3B AND 2.3C.  SCHEDULES 2.3A,  2.3B
AND 2.3C ARE HEREBY  AMENDED  TO INCLUDE SCHEDULE 2.3D, WHICH SHALL READ AS
IS SET FORTH ON SCHEDULE 2.3D HERETO.

                                ****ARTIII.

                    Conditions to Effectiveness

     This Amendment, and the modification  to the Credit Agreement provided
for  herein,  shall  become  effective on the date  (the  "THIRD  AMENDMENT
EFFECTIVE DATE") on which all of the following conditions have been (or are
concurrently being) satisfied:

     A.THE FOLLOWING DOCUMENTS  SHALL  HAVE  BEEN EXECUTED AND DELIVERED BY
EACH PARTY THERETO:

          *a) THIS AMENDMENT;

          *b) THE TERM LOAN D AIRCRAFT CHATTEL MORTGAGE;

          *c) THE SUN JET AIRCRAFT LEASE;

          *d) THE SUN JET CONSENT AND AGREEMENT;

          *e) THE TERM NOTE D; AND

          *f) ALL UNIFORM COMMERCIAL CODE FINANCING STATEMENTS ON FORM UCC-
     1 AND UCC-3 REQUIRED BY THE LENDER.

     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 (INCLUDING,  WITHOUT  LIMITATION, OPINIONS WITH
RESPECT  TO  THE  VALIDITY  OF  THE  THIRD  AMENDMENT  DOCUMENTS   AND  THE
EFFECTIVENESS  OF  UCC  FILINGS  IN  EACH  STATE WHERE COLLATERAL DESCRIBED
THEREIN IS LOCATED).  SUCH LEGAL OPINION SHALL  COVER SUCH MATTERS INCIDENT
TO  THE  TRANSACTION CONTEMPLATED BY THIS AMENDMENT  AND  THE  OTHER  THIRD
AMENDMENT DOCUMENTS AS THE LENDER MAY REASONABLY REQUIRE.

     C.THE LENDER SHALL HAVE RECEIVED THE EXECUTED LEGAL OPINION OF CROWE &
DUNLEVY, SPECIAL  FAA  COUNSEL  TO  THE  BORROWER,  IN  FORM  AND SUBSTANCE
SATISFACTORY  TO  THE  LENDER  TAKING  INTO ACCOUNT THIS AMENDMENT AND  THE
MATTERS CONTEMPLATED HEREBY (INCLUDING,  WITHOUT LIMITATION, OPINIONS AS TO
THE EFFECTIVENESS OF THE FILING OF THE SUN  JET  AIRCRAFT  LEASE  WITH  THE
FAA).   SUCH  LEGAL  OPINION  SHALL  COVER  SUCH  MATTERS  INCIDENT  TO THE
TRANSACTIONS  CONTEMPLATED  BY THIS AMENDMENT AND THE OTHER THIRD AMENDMENT
DOCUMENTS AS THE LENDER MAY REASONABLY REQUIRE.

     D.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  AIRCRAFT ACQUISITION AND THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AMENDMENT  AND  THE OTHER THIRD AMENDMENT DOCUMENTS
TO  WHICH  THE  BORROWER  IS A PARTY, CERTIFIED  BY  THE  SECRETARY  OR  AN
ASSISTANT SECRETARY OF THE  BORROWER  AS  OF  THE THIRD 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.

     E.THE LENDER SHALL HAVE RECEIVED A CERTIFICATE OF  THE SECRETARY OR AN
ASSISTANT  SECRETARY  OF THE BORROWER, DATED THE THIRD AMENDMENT  EFFECTIVE
DATE, AS TO  THE INCUMBENCY AND SIGNATURE OF THE OFFICER(S) OF THE BORROWER
EXECUTING EACH  THIRD  AMENDMENT  DOCUMENT  TO  WHICH IT IS A PARTY 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.

     F.THE  LENDER  SHALL  HAVE  RECEIVED  CERTIFICATES  FROM THE BORROWER,
STATING THAT ITS GOVERNING DOCUMENTS HAVE NOT BEEN AMENDED  SINCE SEPTEMBER
30, 1996.

     G.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.

     H.THE LENDER SHALL HAVE RECEIVED ALL CHATTEL PAPER  ORIGINAL COPIES OF
THE SUN JET LEASE AND ALL DOCUMENTS REQUIRED TO BE DELIVERED  UNDER ARTICLE
THREE OF THE TERM LOAN D AIRCRAFT CHATTEL MORTGAGE.

     I.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 THIRD 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).

     J.NO  DEFAULT  OR  EVENT  OF  DEFAULT  SHALL  HAVE  OCCURRED   AND  BE
CONTINUING.

     K.ALL  CORPORATE AND OTHER PROCEEDINGS, AND ALL DOCUMENTS, INSTRUMENTS
AND OTHER LEGAL MATTERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THE THIRD AMENDMENT  DOCUMENTS,  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.

     L.THE LENDER SHALL HAVE RECEIVED A BORROWING BASE  CERTIFICATE SHOWING
THE REVOLVER BORROWING BASE, THE TERM LOAN A BORROWING BASE,  THE TERM LOAN
B  BORROWING  BASE,  THE  TERM LOAN C BORROWING BASE, AND THE TERM  LOAN  D
BORROWING BASE, IN EACH CASE  AS OF  THE BUSINESS DAY IMMEDIATELY PRECEDING
THE THIRD AMENDMENT EFFECTIVE DATE,  WITH  APPROPRIATE INSERTIONS AND DATED
THE THIRD AMENDMENT EFFECTIVE DATE, SATISFACTORY  IN  FORM AND SUBSTANCE TO
THE LENDER, EXECUTED BY A RESPONSIBLE OFFICER OR ANY VICE  PRESIDENT OF THE
BORROWER.

     M.THE  LENDER  SHALL  HAVE  RECEIVED  EVIDENCE  IN  FORM  AN SUBSTANCE
SATISFACTORY  TO  IT  THAT  ALL  OF THE REQUIREMENTS OF SECTION 6.6 OF  THE
EXISTING  CREDIT  AGREEMENT  AND SECTION  5(O)  OF  THE  BORROWER  SECURITY
AGREEMENT  SHALL HAVE BEEN SATISFIED  WITH  RESPECT  TO  THE  TERM  LOAN  D
AIRCRAFT.

     N.THE LENDER  SHALL  HAVE  RECEIVED  EVIDENCE  IN  FORM  AND SUBSTANCE
SATISFACTORY  TO IT THAT ALL FILINGS, RECORDINGS, REGISTRATIONS  AND  OTHER
ACTIONS, INCLUDING,  WITHOUT LIMITATION, THE FILING OF FINANCING STATEMENTS
ON FORMS UCC-1, NECESSARY  OR,  IN  THE OPINION OF THE LENDER, DESIRABLE TO
PERFECT THE LIENS CREATED BY THE SECURITY  DOCUMENTS  WITH  RESPECT  TO THE
TERM LOAN D AIRCRAFT SHALL HAVE BEEN COMPLETED.

     O.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 BE A PARTY.

                                ****ARTIII.

                         Miscellaneous

     A.CLOSING  FEE;  PAYMENT  OF  EXPENSES.   (a) On the  Third  Amendment
Effective  Date,  the  Borrower  shall  pay  to the Lender  in  immediately
available funds a fee equal to $16,000.00 (which  shall  be  in addition to
all  fees  paid to the Lender prior to the execution and delivery  of  this
Amendment).  The Lender is hereby authorized to withhold the amount of such
fee from the proceeds of Term Loan D.

     *1.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 THIRD 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.SUN JET  AIRCRAFT  LEASE  SUPPLEMENT  AND RECEIPTS.  Borrower hereby
agrees that that it shall deliver to the Lender  an  original executed copy
of the Sun Jet Aircraft Lease Supplement and Receipt immediately  upon  its
execution and delivery by the Borrower and Sun Jet.

     C.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.

     D.ACKNOWLEDGEMENT.  The Borrower hereby acknowledges that the  Sun Jet
Consent  and  Agreement  constitutes  a  Consent  and  Agreement  under the
Agreement  and  the  Term  Loan D Aircraft Chattel Mortgage constitutes  an
Aircraft Chattel Mortgage under the Agreement.

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

     F.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.

     *1.THIS AMENDMENT MAY BE EXECUTED BY ONE OR MORE OF THE PARTIES HERETO
ON ANY NUMBER  OF  SEPARATE COUNTERPART, 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>




                                SCHEDULE I

                APPROVED AIRCRAFT, APPROVED AIRCRAFT LEASES
               PERMITTED JURISDICTIONS AND PERMITTED LESSEES

TERM LOAN A AIRCRAFT:

     DESCRIPTION               REGISTRATION NO. MANUFACTURER SERIAL NO.

1.   McDonnell Douglas DC9-14      N949L               45844
2.   McDonnell Douglas DC9-15F N9357              47156

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-7   656961
5.   Pratt & Whitney JT8D-7   653327
6.   Pratt & Whitney JT8D-9   666227



                                    -3-


<PAGE>




TERM LOAN B AIRCRAFT

     DESCRIPTION         REGISTRATION NO.    MANUFACTURER SERIAL NO.

1.   Boeing B-727-044F   N94GS               18892
2.   Boeing B-727-031F   N210NE              18903
3.   Boeing B-727-031F   N220NE              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



                                    -4-


<PAGE>




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.

4.   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.   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 SECTIONS 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 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

4.   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).

5.   PROPERTY SUBJECT TO LEASE:  (1) MCDONNELL DOUGLAS DC-9-51 AIRCRAFT,
     TWO (20 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.



                                    -7-


<PAGE>




                               SCHEDULE 1.1


              AIRCRAFT, AIRCRAFT ENGINES AND AIRCRAFT LEASES


AIRCRAFT AND AIRCRAFT ENGINES:

     DESCRIPTION              REGISTRATION NO. MANUFACTURER SERIAL NO.

1.   AIRCRAFT:
     MCDONNELL DOUGLAS DC9-14     N949L          45844
     AIRCRAFT ENGINES:
     PRATT & WHITNEY JT8D ENGINE                 656961
     PRATT & WHITNEY JT8D ENGINE                 653327

2.   AIRCRAFT:
     MCDONNELL DOUGLAS DC9-15F    N9357          47156
     AIRCRAFT ENGINES:
     PRATT & WHITNEY JT8D ENGINE                 653893
     PRATT & WHITNEY JT8D ENGINE                 649055

3.   AIRCRAFT ENGINES:
     Pratt & Whitney JT8D engine                 654823

1.   AIRCRAFT:
     BOEING 727-044F              N94GS          18892
     AIRCRAFT ENGINE:
     PRATT & WHITNEY JT8D-7 ENGINE               654550
     PRATT & WHITNEY JT8D-7 ENGINE               655463
     PRATT & WHITNEY JT8D-7 ENGINE               649033

2.   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

3.   AIRCRAFT:
     BOEING 727-031F              N220NE         18905
     AIRCRAFT ENGINES:
     PRATT & WHITNEY JT8D-7 ENGINE               648897
     PRATT & WHITNEY JT8D-7 ENGINE               649406
     PRATT & WHITNEY JT8D-7 ENGINE               649368

4.   AIRCRAFT ENGINES:
     PRATT & WHITNEY JT8D-9 ENGINE               666227

5.   AIRCRAFT
     MCDONNELL DOUGLAS DC-9-51    N919PJ         47663

6.   AIRCRAFT ENGINES:
     PRATT & WHITNEY JT8D-17                     P688741
     PRATT & WHITNEY JT8D-17                     P688116B

7.   AIRCRAFT
     MCDONNELL DOUGLAS DC-9-51    N920PJ         47667

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




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<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

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

4.   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)



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<PAGE>





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 SECTIONS 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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<PAGE>




                               SCHEDULE 2.3D

                 TERM LOAN D PRINCIPAL REPAYMENT SCHEDULE


PRINCIPAL PAYMENT DATE                  PRINCIPAL AMOUNT DUE
October 31, 1997                             $ 60,000.00
November 30, 1997                            $ 60,000.00
December 31, 1997                            $ 60,000.00
January 31, 1998                             $ 60,000.00
February 28, 1998                            $ 60,000.00
March 31, 1998                               $ 60,000.00

April 30, 1998                               $ 60,000.00
May 31, 1998                                 $ 60,000.00
June 30, 1998                                $ 60,000.00
July 31, 1998                                $ 60,000.00
August 31, 1998                              $ 60,000.00
September 30, 1998                           $ 60,000.00
October 31, 1998                             $ 60,000.00
November 30, 1998                            $ 60,000.00
December 31, 1998                            $ 60,000.00
January 31, 1999                             $ 60,000.00
February 28, 1999                            $ 60,000.00
March 31, 1999                               $ 60,000.00

April 30, 1999                               $ 60,000.00
May 1, 1999                                  $ 60,000.00
June 30, 1999                                $ 60,000.00
July 31, 1999                                   $0.00
August 31, 1999                                 $0.00
September 30, 1999                              $0.00
October 31, 1999                                $0.00
November 30, 1999                               $0.00
December 31, 1999                            $ 340,000.00





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