EXECUTION COPY

                   FIRST AMENDMENT, WAIVER AND AGREEMENT

          FIRST AMENDMENT, WAIVER AND AGREEMENT, dated as of March 24, 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) an
$11,000,000.00 revolving credit  facility  (the  "REVOLVER FACILITY") and a
$3,000,000.00 term loan facility (as specifically  defined below, the "TERM
LOAN A FACILITY"), which is secured by accounts receivable,  inventory  and
other  collateral  of  the  Borrower.   The Borrower has requested that the
Lender  provide  an  additional  $3,750,000.00   term   loan  facility  (as
specifically defined below, the "TERM LOAN B FACILITY") for the acquisition
of three (3) Boeing 727-100 aircraft (bearing manufacturer's serial numbers
18892,  18903  and 18905, respectively) (the "AIRCRAFT ACQUISITION").   The
Borrower has also  requested  that  the  Lender increase the maximum amount
available  under the Revolver Facility to $13,000,000.00.  Subject  to  the
terms and conditions  hereof, the Lender is willing (i) to provide the Term
Loan B Facility to the  Borrower,  (ii)  to  increase  the  maximum  amount
available  under the Revolver Facility to $13,000,000.00 and (iii) to amend
and waive 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,  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 the same may
have been amended, supplemented or modified from time to time up to but not
including the effectiveness of this Amendment.

          "FIRST AMENDMENT DOCUMENTS": the First Amendment, Amendment No. 1
to Borrower Security Agreement, the Pledge Agreement, the Emery Consent and
Agreement,  the  Term Loan B Aircraft Chattel Mortgages, the Emery  Leases,
the  Emery  Aircraft   Lease  Supplements,  Term  Note  B,  and  any  other
agreements, instruments  and documents executed or delivered pursuant to or
in connection with the First  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:

          *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.

          *a)It has the power and authority,  and the legal right, to make,
deliver and perform this Amendment and the other  First 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  First 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 First
Amendment  Documents to which it is a party.  Each First Amendment Document
to which the  Borrower  is  a  party  has been or will be duly executed and
delivered  on behalf of the Borrower.  Each  First  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.

          *a)The  conditions  contained  in  Article  V  hereof  have  been
satisfied.

          *1.The  Borrower  represents that each of the Credit Documents is
on the date hereof in full force and effect.

                                ****ARTII.
                  Amendments to Existing Credit Agreement

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

               "AMENDMENT  NO.  1  TO  BORROWER  SECURITY  AGREEMENT": that
     certain Amendment No. 1 to Borrower Security Agreement,  dated  as  of
     the First Amendment Effective Date, from the Borrower to the Lender.

               "EMERY":    Emery   Worldwide   Airlines,   Inc.,  a  Nevada
     corporation.

               "EMERY AIRCRAFT LEASE SUPPLEMENTS": the collective reference
     to the Lease Assignment Assumption and Releases, dated as of March 24,
     1997  by  and  among AAR Engine Group, Inc., the Borrower  and  Emery,
     pursuant to which  the  Borrower  becomes the lessor under each of the
     Emery Leases.

               "EMERY CONSENT AND AGREEMENT":   that  certain  Consent  and
     Agreement,  dated  as  of  the  date  hereof,  by and among Emery, the
     Borrower and the Lender, in respect of the Emery Leases.

               "EMERY LEASES": the collective reference  to  each  Aircraft
     Least  Agreement  in  respect  of a Term Loan B Aircraft, dated as  of
     February  17,  1994  September  22,   1993  and  September  23,  1993,
     respectively, and each of which is between  Emery  (as lessee) and the
     Borrower   (as   successor  lessor),  as  the  same  may  be  amended,
     supplemented or modified from time to time.

               "FIRST AMENDMENT":  that certain First Amendment, Waiver and
     Agreement, dated as of March 24,  1997,  between  the Borrower and the
     Lender.

               "FIRST AMENDMENT DOCUMENTS": the First Amendment,  Amendment
     No. 1 to Borrower Security Agreement, the Pledge Agreement, the  Emery
     Consent and Agreement, the Term Loan B Aircraft Chattel Mortgages, the
     Emery  Leases,  the Emery Aircraft Lease Supplements, Term Note B, and
     any other agreements,  instruments and documents executed or delivered
     pursuant  to  or  in connection  with  the  First  Amendment  and  the
     transactions contemplated thereby.

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

               "PLEDGE AGREEMENT":  that certain Borrower Pledge Agreement,
     dated  as  of the First Amendment Effective Date, from the Borrower to
     the Lender pursuant  to  which the Borrower pledges to the Lender 100%
     of the outstanding Capital  Stock  of  IASG-Virgin  Islands, Inc., its
     wholly-owned subsidiary.

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

               "TERM LOAN A AIRCRAFT":  means each Aircraft owned from time
     to  time  by  the  Borrower  and listed as a Term Loan A 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 A AIRCRAFT  ENGINE":   means each Aircraft Engine
     owned from time to time by the Borrower and listed  as  a  Term Loan A
     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 A BORROWING BASE":  at any time, an amount  equal
     to (i) 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 A Aircraft domiciled in jurisdictions other than  Kenya  and  all
     Term Loan A Aircraft Engines and (ii) 50% (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 A Aircraft  domiciled  in
     Kenya.

               "TERM LOAN A FACILITY":   at any time, the obligation of the
     Lender to make Term Loan A in accordance  with  the provisions of this
     Agreement,  which  shall not exceed an amount equal  to  $3,000,000.00
     MINUS the aggregate amount of repayments of principal then required to
     have been made in accordance with SCHEDULE 2.3A.

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

               "TERM LOAN B AIRCRAFT":  means each Aircraft owned from time
     to time by the Borrower and listed  as  a  Term  Loan  B  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 B AIRCRAFT ENGINE":  means each Aircraft  Engine
     owned from time to  time  by  the Borrower and listed as a Term Loan B
     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 B AIRCRAFT  CHATTEL  MORTGAGES":   the collective
     reference  to  each Aircraft Chattel Mortgage, dated as of  the  First
     Amendment Effective Date, from the Borrower to the Lender with respect
     to a Term Loan B Aircraft.

               "TERM  LOAN B 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 B
     Aircraft and all Term Loan B Aircraft Engines.

               "TERM LOAN B FACILITY":  at any  time, the obligation of the
     Lender to make Term Loan B in accordance with  the  provisions of this
     Agreement,  which  shall  not exceed an amount equal to  $3,750,000.00
     MINUS the aggregate amount of repayments of principal then required to
     have been made in accordance with SCHEDULE 2.3B.

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

               "TERM  LOAN FACILITIES":  the collective  reference  to  the
     Term Loan A Facility and the Term Loan B Facility.

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

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

               "TERM NOTE B":  a promissory note of the Borrower evidencing
     Term Loan B, 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 and the Term Loan B 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  Security  Documents, the Republic Intercreditor  Agreement,  each
     Consent and Agreement, Term Note A, Term Note B, 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 Credit Agreement is hereby deleted in its entirety and replaced by
the following:

               ""FACILITIES":  the  collective  reference  to  the Revolver
     Facility and the Term Loan Facilities."

          *1.Clause  I  of  the definition of "Revolver Borrowing Base"  in
Section 1.1 of the Existing Credit  Agreement  is  hereby  deleted  in  its
entirety and replaced by the following:

               "I.   the  sum  of  (a) 85% (or such other percentage as the
     Lender shall determine in its sole  and  absolute  discretion)  of the
     total  outstanding balance, after subtracting any Collateral Reserves,
     of then  Eligible Accounts and Eligible Lease Payment Receivables, (b)
     100% (or such  other  percentage  as the Lender shall determine in its
     sole  and  absolute  discretion)  of  the   aggregate  amount  of  all
     maintenance reserves held in a restricted account  pursuant to Section
     3.5(f),  and (c) the least of (i) 100 % (or such other  percentage  as
     the Lender shall determine in its sole and absolute discretion) of the
     total  cost,  after  subtracting  any  Collateral  Reserves,  of  then
     Eligible   Inventory   plus  $500,000.00,  (ii)  75%  (or  such  other
     percentage as the Lender  shall  determine  in  its  sole and absolute
     discretion)  of  the  Forced Liquidation Value, after subtracting  any
     Collateral    Reserves,    of     such    Eligible    Inventory    and
     (iii) $9,500,000.00;"

          *1.The definition of "Revolver  Facility"  in  Section 1.1 of the
Existing Credit Agreement is hereby amended by deleting in  the  third line
thereof  the  number  "$11,000,000.00"  and  replacing  it  with the number
"$13,000,000.00".

          *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 and the  Term  Loan  B Facility
     (without regard to any Term Loan B borrowings made prior to or on such
     date)  on such date exceeds the sum of the Term Loan A Borrowing  Base
     on such date and the Term Loan B Borrowing Base on such date."

          *1.The  definition  of "Security Documents" in Section 1.1 of the
Existing Credit Agreement is hereby  amended  by  adding in the second line
thereof  the  words  "Amendment No. 1 to Borrower Security  Agreement,  the
Pledge Agreement," after the words "Borrower Security Agreement,".

          *1.The term "Term Loan Borrowing Base" and its related definition
in Section 1.1 of the Existing Credit Agreement are hereby deleted in their
entirety.

          *1.The term  "Term  Loan  Facility" and its related definition in
Section 1.1 of the Existing Credit Agreement  are  hereby  deleted in their
entirety.

          *1.The term "Term Note" and its related definition in Section 1.1
of the Existing Credit Agreement are hereby deleted in their entirety.

          A.AMENDMENTS TO SECTION 2.3.  Section 2.3 of the Existing  Credit
Agreement is hereby deleted in its entirety and replaced by the following:

               "2.3  TERM  LOAN  FACILITIES.   (a) 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 A Aircraft or a Term
     Loan  A  Aircraft Engine pursuant  to  Section  2.5(a)  hereof,  "TERM
     LOAN A") on  the Closing Date in the principal amount of the lesser of
     (a) the Term Loan  A  Facility  on  such  date and (b) the Term Loan A
     Borrowing Base on such date plus the Revolver  Reserve  on  such  date
     (without  regard  to  the  Term  Loan  B  Facility  or the Term Loan B
     Borrowing Base).  Term Loan A shall be dated the Closing  Date, stated
     to  mature  in  the installments and amounts payable on the dates  set
     forth in SCHEDULE  2.3A  hereto, and bear interest for the period from
     the  Closing  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 A Facility on
     a dollar-for-dollar basis.

               (b) 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 B  Aircraft  or Term Loan B Aircraft Engines
     pursuant  to  Section  2.5(b) hereof, "TERM  LOAN  B")  on  the  First
     Amendment Effective Date  in the principal amount of the lesser of (a)
     the  Term Loan B Facility on  such  date  and  (b)  the  Term  Loan  B
     Borrowing  Base  on  such  date.  Term Loan B shall be dated the First
     Amendment Effective Date, stated  to  mature  in  the installments and
     amounts payable on the dates set forth in SCHEDULE  2.3B  hereto,  and
     bear  interest  for the period from the First Amendment Effective Date
     on the unpaid principal  amount  thereof  at  the  applicable interest
     rates  per  annum  specified  in  Section  3.1.   Notwithstanding  the
     foregoing, no payment of principal of Term Loan B scheduled to be made
     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 shall be required if at the  time such payment is scheduled to be
     made the Forced Liquidation Value of  the Term Loan B Aircraft and the
     Term Loan B Aircraft Engines equals or exceeds 125% of the outstanding
     principal balance of Term Loan B. All payments  of  principal  thereof
     shall reduce the Term Loan B Facility on a dollar-for-dollar basis."

          A.AMENDMENTS  TO SECTION 2.4.  Section 2.4 of the Existing Credit
Agreement is hereby deleted in its entirety and replaced by 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.  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.
     063000-021."

          A.AMENDMENTS  TO SECTION 2.5.  Section 2.5 of the Existing Credit
Agreement is hereby deleted in its entirety and replaced by the following:

               "2.5 DISCRETIONARY  TERM  LOAN  ADVANCE UPON SUBSTITUTION OF
     APPROVED  AIRCRAFT.   (a)  At the request of the  Borrower  and  after
     substitution of a Term Loan  A  Aircraft  or  a  Term  Loan A Aircraft
     Engine (the "SUBSTITUTE TERM LOAN A AIRCRAFT OR ENGINE")  for  a  Term
     Loan  A  Aircraft or a Term Loan A Aircraft Engine which has been sold
     or has suffered  an Event of Loss within six months after repayment of
     Term Loan A 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  A  Aircraft  or Engine,  less  any  applicable  Collateral
     Reserve, and (ii) the amount, if any, by which (A) $3,000,000.00 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 2.3A
     hereto exceeds (B) the outstanding principal balance of Term Loan A 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 A for all
     purposes  hereunder and shall increase the Term Loan A Facility  on  a
     dollar-for-dollar  basis.   From  and after the making of such advance
     the outstanding principal balance of  Term  Loan  A  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.

               (b)  At the request of the  Borrower  and after substitution
     of  a  Term  Loan  B  Aircraft or a Term Loan B Aircraft  Engine  (the
     "SUBSTITUTE TERM LOAN B  AIRCRAFT  OR  ENGINE")  for  a  Term  Loan  B
     Aircraft  or  a Term Loan B Aircraft Engine which has been sold or has
     suffered an Event  of  Loss  within six months after repayment of Term
     Loan B 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 B Aircraft or Engine, less any applicable Collateral Reserve, and
     (ii)  the  amount,  if  any,  by which  (A)  $3,750,000.00  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  2.3B
     hereto exceeds (B) the outstanding principal balance of Term Loan B 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 B for all
     purposes hereunder and shall  increase  the  Term Loan B Facility on a
     dollar-for-dollar basis.  From and after the making  of  such  advance
     the  outstanding  principal  balance  of Term Loan B 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  3.2(B).  Section  3.2(b) of the Existing
Credit  Agreement  is hereby deleted in its entirety and  replaced  by  the
following:

               "(b)  The  Borrower  may  at  any time and from time to time
     prepay either or both 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  and identify the Term Loan as to which such prepayment
     relates.  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  3.3.   Paragraphs  (b), (c) and (d) of
Section  3.3 of the Existing Credit Agreement are hereby deleted  in  their
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,  and then against
     the  repayment  of  Term  Loan  B, and (B) in each such case,  against
     scheduled repayments of principal on a PRO RATA basis.

               (ii) Without in any way  limiting  the  provisions of clause
     (i) of this Section 3.3(b), if on any day the Forced Liquidation Value
     of  the Term Loan B Aircraft and the Term Loan B Aircraft  Engines  is
     less  than 125% of the outstanding principal balance of Term Loan B on
     such day,  the  Borrower  shall  immediately  prepay Term Loan B in an
     amount equal to such deficiency.

               (c) Notwithstanding the provisions of paragraphs (a) and (b)
     of this Section and subject to Section 3.1(b),  the Lender may, in its
     sole  and  absolute  discretion  and  without  waiver  of   any  right
     hereunder,  permit  the amount of the Revolver Advances to exceed  the
     Revolver  Borrowing Base  for  such  time  and  upon  such  terms  and
     conditions as it may determine.

               (d)  The Borrower shall (A) immediately upon each sale of an
     Approved Aircraft  either  substitute,  with the consent of the Lender
     (in its sole and absolute, discretion), Approved  Aircraft  having  an
     aggregate  Forced  Liquidation  Value  at  least  equal  to the Forced
     Liquidation Value of such sold Approved Aircraft or prepay the related
     Term  Loan  in  an amount equal to the lesser of (x) 100% of  the  Net
     Proceed thereof and (y) the sum of the Revolver Reserve and the amount
     by which the related Term Loan Borrowing Base is reduced by such sale,
     and (B) within two (2) Business Days after the occurrence of any Event
     of Loss with respect  to  an Approved Aircraft prepay the related Term
     Loan in an amount equal to  the  lesser  of (x) the greater of 100% of
     the  Forced  Liquidation Value of such Approved  Aircraft  immediately
     prior to such  Event of Loss and the insurance proceeds received or to
     be received in respect thereof and (y) the sum of the Revolver Reserve
     and the amount by  which  the  related  Term  Loan  Borrowing  Base is
     reduced  by  such Event of Loss.  Amounts so paid shall be applied  to
     the scheduled  repayments  of  principal on a PRO RATA basis and shall
     reduce  the  applicable  Term Loan  Facility  on  a  dollar-for-dollar
     basis."

          A.AMENDMENTS TO SECTION  3.5(E).  The THIRD and FOURTH enumerated
paragraphs of Section 3.5(e) of the  Existing  Credit  Agreement are hereby
deleted in their entirety and replaced by the following:

               "THIRD, to the payment in full of the outstanding  principal
     of  the  Revolver  Advances  and,  upon  the occurrence and during the
     continuance of an Event of Default, at the  option  of  the Lender, to
     the payment in full of the outstanding principal of either  or both of
     the Term Loans;

               FOURTH, to the payment in full of all other Obligations then
     due  and  payable  (including, without limitation, any installment  of
     principal of either  or  both of the Term Loans then due and payable);
     and"

          A.AMENDMENTS TO SECTION 3.5(F). Clauses (ii) and (iii) of Section
3.5(f) of the Existing Credit Agreement  are hereby amended by deleting the
term "Term Loan Borrowing Base" wherever it occurs therein and replacing it
with the term "Term Loan Borrowing Bases" in each such case.

          A.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"), and/or
     (iii)  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 3.9(A).  Section  3.9(a)  of the Existing
Credit Agreement is hereby amended by deleting in the last line thereof the
words "the Term Loan" and replacing them with the words "Term Loan A".

          A.Amendments  to  Section 5.1(e). Section 5.1(e) to the  Existing
Credit Agreement is hereby amended  by  deleting in the second line thereof
the words "the Term Loan" and replacing them with the words "Term Loan A".

          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 and the Term Loan B 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 and (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),  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 SECTION 9.2.  Section 9.2 of the  Existing Credit
Agreement is hereby amended by deleting the Borrower's address  for notices
in its entirety and replacing it with the following:

               "International Airline Support Group, Inc.
               1954 Airport Road, Suite 200
               Atlanta, Georgia 30341
               Attention:  Chief Financial Officer
               Fax:  (770) 455-7550"

          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.

          A.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.

          A.AMENDMENTS TO SCHEDULE 2.3. Schedule 2.3 to the Existing Credit
Agreement is hereby  deleted  in  its  entirety  and replaced with Schedule
2.3A,  which  shall  read  as  is set forth on Schedule  2.3A  hereto,  and
Schedule 2.3B, which shall read as is set forth or Schedule 2.3B hereto.

          A.AMENDMENTS TO SCHEDULE  4.19.  Schedule  4.19  to  the Existing
Credit Agreement is hereby amended in its entirety to read as is  set forth
on Schedule 4.19 hereto.

                                ****ARTII.
                                  Waiver

          A.WAIVER.   The  Lender  hereby  waives  any Default or Event  of
Default arising as a result of the failure by the Borrower  to  comply with
or  to  satisfy  the  requirements  of  Section 7.18 of the Existing Credit
Agreement, but only with respect to the Aircraft Acquisition.

                                ****ARTII.
                        Conditions to Effectiveness

          This Amendment, and the modifications  to  the  Credit  Agreement
provided  for  herein,  shall  become  effective  on  the  date (the "FIRST
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;

          *a)Amendment No. I to Borrower Security Agreement;

          *a)the Term Loan B Aircraft Chattel Mortgages;

          *a)the Emery Aircraft Lease Supplements;

          *a)the Emery Consent and Agreement;

          *a)the Term B Note;

          *a)the Pledge Agreement; and

          *a)all Uniform Commercial Code financing statements on Form UCC-1
and UCC-3 required by the Lender.

          A.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  First  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 transactions contemplated by this Amendment  and  the  other  First
Amendment Documents as the Lender may reasonably require.

          A.The  Lender  shall  have received the executed legal opinion of
Daugherty, Fowler & Peregrin, 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 Term  Loan B Aircraft
Chattel Mortgages and the Emery Aircraft Lease Supplements with  the  FAA).
Such  legal  opinion  shall cover such matters incident to the transactions
contemplated by this Amendment  and  the other First Amendment Documents as
the Lender may reasonably require.

          A.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 First Amendment Documents
to which the Borrower  is  a  party,  certified  by  the  Secretary  or  an
Assistant  Secretary  of  the  Borrower as of the First 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.

          A.The Lender shall have  received  a certificate of the Secretary
or  an  Assistant  Secretary  of the Borrower, dated  the  First  Amendment
Effective Date, as to the incumbency and signature of the officer(s) of the
Borrower executing each First 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.

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

          A.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
foreign corporation or other entity except where the failure  to so qualify
would not have a Material Adverse Effect.

          A.The  Lender  shall  have  received  all  chattel paper original
copies of the Emery Leases and all documents required to be delivered under
Article Three of each of the Term Loan B Aircraft Chattel Mortgages.

          A.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 First 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).

          A.Except  as  provided  for in Article IV, no Default or Event of
Default shall have occurred and be continuing.

          A.All  corporate  and  other   proceedings,  and  all  documents,
instruments  and other legal matters in connection  with  the  transactions
contemplated  by   the  First  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.

          A.The Lender shall have  received  a  Borrowing  Base Certificate
showing the Revolver Borrowing Base, the Term Loan A Borrowing Base and the
Term Loan B Borrowing Base, in each case as of the Business Day immediately
preceding  the First Amendment Effective Date, with appropriate  insertions
and dated the  First  Amendment  Effective  Date,  satisfactory in form and
substance  to  the Lender, executed by a Responsible Officer  or  any  Vice
President of the Borrower.

          A.The  Lender  shall have received evidence in form and 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  B
Aircraft.

          A.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  duly  executed
Aircraft Chattel  Mortgages  with the FAA and 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 B
Aircraft shall have been completed.

          A.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.

                                ****ARTII.
                               Miscellaneous

          A.CLOSING FEE; PAYMENT OF  EXPENSES.    On  the  First  Amendment
Effective  Date,  the  Borrower  shall  pay  to  the  Lender in immediately
available funds a fee equal to $50,000.00 (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 B.

          *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  First  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.

          A.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.

          A.ACKNOWLEDGMENT.   The  Borrower  hereby  acknowledges  that the
Emery  Consent and Agreement constitutes a Consent and Agreement under  the
Agreement   and  each  of  the  Term  Loan  B  Aircraft  Chattel  Mortgages
constitutes an Aircraft Chattel Mortgage under the Agreement.

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

          A.GOVERNING  LAW;  COUNTERPARTS.   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 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.

1.   Boeing B-727-100F        N723JE                18896{1}
2.   McDonnell Douglas DC9-14 N949L                 45844
3.   McDonnell Douglas DC9-15F N9357                47156

TERM LOAN A ENGINES

     DESCRIPTION              MANUFACTURER SERIAL NO.

1.   Pratt & Whitney JT8D-7   657462
2.   Pratt & Whitney JT8D-7   654823
3.   Pratt & Whitney JT8D-7   649055
4.   Pratt & Whitney JT8D-7   653893
5.   Pratt & Whitney JT8D-7   656961
6.   Pratt & Whitney JT8D-7   653327
7.   Pratt & Whitney JT8D-7   655163{2}
8.   Pratt & Whitney JT8D-7   654475{3}
9.   Pratt & Whitney JT8D-7   653700{4}
10.  Pratt & Whitney JT8D-9   666227{5}
11.  Pratt & Whitney JT8D-9   687850{6}
12.  Pratt & Whitney JT8D-9   687868{7}
13.  Pratt & Whitney JT8D-9   687869{8}

TERM LOAN B AIRCRAFT

______________________
{1}  Pending Sale
{2}  Pending Sale
{3}  Pending Sale
{4}  Pending Sale
{5}  Pending Purchase
{6}  Pending Purchase
{7}  Pending Purchase
{8}  Pending Purchase


                                    -4-


<PAGE>




DESCRIPTION                  REGISTRATION NO.  MANUFACTURER SERIAL NO.

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

APPROVED AIRCRAFT LEASES:

1.   Property   subject  to  lease:   (1)   Boeing   B-727-100F   freighter
     aircraft,{9}  (3)  Pratt  &  Whitney  JT8D  engines  and other related
     equipment.

Lessee:   Custom Air Holdings, Inc.
Term:     Month to Month
Amount:   $40,000  per  month  plus engine reserves of $60 per  engine  per
          flight hour or cycle,  whichever  is greater per engine (total of
          $180 for all three engines), and airframe  reserves  of  $70  per
          flight hour.

2.   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  February  17,  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.
______________________
{9} Pending Sale

Lessee: Emery Worldwide Airlines, Inc.
Term:     September  22, 1993 through September 22, 1998, 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)  Boeing 727-031F Aircraft, (3) Pratt &
     Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term:     September 23, 1993 through September  23,  1998, 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-


<PAGE>




                          SCHEDULE I (CONTINUED)

PERMITTED JURISDICTIONS:

     WITH RESPECT TO APPROVED 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 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 B-727-100F  freighter  aircraft
     and (3) Pratt & Whitney JT8D engines and other related equipment

Lessee:   Custom Air Holdings, Inc.
Term:     Month to Month
Amount:   $40,000  per  month  plus  engine  reserves of $60 per engine per
          flight hour or cycle, whichever is greater  per  engine (total of
          $180  for all three engines), and airframe reserves  of  $70  per
          flight hour.



                                    -6-


<PAGE>




                          SCHEDULE I (CONTINUED)

2.   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  February  17,  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  22, 1993 through September 22, 1998, 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:  (1)  Boeing 727-031F Aircraft, (3) Pratt &
     Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Tenn:     September 23, 1993 through September  23,  1998, 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.   Add Express One
          (See Schedule 1.1. Item 5)



                                    -7-


<PAGE>




                               SCHEDULE 1.1


              AIRCRAFT, AIRCRAFT ENGINES AND AIRCRAFT LEASES


AIRCRAFT AND AIRCRAFT ENGINES:

     DESCRIPTION             REGISTRATION NO. MANUFACTURER SERIAL NO.

1.   Aircraft:
     Boeing B-727-100F{10}   N723JE              18896
     AIRCRAFT ENGINES:
     Pratt & Whitney JT8D engine{11}             655163
     Pratt & Whitney JT8D engine{12}             654475
     Pratt & Whitney JT8D engine{13}             653700

2.   AIRCRAFT:
     McDonnell Douglas DC9-14 N949L              45844
     AIRCRAFT ENGINES:
     Pratt & Whitney JT8D engine                 656961
     Pratt & Whitney JT8D engine                 653327

3.   AIRCRAFT:
     McDonnell Douglas DC9-15F N9357             47156
     AIRCRAFT ENGINES:
     Pratt & Whitney JT8D engine                 653893
     Pratt & Whitney JT8D engine                 649055

4.   AIRCRAFT ENGINES:
     Pratt & Whitney JT8D engine 654823
     Pratt & Whitney JT8D engine 657243

5.   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
_________________________
{10} Pending Sale
{11} Pending Sale
{12} Pending Sale
{13} Pending Sale


                                    -8-


<PAGE>




6.   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

7.   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

8.   AIRCRAFT ENGINES:
     Pratt & Whitney JT8D-9  engine {14} 666227
     Pratt & Whitney JT8D-9  engine {15}          689850
     Pratt & Whitney JT8D-9  engine {16}          687868
     Pratt & Whitney JT8D-9  engine {17          } 687869





_______________________

{14} Pending Purchase
{15} Pending Purchase
{16} Pending Purchase
{17} Pending Purchase


                                    -9-


<PAGE>




                         SCHEDULE 1.1 (CONTINUED)


AIRCRAFT LEASES:

1.   Property  subject to lease: (1) Boeing B-727-100F freighter  aircraft,
     Serial No.  18996  and  (3)  Pratt & Whitney JT8D engines, Serial Nos.
     655163, 654475 and 653700, and other related equipment

Lessee:   Custom Air Holdings, Inc.
Term:     Month to Month
Amount:   $40,000 per month plus engine  reserves  of  $60  per  engine per
          flight  hour or cycle, whichever is greater per engine (total  of
          $180 for  all  three  engines),  and airframe reserves of $70 per
          flight hour.

2.   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 February 17, 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 22, 1993 through September 22, 1998,  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



                                   -10-


<PAGE>




     4. 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  23,  1993 through September 23, 1998, 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:  (3)  Pratt  &  Whitney  JT8D-7 engines and
     other related equipment.

Lessee:   Express One International, Inc.
Term:     _________ 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).



                                   -11-


<PAGE>




                               SCHEDULE 2.3A

                 TERM LOAN A PRINCIPAL REPAYMENT SCHEDULE

PRINCIPAL                    PRINCIPAL
PAYMENT DATE:                AMOUNT DUE:

October 31, 1996             $33,333.00
November 30, 1996            $33,333.00
December 31, 1996            $33,333.00
January 31, 1997             $33,333.00
February 28, 1997            $33,333.00
March 31, 1997               $33,333.00
April 30, 1997               $33,333.00
May 31, 1997                 $33,333.00
June 30, 1997                $33,333.00
July 31, 1997                $33,333.00
August 31, 1997              $33,333.00
September 30, 1997           $33,333.00

October 31, 1997             $41,666.00
November 30, 1997            $41,666.00
December 31, 1997            $41,666.00
January 31, 1998             $41,666.00
February 28, 1998            $41,666.00
March 31, 1998               $41,666.00
April 30, 1998               $41,666.00
May 31, 1998                 $41,666.00
June 30, 1998                $41,666.00
July 31, 1998                $41,666.00
August 31, 1998              $41,666.00
September 30, 1998           $41,666.00

October 31, 1998             $50,000.00
November 30, 1998            $50,000.00
December 31, 1998            $50,000.00
January 31, 1999             $50,000.00
February 28, 1999            $50,000.00
March 31, 1999               $50,000.00
April 30, 1999               $50,000.00
May 31, 1999                 $50,000.00
June 30, 1999                $50,000.00
July 31, 1999                $50,000.00
August 31, 1999              $50,000.00


                                   -12-


<PAGE>




                         SCHEDULE 2.3A (CONTINUED)

                 TERM LOAN A PRINCIPAL REPAYMENT SCHEDULE

PRINCIPAL                    PRINCIPAL
PAYMENT DATE:                AMOUNT DUE:
September 30, 1999           $50,000.00

October 31, 1999             $58,333.00
November 30, 1999            $58,333.00
December 31, 1999            $58,333.00
January 31, 2000             $58,333.00
February 29, 2000            $58,333.00
March 31, 2000               $58,333.00
April 30, 2000               $58,333.00
May 31, 2000                 $58,333.00
June 30, 2000                $58,333.00
July 31, 2000                $58,333.00
August 31, 2000              $58,333.00
September 30, 2000           $58,333.00

October 31, 2000             $66,666.00
November 30, 2000            $66,666.00
December 31, 2000            $66,666.00
January 31, 2001             $66,666.00
February 28, 2001            $66,666.00
March 31, 2001               $66,666.00
April 30, 2001               $66,666.00
May 31, 2001                 $66,666.00
June 30, 2001                $66,666.00
July 31, 2001                $66,666.00
August 31, 2001              $66,666.00
September 30, 2001           $66,666.00



                                   -13-


<PAGE>




                               SCHEDULE 2-3B
                 TERM LOAN B PRINCIPAL REPAYMENT SCHEDULE

PRINCIPAL                    PRINCIPAL
PAYMENT DATE                 AMOUNT DUE

March 31, 1997
April 30, 1997               $85,000.00
May 31, 1997                 $85,000.00
June 30, 1997                $85,000.00
July 31, 1997                $85,000.00
August 31, 1997              $85,000.00
September 30,  1997          $85,000.00
October 31, 1997             $85,000.00
November 30, 1997            $85,000.00
December 31, 1997            $85,000.00
January 31, 1998             $85,000.00
February 28, 1998            $85,000.00
March 31, 1998               $85,000.00

April 30, 1998               $95,000.00
May 31, 1998                 $95,000.00
June 30, 1998                $95,000.00
July 31, 1998                $95,000.00
August 31, 1998              $95,000.00
September 30, 1998           $95,000.00
October 31, 1998             $95,000.00
November 30, 1998            $95,000.00
December 31, 1998            $95,000.00
January 31, 1999             $95,000.00
February 28, 1999            $95,000.00
March 31, 1999               $95,000.00

April 30, 1999                 $0.00
May 1, 1999                    $0.00
June 30, 1999                  $0.00
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              $0.00
January 31, 2000               $0.00
February 29, 2000              $0.00


                                   -14-


<PAGE>




PRINCIPAL                      PRINCIPAL
PAYMENT DATE                   AMOUNT DUE

March 31, 2000                 $1,590,000.00



                                      -1-


<PAGE>




SCHEDULE 4.19

                   International Airline Support Group, Inc.

                        Schedule of Insurance Policies

                                   1996-1997


<TABLE>
<CAPTION>

     COVERAGE          LIMITS   TERM                          EXPIRES BROKER INSURER POLICY NO
<S>                 <C>          <C> <C>  <C>      <C>               <C>

Aviation            $10,000,000  1                            07/01/97 Nation 100% National AP 3383087-
Premises/Products   any one      yr          Air   Union Fire                 01
Liability           accident                       Insurance Co.
                    combined
                    single limit

Aviation Parts      $10,000,000  1                            07/01/97 Nation 100% National AV 3383086-
Coverage            any one      yr          Air   Union Fire                 01
                    occurrence                     Insurance Co.
Deductible          $2,500
                    each and
                    every loss

Commercial Property              1                            06/10/97 Hamilton 100% Crum & 505046326
- Florida                        yr.       Dorsey  Forster
      8095 NW 64th  $650,000
St.                 $500,000
Real Property       $100,000
Endorsement -       $75,000
Building            $75,000
Personal Property   $125,000
Valuable Papers &                                             06/01/97 505046326
Records             $10,000               Hamilton
EDP - Hardware                             Dorsey
EDP - Software                                     100% Crumm &
Extra Expense                                      Forster
Commercial Property
- Atlanta
Personal Property

Flood                            1                            09/16/97 100% Bankers 9000724613402
      8095 NW 64th               yr.               Insurance Group
St.                 $250,000
Building            $0
Contents

Worker's            $100,000     1                            08/19/97 100% 00914-000
Compensation &      BI by        yr.               Riscorp/Commerce
Employers Liability Accident/Each                  Mutual
- Florida           accident
                    $500,000
                    BI by
                    Disease/Policy
                    Limit
                    $100,000
                    BI by
                    Disease/Each
                    Employee

Commercial Auto -   $1,000,000   1                            06/01/97 Hamilton 100% Crum & BINDER46064
Florida             Combined     yr.       Dorsey  Forster
                    single
Policy includes:    limit/
FLORIDA             each
80 Mack Flat Bed    accident
#0140 (Liability    $2,500
only)               PIP - Texas
97 Chev Van #7168   $1,000,000
96 Chev 3/4 Ton P/U Uninsured
#6645               Motorist-
                    Fl,Tx
                    $1,000,000
                    Hired &
                    nonowned
                    ACV
                    Comprehensive
                    & Collision
                    DEDUCTIBLE
                    $250 -
                    Comprehensive
                    $1,000 -
                    Collision

Crime Policy -      $20,000      3                            06/16/97 Fidelity & 3062974
Pension Plan Bond                yrs.              Deposit
Employee Dishonesty
- 401(k) Plan

Disability          $5,640.00                      Northwestern          D921753
Insurance Policy    Monthly                        Mutual Life
                    Benefit
</TABLE>



                                      -2-