SEVENTH AMENDMENT AND AGREEMENT

          SEVENTH  AMENDMENT  AND  AGREEMENT,  dated as of October 28, 1998
(this   "SEVENTH  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, (ii) a $3,000,000.00 term loan
facility, (iii) a $3,750,000.00 term  loan  facility,  (iv) a $1,500,000.00
term  loan  facility,  (v) a $1,600,000.00 term loan facility  and  (vi)  a
$1,000,000.00 revolving  credit  facility  which  are  secured  by accounts
receivable,  inventory and other collateral of the Borrower.  The  Borrower
has requested  that  the  Lender provide a letter of credit facility in the
amount of $2,000,000.00 (x)  to  provide  for  the  satisfaction of certain
obligations of Air 41 LLC, a Delaware limited liability company ("AIR 41 ")
50  % of which is beneficially owned by the Borrower,  under  that  certain
Secured  Loan  Agreement,  made  as  of  September 16, 1998, between Finova
Capital  Corporation  and Air 41 (the "SECURED  LOAN  AGREEMENT"),  (y)  to
assist the Borrower from  time to time in importing goods and inventory and
(z) otherwise to provide assurance  to  third  parties  of  payment  of the
Borrower's  obligations  thereto.   Subject  to  the  terms  and conditions
hereof, the Lender is willing to provide to Borrower the Letter  of  Credit
Facility (as defined below).

          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.

                                 ARTICLE I
                                Definitions

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

          "AGREEMENT":  means  the  Existing Credit Agreement as amended by
this Seventh Amendment.

          "EXISTING CREDIT AGREEMENT": means the Credit Agreement, dated as
of  September 30, 1996, between the Borrower  and the Lender, as amended by
the First Amendment, Waiver and Agreement, dated  as  of  March  24,  1997,
between  the  Borrower  and the Lender, the Second Amendment and Agreement,
dated as of September 9,  1997,  between  the  Borrower and the Lender, the
Third Amendment and Agreement, dated as of October  15,  1997,  between the
Borrower  and the Lender, the Fourth Amendment and Agreement, dated  as  of
February 4,  1998 between the Borrower and the Lender, the Fifth Amendment,
dated as of July  16,  1998,  between  the Borrower and the Lender, and the
Sixth Amendment, dated as of May 30, 1998,  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 Seventh
Amendment.

          "SEVENTH  AMENDMENT  DOCUMENTS":  this  Seventh Amendment and any
other agreements, instruments and documents executed  or delivered pursuant
to  or  in  connection  with  this  Seventh 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.

                                ARTICLE II
                              Representations

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

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

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

          (c)  The conditions  contained  in  Article  IV  hereof have been
satisfied.
          (d)  Each of the Credit Documents is on the date hereof  in  full
force and effect.

          (e)  The  Secured  Loan  Agreement  is on the date hereof in full
force and effect and no Default (as defined therein)  or  Event  of Default
(as defined therein) has occurred and is continuing on the date hereof.

                                ARTICLE III
                  Amendments to Existing Credit Agreement

          1.   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:

          "AGGREGATE  OUTSTANDING  REVOLVER EXTENSIONS OF CREDIT":  at  any
time, an amount equal to the sum of  (a)  the aggregate principal amount of
all  Revolver  Advances  then outstanding and  (b)  the  Letter  of  Credit
Liabilities then outstanding.

          "GOODS": as defined in Section 2.6(g).

          "DOCUMENTS": as defined in Section 2.6(g).

          "LETTER OF CREDIT": as defined in Section 2.6.

          "LETTER OF CREDIT  DOCUMENTS" shall mean the collective reference
to each Letter of Credit and any  other agreements, instruments, guarantees
or other documents (whether general  in  application  or applicable only to
such  Letter  of  Credit)  governing  or providing for (a) the  rights  and
obligations of the parties concerned or at risk with respect to such Letter
of Credit or (b) any collateral security  for any such obligations, as each
may be modified and supplemented and in effect from time to time.

          "LETTER OF CREDIT FACILITY": at any  time,  the obligation of the
Lender  to  join  in  applications for a Letter of Credit and/or  guarantee
payment or performance  thereunder  in an aggregate principal amount at any
one time outstanding not to exceed $2,000,000.00, as such obligation may be
reduced  from  time  to time in accordance  with  the  provisions  of  this
Agreement.

          "LETTER OF CREDIT  LIABILITY": in respect of any Letter of Credit
at any time, the sum, without  duplication  at any time, of (a) the undrawn
face amount of such Letter of Credit at such  time,  PLUS (b) the aggregate
unpaid principal amount of all obligations of the Borrower at such time due
and payable in respect of all drawings made under such Letter of Credit.

          "REIMBURSEMENT OBLIGATIONS": the obligations  of  the Borrower to
reimburse amounts paid by the Lender in respect of the Letters  of  Credit,
including without limitation all amounts due or which may become due  under
the  Letters of Credit, guarantees or any drafts or acceptances thereunder;
all amounts  charged  or chargeable to the Borrower or to the Lender by any
bank, other financial institution or correspondent bank which opens, issues
or is involved with such  Letters  of  Credit; any other bank charges; fees
and  commissions; duties and taxes; costs  of  insurance;  all  such  other
charges  and  expenses  which  may pertain either directly or indirectly to
such Letters of Credit, drafts,  acceptances, guarantees or to the goods or
documents relating thereto, and the Lender's charges as herein provided.

          "SEVENTH  AMENDMENT":  that   certain   Seventh   Amendment   and
Agreement,  dated  as  of  October  ___, 1998, between the Borrower and the
Lender.

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

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

     (b)  The  definition  of the term  "Available  Revolver  Facility"  in
Section 1.1 of the Existing  Credit  Agreement  is  hereby  deleted  in its
entirety and replaced with the following:

          ""AVAILABLE  REVOLVER FACILITY": at any time, an amount equal  to
the excess, if any, of (a)  the  Revolver  Facility  over (b) the Aggregate
Outstanding Revolver Extensions of Credit."

     (c)  The definition of the term "Credit Documents"  in  Section 1.1 of
the  Existing  Credit  Agreement  is  hereby  deleted  in its entirety  and
replaced with the following:

          "CREDIT  DOCUMENTS":  this  Agreement, the First  Amendment,  the
Second Amendment, the Third Amendment,  the  Fourth  Amendment,  the  Fifth
Amendment, the Sixth Amendment, the Seventh Amendment, the Letter of Credit
Documents, 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."

     (d)  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,
the Open Purchasing Revolver  Facility,  the Letter of Credit Facility, the
Term Loan A Facility, the Term Loan B Facility,  the  Term  Loan C Facility
and the Term Loan D Facility."

     (e)  The definition of the term "Obligations" in Section  1.1  of  the
Existing Credit Agreement is hereby amended by inserting the words "and the
Reimbursement  Obligations"  in the fifth line of said definition after the
words "on the Loans" and before  the  comma  (,) immediately following such
words.

     (f)  The definition of the term "Revolver  Facility" in Section 1.1 of
the  Existing  Credit  Agreement  is  hereby deleted in  its  entirety  and
replaced with the following:

          ""REVOLVER  FACILITY"  the  obligation  of  the  Lender  to  make
Revolver Advances to the Borrower under  Section  2.l(a)  hereof  and or to
join  in  applications  for  Letter of Credits and/or guarantee payment  or
performance thereunder in an aggregate  principal  amount  at  any one time
outstanding not to exceed $13,000,000.00, as such obligation may be reduced
from time to time in accordance with the provisions of this Agreement."

     2.   AMENDMENTS TO SECTION 2. (a) Section 2.l(a) is hereby  amended by
deleting the first sentence thereof in its entirety and replacing  it  with
the following:

          "Subject to the terms and conditions hereof, the Lender agrees in
its  reasonable  discretion  to  make  revolving  credit  loans  ("REVOLVER
ADVANCES")  to  the Borrower from time to time during the period commencing
with and including the Closing Date and ending with the termination of this
Agreement in an aggregate  principal  amount  at  any  one time outstanding
which,  when  added  to the then outstanding Letter of Credit  Liabilities,
shall not exceed the lesser of the Revolver Facility then in effect and the
Revolver Borrowing Base then in effect."

     (b)  Section 2 of  the  Existing Credit Agreement is hereby amended by
incorporating at the end thereof the following section:

          "2.6 LETTER  OF  CREDIT  FACILITY.   Subject  to  the  terms  and
conditions hereof, and in the  Lender's  sole  and absolute discretion, the
Lender,  upon  the  request  of  the Borrower from and  after  the  Seventh
Amendment Effective Date, may from  time  to  time  apply  for, join in the
application  for,  or  guarantee  payment  or performance of, one  or  more
letters  of  credit  (each,  a  "LETTER  OF  CREDIT")  and  any  drafts  or
acceptances thereunder; PROVIDED, HOWEVER, without  in any way limiting the
discretion of the Lender, that in no event shall (i)  the  aggregate amount
of the Letter of Credit Liabilities, PLUS the aggregate principal amount of
the Revolver Advances then outstanding exceed at any time the lesser of the
Revolver  Facility  and  the Revolver Borrowing Base as in effect  at  such
time, (ii) the face amount of any Letter of Credit be less than $50,000.00,
or (iii) the expiration date  of  any  Letter  of  Credit extend beyond the
earlier of (x) the fifth Business Day preceding the  Termination  Date  and
(y)  the date twelve months following the date of such issuance, unless the
Lender has approved such expiry date in writing (but never beyond the fifth
Business  Day  prior to the Termination Date), PROVIDED, HOWEVER, that each
Letter of Credit  may  be automatically extendible for periods of up to one
year (but never beyond the  fifth  Business  Day  preceding the Termination
Date) so long as such Letter of Credit provides that  the Lender retains an
option satisfactory to the Lender to terminate such Letter  of Credit prior
to each extension date.  The following additional provisions shall apply to
each Letter of Credit:

          (a)  The amount and extent of each Letter of Credit and the terms
and  conditions thereof and of any drafts or acceptances thereunder,  shall
in all  respects  be determined solely by or with the consent of the Lender
in  its sole and absolute  discretion  and  shall  be  subject  to  change,
modification and revision by the Lender, at any time and from time to time.

          (b)  On   each   day   during  which  any  Letter  of  Credit  is
outstanding, the Revolver Facility  shall  be  deemed  to  be  utilized (in
addition to the aggregate amount of all Revolver Advances then outstanding)
for  all  purposes hereof in an amount equal to the then aggregate  undrawn
face amounts of all Letters of Credit then outstanding.

          (c)  The  Borrower  hereby  unconditionally  agrees  to  pay  and
reimburse  the  Lender on demand for the amount of each payment made by the
Lender to the issuer  of  a  Letter  of  Credit or otherwise constituting a
Reimbursement Obligation, together with interest  thereon  at  the ABR Rate
from the date payment was made to the date on which payment is demanded  by
the  Lender.   Any  such  payment due from the Borrower and not paid on the
required date shall bear interest  at  rates  specified  in Section 3.l(c).
The Lender is hereby authorized, but shall not be obligated,  to  make  any
such  payment  to  itself  on behalf of the Borrower in whole or in part by
making a Revolver Advance or  by  otherwise  charging  the  account  of the
Borrower.

          (d)  Borrower  shall  pay  to  the  Lender  monthly in advance in
respect of each Letter of Credit a letter of credit commission in an amount
(not  less  than $500) equal to (x) one quarter of one percent  (1/4%)  per
month on the face amount of such Letter of Credit, either opened or amended
(as to expiry  date or dollar amount) for the entire term of such Letter of
Credit (including  for  the  purposes  hereof  the  term  of any time draft
thereunder payable after the expiry thereof); or (y) five sixteenths of one
percent (5/16%) per month for each month (or partial month) during the term
of such Letter of Credit (including for the purposes hereof the term of any
time  draft thereunder payable after the expiry thereof) during  which  the
Loans bear  interest  at  the rate set forth in Section 3. 1 (b).  Upon and
after the occurrence of an  Event  of  Default,  such  commission  shall be
increased by an amount equal to one sixth of one percent (1/6%) per month.

          (e)  All Reimbursement Obligations shall be repaid to the  Lender
solely in Dollars.

          (f)  All  Letters  of  Credit  used  to  assist  the  Borrower in
importing  goods  and inventory shall be opened to cover actual importation
of goods and inventory  solely  for  the Borrower's account, and said goods
will not be sold or transferred, other  than  to  customers in the ordinary
course of business, without our specific, prior written consent.

          (g)  In addition to any indemnification hereunder,  the  Borrower
unconditionally agrees to indemnify the Lender and hold the Lender harmless
from  and  against  any  and  all loss, claim or liability arising from any
transactions, occurrences, errors  or  omissions  relating to any Letter of
Credit;  the  goods  acquired  thereunder  (the  "Goods");   the  documents
evidencing  the  Goods  (the  "Documents"); any discrepant or nonconforming
provisions thereof; steamship or  airway  guaranties, releases, indemnities
or delivery orders or similar documents; any drafts or acceptances; and all
Reimbursement Obligations hereunder, including,  but  not  limited  to, any
such  loss,  claim  or  liability  due  to  any action, errors or omissions
attributable  to the issuer, the Lender, any other  entity,  or  any  other
cause.  The Borrower's  unconditional  obligation  to  the Lender hereunder
shall  not  be  modified  or  diminished  for any reason or in  any  manner
whatsoever.  The Borrower agrees that any charges  made  by  the Lender for
the Borrower's account shall be conclusive on the Lender and may  be repaid
by the creation by Lender of a Revolver Advance or otherwise charged to the
Borrower's account.

          (h)  The  Lender  shall  not  be  responsible for: the existence,
character, quality, quantity, condition, packing,  value or delivery of the
goods  purporting  to be represented by any Documents;  any  difference  or
variation in the character, quality, quantity, condition, packing, value or
delivery of the goods  from  that expressed in the Documents; the validity,
sufficiency,  or  genuineness of  any  Documents  or  of  any  endorsements
thereon, even if such  Documents  should  in fact prove to be in any or all
respects invalid, insufficient, fraudulent  or  forged;  any  discrepant or
nonconforming provisions in any Documents; the time, place, manner or order
in  which  shipment is made; partial or incomplete shipment, or failure  or
omission to  ship  any  or  all  of  the goods referred to in any Letter of
Credit or Documents; any deviation from  instructions;  delay,  default, or
fraud by the shipper and/or anyone else in connection with the Goods or the
shipping thereof; or any breach of contract between the shipper or  vendors
and the Borrower.  Furthermore, without being limited by the foregoing, the
Lender  shall  not be responsible for any act or omission taken or made  in
good faith with  respect  to  or in connection with any of the Goods or the
Documents.

          (i)  The Borrower agrees  that any action taken by the Lender, or
any  action  taken  by the issuer if taken  in  good  faith,  under  or  in
connection  with any Letter  of  Credit,  the  guarantees,  the  drafts  or
acceptances,  or  the  Goods  or  the  Documents,  shall  be binding on the
Borrower  and  shall not put the Lender in any resulting liability  to  the
Borrower.  In furtherance thereof, the Lender shall have the full right and
authority to take any of the following actions in the name of the Lender or
the Borrower (and  the  Borrower agrees that it shall not have the right to
take any such action without  the Lender's express endorsement in writing):
to clear and resolve any questions  of non-compliance of Documents; to give
any instructions as to acceptance or  rejection  of any Documents or Goods;
to execute any and all applications for steamship  or  airways  guarantees,
releases, indemnities or delivery orders or similar documents; to grant any
extensions of the maturity of, time of payment for, or time of presentation
of,  any drafts, acceptances, or documents; and to agree to any amendments,
renewals, extensions, modifications, changes or cancellations of any of the
terms  or  conditions of any of the applications, Letters of Credit, drafts
or acceptances,  all  in  the  Lender's  sole name; and the issuer shall be
entitled  to  comply  with  and  honor  any  and   all  such  documents  or
instructions executed by or received solely from the  Lender,  all  without
any notice to or any consent from the Borrower.

          (j)  The  Borrower  agrees  that any necessary import, export  or
other licenses or certificates for the import or handling of the Goods will
have been promptly procured; all foreign and domestic governmental laws and
regulations in regard to the shipment and  importation of the Goods, or the
financing thereof will have been promptly and  fully compiled with; and any
certificates in that regard that the Lender may at any time request will be
promptly  furnished.   In  this  connection,  the  Borrower   warrants  and
represents that all shipments made under any such Letter of Credit  will be
in  accordance  with the governmental laws and regulations of the countries
in which the shipments  originate  and terminate, and are not prohibited by
any such laws and regulations.  The Borrower assumes all risk and liability
for, and agrees to pay and discharge,  all present and future local, state,
federal  or  foreign taxes, duties or levies.   Any  embargo,  restriction,
laws, customs or regulations of any country, state, city or other political
subdivision, where the Goods are or may be located, or wherein payments are
to be made, or  wherein drafts may be drawn, negotiated, accepted, or paid,
shall be solely the Borrower's risk, liability and responsibility.

          (k)  Any  rights,  remedies,  duties  or  obligations  granted or
undertaken by the Borrower to the issuer in any application for any  Letter
of  Credit,  or any standing agreement relating to any Letter of Credit  or
otherwise, shall  be deemed to have been granted to the Lender and apply in
all respects to the  Lender  and  shall  be  in  addition  to  any  rights,
remedies, duties or obligations contained herein.

          (1)  The obligations of the Borrower under this Agreement and any
Letter of Credit Document to reimburse the Lender for a payment made by the
Lender  to  the  issuer  of a Letter of Credit or otherwise constituting  a
Reimbursement Obligation, and to repay any Revolver Advance made in respect
thereof, shall be unconditional and irrevocable, and shall be paid strictly
in accordance with the terms  of  this Agreement and each such other Letter
of Credit Document under all circumstances,  including  the  following: (i)
any lack of validity or enforceability of this Agreement or any  Letter  of
Credit  Document; (ii) the existence of any claim, setoff, defense or other
right  that  the  Borrower  may  have  at  any  time  against  any  issuer,
beneficiary,  or  any transferee of the Letter of Credit (or any Person for
whom any such issuer,  beneficiary  or  any such transferee may be acting),
the Lender or any other Person, whether in  connection with this Agreement,
the transactions contemplated hereby or by the  Letter  of Credit Documents
or any unrelated transaction; (iii) any draft, demand, certificate or other
document  presented  under  the  Letter  of  Credit proving to  be  forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect, or  any  loss  or  delay  in the
transmission  or  otherwise  of  any  document  required in order to make a
drawing under the Letter of Credit, or any defense  based  upon the failure
of any drawing under the Letter of Credit to conform to the  terms  of  the
Letter   of   Credit  or  any  non-application  or  misapplication  by  the
beneficiary of the proceeds of such drawing; or (iv) any other circumstance
or happening whatsoever,  whether  or  not similar to any of the foregoing,
including any other circumstance that might  otherwise constitute a defense
available to, or a discharge of, the Borrower.   To  the  extent  that  any
provision  of  any  Letter  of  Credit  Document  is  inconsistent with the
provisions of this Section 2.6, the provisions of this  Section  2.6  shall
control."

          3.   AMENDMENTS  TO SECTION 3. (a) Section 3.1(b) of the Existing
Credit Agreement is hereby deleted  in  its  entirety  and  replaced by the
following:

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

          (b)  Section  3.3(a) of the Existing Credit Agreement  is  hereby
amended  by  deleting  the first  sentence  thereof  in  its  entirety  and
replacing it with the following:

               "If on any  date  on  which  a Borrowing Base Certificate is
     required to be delivered pursuant to Section  6.2(c),  the  sum of the
     aggregate outstanding principal amount of the Revolver Advances  as of
     such date and the Letter of Credit Liabilities as of such date exceeds
     the  Revolver  Borrowing  Base, the Borrower shall prepay the Revolver
     Advances and deposit cash collateral  in  respect  of  the  Letter  of
     Credit  Liabilities  in  accordance with paragraph (f) of this Section
     3.3 in an aggregate amount  equal  to  such  excess  no later than the
     Business  Day  immediately  following  the  date of delivery  of  such
     Borrowing Base Certificate."

          (c)  Section 3.3(e) of the Existing Credit  Agreement  is  hereby
deleted in its entirety and replaced by the following:

               "(e)  Unless the Lender otherwise agrees, the Borrower shall
     prepay the Revolver Advances and deposit cash collateral in respect of
     the Letter of Credit  Liabilities  in accordance with paragraph (f) of
     this Section 3.3 in an aggregate amount  equal  to  100%  of  the  Net
     Proceeds of any sale, lease, assignment, exchange or other disposition
     for  cash  of  any  asset  or  group  of  assets  (including,  without
     limitation,  insurance  proceeds  paid as a result of any destruction,
     casualty  or  taking of any property  of  the  Borrower),  other  than
     Approved Aircraft  and  the Real Estate of the Borrower upon which its
     principal executive offices  are located on the Closing Date, not made
     in the ordinary course of business  by  the Borrower, in any such case
     no later than three Business Days following receipt by the Borrower of
     such proceeds, together with accrued interest  to  such  date  on  the
     amount  prepaid;  PROVIDED  that no such prepayment or cash collateral
     deposit shall be required pursuant  to  this Section 3.3(e) unless the
     aggregate amount of such Net Proceeds received by the Borrower and not
     previously applied to prepayment of the Revolver  Advances is at least
     $100,000.   Nothing  in  this  Section  3.3(e) shall be  construed  to
     derogate  any  restriction  or  limitation  contained  in  any  Credit
     Document  imposed on any transaction of the types  described  in  this
     Section 3.3(e),  including  without  limitation  the  restrictions set
     forth in Sections 7.2, 7.5, and 7.6 hereof.

          (d)  Section  3.3  of  the  Existing Credit Agreement  is  hereby
amended by incorporating at the end thereof the following section:

               "(f) All cash collateral  in  respect  of  Letter  of Credit
     Liabilities required under Section 3.3(a), Section 3.3(e) and  Section
     8  hereof,  shall  be  deposited  by the Borrower in a cash collateral
     account  opened by the Lender.  The  Borrower  hereby  grants  to  the
     Lender, for  the  benefit  of  the issuer, a security interest in such
     cash collateral to secure all obligations  of  the Borrower under this
     Agreement and the other Credit Documents.  Amounts  held  in such cash
     collateral  account  shall be applied by the Lender to the payment  of
     Reimbursement Obligations,  and  the  unused portion thereof after all
     Letters of Credit shall have expired or been fully drawn upon, if any,
     shall be applied to repay other Obligations  of  the  Borrower.  After
     all  such  Letters  of  Credit shall have expired or been fully  drawn
     upon, all Reimbursement Obligations  shall have been satisfied and all
     other Obligations of the Borrower shall  have  been  paid in full, the
     balance, if any, in such cash collateral account shall  be returned to
     the Borrower.  The Borrower shall execute and deliver to  the  Lender,
     for  the account of the issuer, such further documents and instruments
     as the  Lender  may request to evidence the creation and perfection of
     the within security interest in such cash collateral account."

          (e)  Section  3.13  of  the  Existing  Credit Agreement is hereby
amended  by (i) inserting the words "or applications  or  guarantees  made,
joined in  or issued by the Lender in connection with Letters of Credit" in
the fifth line  thereof  immediately after the words "against Loans made by
the Lender" and before the  words  "or  impose  on  the  Lender",  and (ii)
inserting the words "or such applications or guarantees" in the sixth  line
thereof  immediately  after  the  word "Loans" and before the words "or the
performance  by the Lender", and (iii)  inserting  the  words  "or  making,
joining in or  issuing such applications or guarantees or" at the beginning
of  the  eighth  line  thereof  immediately  before  the  words  "otherwise
performing its obligations hereunder".

          4.   AMENDMENT  TO  SECTION  4.  Section 4 of the Existing Credit
Agreement is hereby amended by deleting the  first  sentence thereof in its
entirety and replacing it with the following:

          "To induce the Lender to enter into this Agreement,  to  make the
Loans  and  to apply for, join in the application for, or guarantee payment
or performance  of  Letters  of  Credit, the Borrower hereby represents and
warrants to the Lender that:

          5.   AMENDMENT TO SECTION  5. The last sentence of Section 5.2 of
the Existing Credit Agreement is hereby amended by inserting the words "and
Letter  of  Credit  issued  on  behalf of"  into  the  first  line  thereof
immediately after the words "Each  borrowing  by" and before the words "the
Borrower hereunder".

          6.   AMENDMENTS TO SECTION 8. (a) Section  8(a)  of  the Existing
Credit  Agreement  is  hereby  amended  by  inserting  the  words  "or  any
Reimbursement Obligation" into the first line thereof immediately after the
words "on any Loan" and before the words "or any other amount".

          (b)  Section 8 of the Existing Credit Agreement is hereby amended
by  inserting the words "(including, without limitations all amounts of the
Letter  of Credit Liabilities, whether or not the beneficiaries of the then
outstanding  Letters  of Credit shall have presented the documents required
thereunder) into each of  the  fourth  and ninth lines of the flush text of
the first paragraph thereof (which immediately  succeeds  Event  of Default
(i)) immediately after the words "this Agreement" and before the words "and
the other" in each such line.

          (c)  Section 8 of the Existing Credit Agreement is hereby amended
by  incorporating  therein  after the first paragraph thereof the following
paragraph:

               "With respect to all Letters of Credit with respect to which
     presentment for honor shall  not  have  occurred  at  the  time  of an
     acceleration  pursuant  to the preceding paragraph, the Borrower shall
     at such time deposit in a  cash  collateral account in accordance with
     the provisions of Section 3.3(f) an amount equal to the aggregate then
     undrawn and unexpired amount of such Letters of Credit."

                                ARTICLE IV
                        Conditions to Effectiveness

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

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

          2.   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 Seventh Amendment
and the matters contemplated hereby.   Such  legal opinion shall cover such
matters incident to the transactions contemplated by this Seventh Amendment
as the Lender may reasonably require.

          3.   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 Letter of Credit Facility  and  the  execution,
delivery and performance  of  this  Seventh  Amendment,  certified  by  the
Secretary  or  an  Assistant  Secretary  of  the Borrower as of the Seventh
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.

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

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

          6.   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.

          7.   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 Seventh 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).

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

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

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

                                 ARTICLE V
                               Miscellaneous

          1.   PAYMENT OF EXPENSES.  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  Seventh  Amendment and the other Seventh 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.

          2.   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.

          3.   ACKNOWLEDGMENT.    The   Borrower  hereby  consents  to  the
execution and delivery of this Seventh Amendment  and  each  of  the  other
Seventh Amendment Documents to which Borrower is a party and reaffirms  its
obligations under the Credit Documents.

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

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

                         [SIGNATURE PAGE FOLLOWS]




1



<PAGE>




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


                              INTERNATIONAL AIRLINE SUPPORT
                              GROUP, INC.



                              By ________________________________
                                   Name:
                                   Title:


                              BNY FINANCIAL CORPORATION



                              By ________________________________
                                   Name:
                                   Title:




2



<PAGE>




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


                              INTERNATIONAL AIRLINE SUPPORT
                              GROUP, INC.



                              By ________________________________
                                   Name:
                                   Title:


                              BNY FINANCIAL CORPORATION



                              By ________________________________
                                   Name:
                                   Title: