AMENDED AND RESTATED EMPLOYMENT AGREEMENT


	THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this 
"Agreement"), is made and entered into as of this 3rd day of 
October, 1996, by and between ALEXIUS A. DYER III, an 
individual resident of the State of Georgia ("Executive"), 
and INTERNATIONAL AIRLINE SUPPORT GROUP, INC., a Delaware 
corporation ("Company").


W I T N E S S E T H

	WHEREAS, Executive and Company entered into an 
Employment Agreement as of December 1, 1995 (the "Employment 
Agreement");

	WHEREAS, Executive and Company desire to amend the 
Employment Agreement on the terms and conditions set forth 
herein;

	WHEREAS, Company desires to employ Executive, and 
Executive desires to be employed by Company on the terms and 
conditions set forth herein;

	NOW, THEREFORE, in consideration of the mutual promises 
and agreements contained herein and other good and valuable 
consideration, the receipt and sufficiency of which are 
hereby acknowledged, the parties hereto, intending to be 
legally bound, hereby agree as follows:

	Section   Employment.

        Duties.  Subject to the terms contained 
herein, Company hereby agrees to the continued employment of 
Executive, and Executive hereby accepts such continued 
employment.  Executive shall serve as President and Chief 
Executive Officer of Company and as Chairman of its Board of 
Directors.  In his capacity as the President and Chief 
Executive Officer of the Company, Executive shall (i) be in 
charge of the operations and management of the business of 
the Company; (ii) establish the Company's policies and 
strategy, subject to the overall direction of the Board of 
Directors; and (iii) assume and perform such further 
reasonable responsibilities and duties assigned to him by 
the Board of Directors of the Company. Executive shall 
devote his full business time (except for periods of illness 
and incapacity) and best efforts to rendering services on 
behalf of Company.  Nothing in this Agreement shall preclude 
Executive from engaging, so long as, in the reasonable 
determination of such Board of Directors, such activities do 
not interfere with his duties and responsibilities 
hereunder, in charitable and community affairs, from 
managing any passive investment made by him or from serving, 
subject to the prior approval of such Board of Directors, as 
a member of the board of directors or as a trustee of any 
other corporation, association or entity.

             Directorship.  The Executive shall serve as a 
member of the Board of Directors of the Company so long as 
he is employed by the Company.  Executive shall serve as a 
member of the Board of Directors of the Company pursuant to 
this Agreement without any additional compensation.

I.  	Section   Term.

	The employment of Executive hereunder shall commence as 
of the date hereof and shall continue for a period of five 
years (the "Employment Term") from the date hereof.  
Following the Employment Term, this Agreement shall continue 
in force for successive one-year terms (each, a "Renewal 
Term") unless either the Company or the Executive provides 
not less than ninety days prior written notice to the other 
that this Agreement shall terminate at the end of the 
Employment Term.  During any Renewal Term, either the 
Company or the Executive may terminate this Agreement 
effective at the end of a subsequent Renewal Term by giving 
the other party not less than ninety days prior written 
notice of such termination. 

Section   Compensation; Expenses.



          Salary.  During the Employment Term and any 
Renewal Term, Executive shall be paid a salary by Company at 
the annual rate of not less than One Hundred Thirty Five 
Thousand Dollars ($135,000.00) (as from time-to-time 
increased in accordance with the terms of this Agreement, 
the "Salary"); provided, however, that (i) the Salary shall 
be increased to an annual rate of not less than One Hundred 
Seventy-five Thousand Dollars ($175,000) effective upon the 
consummation of a transaction pursuant to which the 
Company's payment obligations with respect to its 
outstanding indebtedness are restructured in a manner 
satisfactory to the Board of Directors (a "Restructuring").  
The Salary shall be reviewed by the Board of Directors of 
the Company on an annual basis and the Salary may be 
increased based on the performance of Executive; provided 
that the Executive shall be entitled to annual cost of 
living increases.  The Salary shall be paid to Executive in 
equal weekly installments, less all applicable withholding 
taxes in the same manner as other executive officers of the 
Company.

         3.2. [Reserved].

         3.3.    Bonuses.  In addition to the Salary, 
Executive shall be paid, subject to conditions set forth 
herein, an annual bonus ("Bonus") during the Employment Term 
and any Renewal Term in respect of each fiscal year of the 
Company commencing on or after May 31, 1995.  The Bonus 
payable under this subsection 3.3 in each such fiscal year 
shall be not less than an amount equal to five percent (5%) 
of the Company's net income before extraordinary and non-
recurring items and income taxes, and before giving effect 
to any bonuses paid to the Company's employees, including 
the Bonus, as reported on the Company's periodic filings 
with the Securities and Exchange Commission, subject to the 
following adjustments: (i) there shall be excluded from the 
computation of net income any item of revenue (including, 
without limitation, cancellation of indebtedness income) or 
expense attributable to the Restructuring or to any 
litigation commenced by or against the Company and (ii) 
items of revenue and expense attributable to the sale of 
aircraft (whether now owned or acquired in the future) shall 
not be considered extraordinary or non-recurring items 
regardless of the treatment accorded such items under 
generally accepted accounting principles or the rules of the 
Securities and Exchange Commission.  The Bonus shall be paid 
in cash not later than the ninetieth (90th) day following 
the last day of the fiscal year with respect to which such 
Bonus was earned and in a manner in accordance with the 
ordinary payroll practices of the Company.  Notwithstanding 
anything to the contrary set forth in this Agreement, the 
Board of Directors of the Company shall be permitted to pay 
to the Executive a bonus in an amount in excess of the 
amount that would be paid pursuant to the formula described 
in the second sentence of this paragraph based on the 
performance of the Executive.  

        3.4.    Participation in Employee Stock Option Plan.  
During the Term, Executive shall be entitled to participate 
in the Company's 1996 Long Term Incentive and Share Award 
Plan (the "Stock Option Plan"), a copy of which is attached 
hereto as Exhibit A.  All Awards under the Plan shall be 
made in accordance with and subject to the terms of the 
Plan.  Upon closing of the Restructuring and in accordance 
with the terms thereof, Executive shall be entitled to 
receive options for 224,543 shares of the Company's Common 
Stock (after giving effect to the reverse stock split to be 
effected in connection with the Restructuring), the terms of 
which shall be in accordance with the Option Agreements 
attached as Exhibit B. 

         3.5.    Other Remuneration.  Executive shall be 
entitled to such other remuneration as the Board of 
Directors of the Company may hereafter from time-to-time 
approve for payment to Executive.

         3.6.    Expenses.  Executive is authorized to 
incur reasonable and necessary expenses in carrying out his 
duties and responsibilities under this Agreement, including, 
without limitation, expenses for travel and similar items 
related to such duties and responsibilities, including 
travel expenses to the Company's offices in Miami.  The 
Company will reimburse Executive  for all such expenses upon 
presentation by Executive from time-to-time of appropriately 
itemized and approved (consistent with the Company's policy) 
accounts of such expenditures.

	Section   Additional Employment Benefits.

	During the Employment Term and any Renewal Term, 
Company shall provide Executive with the following fringe 
benefits (collectively, the "Benefits"):

        Medical Insurance.  Executive shall be 
entitled to participate in such medical, dental, disability, 
hospitalization, life insurance and other benefit plans 
(such as pension and profit sharing plans) as shall be made 
available to similarly situated officers of the Company on 
the terms and subject to the conditions set forth in such 
plans.

        Vacation.   Executive shall receive four 
weeks of paid vacation time each fiscal year during the 
Employment Term. In the event that this Agreement is 
terminated by the Company other than for cause, Executive 
shall be paid for each unused vacation day at the rate of 
1/365th of the Salary in effect during the year in which the 
vacation day accrued.

        Other. In addition to the foregoing, 
Executive shall be entitled to the prerequisites and other 
fringe benefits made available to senior executives of the 
Company.

	Section   Termination.  

	The following provisions relate solely to termination 
of the Executive's employment during the Employment Term and 
any Renewal Term:

         Death or Disability.  

         Subject to Section 7 below, this
Agreement shall terminate automatically upon the 
Executive's death.

         Subject to Section 7 below, the Company 
shall at all times have the right to terminate the 
Executive's employment hereunder at any time after the 
Executive shall be absent from his employment, for 
whatever cause, including but not limited to mental or 
physical incapacity, illness or disability 
(collectively "Disability") for a continuous period of 
more than twenty-six (26) weeks.


         Cause.  The Company may terminate the 
Executive's employment for "Cause." For purposes of this 
Agreement, "Cause" means (i) if Executive is convicted by a 
court of competent jurisdiction of a felony, (ii) if 
Executive engages in illegal or other wrongful conduct 
substantially detrimental to the business or the reputation 
of the Company, or (iii) repeated violations by  the 
Executive of the Executive's obligations under Sections 1.1 
or 1.2 of this Agreement unless Executive corrects such 
violation within ten (10) days after written notice from the 
Company of such violation or if, having once received such 
notice of violation and having so corrected such violation, 
Executive at any time thereafter again violates Executive's 
obligations under Sections 1.1 or 1.2 of this Agreement.  

        Change of Control or Change of Responsibilities.  
Following a "Change of Control" (as defined below) of the 
Company or a "Change of Responsibilities" (as defined 
below), the Executive shall have the right to terminate his 
employment (i) by resignation on not less than ninety (90) 
days' prior written notice given within six (6) calendar 
months after the occurrence of such Change of Control or 
Change of Responsibilities, as the case may be, or (ii) by 
resignation on not less than ninety (90) days' prior written 
notice given within eighteen (18) calendar months after such 
Change of Control or Change of Responsibilities, as the case 
may be. 

		A "Change of Control" means:

	(i)	a "person" or "group" (within the meaning of 
Sections 13(d) and 14(d)(2) of the Securities Exchange 
Act of 1934 (the "Exchange Act") becomes the ultimate 
"beneficial owner" (as defined in Rule 13d-3 under the 
Exchange Act) of voting stock representing more that 
35% of the total voting power of the total voting stock 
of the Company on a fully diluted basis;

	(ii)	individuals who on the date hereof constitute 
the Board of Directors (together with any new directors 
whose election by the Board of Directors or whose 
nomination for election by the Company's stockholders 
was approved by a vote of at least a majority of the 
members of the Board of Directors then in office who 
either were members of the Board of Directors on the 
closing date with respect to the Restructuring or whose 
election or nomination for election was previously so 
approved) cease for any reason to constitute a majority 
of the members of the Board of Directors then in 
office; or

	(iii)	the sale of all or substantially all of 
the Company's assets in one transaction or a series of 
related transactions to any person or group.

		A "Change of Responsibilities" shall occur upon 
any of the following:  

	(i)	the making of any material change by the 
Company or a "Successor" (as defined below) in the 
Executive's function, duties or responsibilities with 
the Company or the Successor, as the case may be, that 
would cause the Executive's position to become of less 
dignity, responsibility, importance or scope; 

	(ii)	the relocation of the Company's headquarters 
from Miami, Florida (other than to Atlanta, Georgia); 
or 

	iii)	the occurrence of any material breach of this 
Agreement by the Company, including, without 
limitation, the failure to pay any material amounts 
owed under this Agreement.  

		"Successor" means the person, or group of persons, 
that (i) operates all or substantially all of the Company's 
business following a Change of Control or (ii) that survives 
a merger or consolidation of the Company that constitutes a 
Change of Control.   

	Section   Notice of Termination.
	Any termination by the Company for Cause shall be 
communicated in writing to the Executive and if the 
termination date is other than the date of receipt, the 
notice shall specify the termination date.

 	Section   Obligations of the Company Upon Termination.

	The following provisions apply only in the event the 
Executive's employment hereunder is terminated.

			Death.  If the Executive's employment is 
terminated by reason of the Executive's death, the Company 
shall pay, in addition to any accrued benefits payable 
hereunder, the Salary to the Executive's legal 
representatives for a period of eighteen months subsequent 
to such Termination.  The Salary may be paid, at the option 
of the Company, either in a lump sum or in equal monthly 
installments.  The Executive's family shall also be entitled 
to receive benefits at least equal to those provided by the 
Company to surviving families of executives of the Company 
in comparable positions under such plans, programs and 
policies relating to family death benefits, if any.  The 
Executive's family shall also be entitled to receive the 
prior year's Bonus or any portion thereof remaining unpaid 
at the time of Executive's death, plus a bonus equal to the 
product of the prior year's Bonus multiplied by a fraction, 
the numerator of which is the number of months Executive was 
employed during the year of death and the denominator of 
which is twelve.

			Disability.  If the Executive's employment is 
terminated by reason of the Executive's Disability, the 
Executive shall be entitled to receive, in addition to any 
accrued benefits payable hereunder, the Salary for a period 
of eighteen months subsequent to such termination.  The 
Salary may be paid, at the option of the Company, either in 
a lump sum or in equal monthly installments. The Executive 
shall also be entitled to receive benefits at least equal to 
those provided by the Company to disabled employees of the 
Company in accordance with such plans, programs and policies 
relating to disability, if any.  The Executive shall also be 
entitled to receive the prior year's Bonus or any portion 
thereof remaining unpaid at the time of Executive's 
termination, plus a bonus equal to the product of the prior 
year's Bonus multiplied by a fraction, the numerator of 
which is the number of months Executive was employed during 
the year of termination and the denominator of which is 
twelve.

       Cause.  If the Executive's employment shall 
be terminated for Cause, the Company shall pay the Executive 
his Salary through the date of termination at the rate in 
effect at the time notice of termination is given and shall 
have no further obligation to the Executive under this 
Agreement.  The Executive shall also be entitled to receive 
the prior year's Bonus or any portion thereof remaining 
unpaid at the time of Executive's termination.  

       Termination Without Cause.  If the Company 
shall terminate the Executive's employment with the Company 
without Cause:

              the Company shall pay to the Executive 
at the time such payments would otherwise be payable 
hereunder, the Salary for the remaining Employment Term 
or any Renewal Term.  The Executive shall also be 
entitled to receive the prior year's Bonus or any 
portion thereof remaining unpaid at the time of 
Executive's termination, plus a bonus equal to the 
product of the prior year's Bonus multiplied by a 
fraction, the numerator of which is the number of 
months Executive was employed during the year of 
termination and the denominator of which is twelve;

              the Company shall, promptly upon 
submission by the Executive of supporting 
documentation, pay or reimburse, or cause to be paid or 
reimbursed, to the Executive any business related costs 
and expenses paid or incurred by the Executive on or 
before the date of termination which would  have been 
payable if the Executive's employment had not 
terminated;

        until the eighteen month anniversary of 
the Executive's termination, the Company shall 
continue benefits (or equivalent coverage) to the 
Executive and/or the Executive's family at least equal 
to those which would have been provided to them in 
accordance with the plans, programs and policies in 
effect as of the date of termination; and

        (d)     until the eighteen month anniversary of 
the Executive's termination, the Company shall furnish 
the Executive with office space in Atlanta, Georgia 
that is comparable to the office space now occupied by 
the Executive; provided, however, that, the Company's 
obligation to provide such office space shall 
termination upon the Executive's commencement of other 
employment.

              Change of Control.  Upon the occurrence of a 
Change of Control (as defined in Section 5.3) or Change of 
Responsibilities, and an election by the Executive to 
terminate his employment, the Company (or the Successor) 
shall pay the Executive severance pay equal to one (1) times 
the "Base Amount" (as defined below).  Upon the occurrence 
of a Change of Control pursuant to which the Successor does 
not assume the Company's obligations pursuant to this 
Agreement, the Company shall pay the Executive severance pay 
equal to one (1) times the Base Amount.  The severance pay 
payable pursuant to this Section 7.5 shall be paid in a lump 
sum.  In addition, the Executive shall be entitled to 
receive the benefits described in Section 7.4 for the period 
set forth in such Section.  "Base Amount" means the 
Executive's average annual compensation (including Salary, 
bonus, fringe and pension benefits and deferred 
compensation) paid by the Company for the most recent two 
(2) years ending prior to the Change of Control. 

	Section   Non-Disclosure.

	Except as expressly permitted by the Company, or in 
connection with the performance of his duties hereunder, the 
Executive shall not at any time during or subsequent to his 
employment by the Company, disclose, directly or indirectly 
to any person, firm, corporation, partnership, association 
or other entity any proprietary or confidential information 
relating to the Company or any information concerning the 
Company's financial condition or prospects, the Company's 
customers or suppliers, the Company's sources of leads and 
methods of obtaining new business, the Company's marketing 
plans or strategy or the Company's methods of doing and 
operating its business (collectively, "Confidential 
Information") except when required to do so by a court of 
competent jurisdiction, by any governmental agency having 
supervisory authority over the business of the Company or, 
as the case may be, an affiliate of the Company or by any 
administrative body or legislative body (including a 
committee thereof) with jurisdiction to order Executive to 
divulge, disclose or make accessible such information.  
Confidential Information shall not include information 
which, at the time of disclosure, is known or available to 
the general public by publication or otherwise through no 
act or failure to act on the part of the Executive.  The 
Executive acknowledges and agrees that the Confidential 
Information is a valuable, special and unique asset of the 
Company's business.

 	Section 	Books and Records.

	All books, records and accounts relating in any manner 
to the Company's customers or suppliers, whether prepared by 
the Executive or otherwise coming into the Executive's 
possession, and all copies thereof in the Executive's 
possession, shall be the exclusive property of the Company 
and shall be returned immediately to the Company upon 
termination of the Executive's employment hereunder or upon 
the Company's request at any time.

I. 	Section 	Injunction.

	Executive acknowledges that if he were to breach any of 
the provisions of Sections 8 or 9, it would result in 
immediate and irreparable injury to the Company which cannot 
be adequately or reasonably compensated at law.  Therefore, 
Executive agrees that the Company shall be entitled, if any 
such breach shall occur or be threatened or attempted, if it 
so elects, to a decree of specific performance and to a 
temporary and permanent injunction, without being required 
to post a bond, enjoining and restraining such breach by the 
Executive, his associates, his partners or agents, either 
directly or indirectly, and that such right to injunction 
shall be cumulative to whatever remedies or actual damages 
the Company may possess. 

	Section   Company's Covenant.  

	The Company agrees that it shall not enter into any 
agreement pursuant to which a Change of Control would occur 
unless it makes provision in such agreement for the 
assumption by the Successor of the Company's obligations 
pursuant to this Agreement.   

	Section   Miscellaneous.

        Binding Effect.  This Agreement shall inure to 
the benefit of and shall be binding upon Executive and his 
executor, administrator, heirs, personal representatives and 
assigns, and Company and its respective successors and 
assigns; provided, however, that Executive shall not be 
entitled to assign or delegate any of his rights or 
obligations hereunder without the prior written consent of 
Company.

        Governing Law.  This Agreement shall be deemed 
to be made in, and in all respects shall be interpreted, 
construed and governed by and in accordance with, the laws 
of the State of Georgia (without giving effect to the 
conflicts of law principles thereof).  No provision of this 
Agreement or any related document shall be construed against 
or interpreted to the disadvantage of any party hereto by 
any court or other governmental or judicial authority by 
reason of such party having or being deemed to have 
structured or drafted such provision.

        Headings.  The section and paragraph headings 
contained in this Agreement are for reference purposes only 
and shall not affect in any way the meaning or 
interpretation of this Agreement.

        Notices.  Unless otherwise agreed to in writing 
by the parties hereto, all communications provided for 
hereunder shall be in writing and shall be deemed to be 
given when delivered in person (by courier service or 
otherwise) or seven days after being deposited in the United 
States mail, first class, registered or certified, return 
receipt requested, with proper postage prepaid, and 
addressed as follows:

1. 			If to Company:

International Airline Support Group, 
Inc.
8095 Northwest 64th Street
Miami, Florida  33166

1.                      If to Executive, 
addressed to:

Mr. Alexius A. Dyer III
481 Manor Ridge Drive
Atlanta, Georgia  30305

         Counterparts.  This Agreement may be executed in 
two counterparts, each of which shall be deemed to be an 
original, but all of which together shall constitute one and 
the same instrument.

         Entire Agreement.  This Agreement is intended by 
the parties hereto to be the final expression of their 
agreement with respect to the subject matter hereof and is 
the complete and exclusive statement of the terms thereof, 
notwithstanding any representations, statements or agreement 
to the contrary heretofore made.  This Agreement may be 
modified only by a written instrument signed by each of the 
parties hereto.

 	IN WITNESS WHEREOF, the parties hereto have executed
this Agreement under seal as of the date first above 
written.


                             INTERNATIONAL AIRLINE SUPPORT
                             GROUP, INC.


                             By:                                                
                             Title:  Chairman, 
                             Compensation Committee   



EXECUTIVE
                                                                            
Alexius A. Dyer III